Innovex International Reports Material Definitive Agreement & Acquisition

TL;DR

Innovex International (INN) filed an 8-K detailing a material agreement, acquisition, and equity sales. Big moves happening.

AI Summary

Innovex International, Inc. filed an 8-K on September 6, 2024, reporting several material events. These include entering into a definitive agreement, completing an acquisition, creating a financial obligation, and unregistered sales of equity securities. The filing also notes changes in control, departure/election of officers, and amendments to governing documents.

Why It Matters

This 8-K filing indicates significant corporate actions, including a new agreement and an acquisition, which could impact Innovex International's business operations, financial structure, and shareholder value.

Risk Assessment

Risk Level: medium — The filing details multiple significant events including acquisitions, financial obligations, and equity sales, which inherently carry medium risk due to their potential impact on the company's financial health and market position.

Key Players & Entities

• Innovex International, Inc. (company) — Filer
• DRIL-QUIP INC (company) — Former Company Name
• 0001042893 (company) — Central Index Key

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share INVX New York Stock Excha
• $25.0 million — in a principal amount of the lesser of $25.0 million and a certain amount determined based,
• $4.9 m — in a principal amount of approximately $4.9 million, which was outstanding under the
• $110.0 million — i) a revolving credit facility of up to $110.0 million with a $5.0 million sublimit for letter
• $5.0 million — facility of up to $110.0 million with a $5.0 million sublimit for letters of credit and a $1
• $11.0 million — on sublimit for letters of credit and a $11.0 million swing loan (collectively, the " Revolve
• $1.25 million — Loan is amortized in an amount equal to $1.25 million each quarter. Amounts borrowed under th
• $75 million — ation of the Transactions not to exceed $75 million; provided that the amount of borrowing

Filing Documents

• d802924d8k.htm (8-K) — 101KB
• d802924dex31.htm (EX-3.1) — 5KB
• d802924dex32.htm (EX-3.2) — 32KB
• d802924dex41.htm (EX-4.1) — 141KB
• d802924dex42.htm (EX-4.2) — 136KB
• d802924dex101.htm (EX-10.1) — 33KB
• d802924dex107.htm (EX-10.7) — 69KB
• d802924dex108.htm (EX-10.8) — 38KB
• d802924dex109.htm (EX-10.9) — 39KB
• d802924dex1010.htm (EX-10.10) — 39KB
• d802924dex1011.htm (EX-10.11) — 39KB
• d802924dex991.htm (EX-99.1) — 8KB
• g802924dsp94.jpg (GRAPHIC) — 3KB
• 0001193125-24-215264.txt ( ) — 1017KB
• invx-20240906.xsd (EX-101.SCH) — 3KB
• invx-20240906_def.xml (EX-101.DEF) — 14KB
• invx-20240906_lab.xml (EX-101.LAB) — 23KB
• invx-20240906_pre.xml (EX-101.PRE) — 15KB
• d802924d8k_htm.xml (XML) — 5KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 6, 2024 INNOVEX INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13439 74-2162088 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 19120 Kenswick Drive Humble , Texas 77338 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 346 - 398-0000 Dril-Quip, Inc. 2050 West Sam Houston Parkway S. , Suite 1100 , Houston , Texas 77042 (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading symbol(s) (1) Name of each exchange on which registered Common Stock, par value $0.01 per share INVX New York Stock Exchange (1) Innovex International, Inc.'s common stock is expected to commence trading under the ticker symbol "INVX" on September 9, 2024. Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Introduction. As previously disclosed, on March 18, 2024, Innovex International, Inc., a Delaware corporation formerly named Dril-Quip, Inc. (the " Company "), entered into an Agreement and Plan of Merger, as amended by the First Amendment to the Agreement and Plan of Merger, dated as of June 12, 2024 (the " Merger Agreement "), with Innovex Downhole Solutions, Inc., a Delaware corporation (" Pre-Merger Innovex "), Ironman Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (" Merger Sub Inc. "), and DQ Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Company (" Merger Sub LLC "), which provided for, among other things, (i) the merger of Merger Sub Inc. with and into Pre-Merger Innovex, with Pre-Merger Innovex continuing as the surviving entity (the " Surviving Corporation ") (the " First Merger ") and (ii) immediately following the First Merger, the merger of the Surviving Corporation with and into Merger Sub LLC (the " Second Merger " and, together with the First Merger, the " Mergers "), with Merger Sub LLC continuing as the surviving entity under the name "Innovex Downhole Solutions, LLC" (the " Surviving Company "). On September 6, 2024, following approval by the stockholders of the Company at a special meeting held on September 5, 2024, the Mergers and the other transactions contemplated by the Merger Agreement (collectively, the " Transactions ") were consummated and Pre-Merger Innovex became a wholly owned subsidiary of the Company. In connection with the completion of the Mergers, the Company changed its name from "Dril-Quip, Inc." to "Innovex International, Inc." Item1.01 Entry into a Material Definitive Agreement. Credit Agreement In connection with the Mergers, on September 6, 2024, the Company, TIW Corporation, a Texas corporation and a wholly-owned subsidiary of the Company (" TIW "), and the Surviving Company entered into a joinder agreement (the " Joinder Agreement ") with Tercel Oilfield Products USA L.L.C., a Texas limited liability company (" Tercel "), Pride Energy Services, LLC, a Texas limited liability company (" Pride "), Top-Co Inc., an Alberta corporation (" Top-Co " and, together with Tercel and Pride, each an " Existing Borrower " and collectively, the " Existing Borrowers " and together with the Company, TIW and the Surviving Company, the " Borrowers " and each a " Borrower ") and PNC Bank, National Association (" PNC "), pursuant to which the Company, TIW and the Surviving Company became parties to that certain Second Amended and Restated Revolving Credit, Term Loan, Guaranty and Security Agreement, dated June 10, 2022, as amended by that certain F

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View this 8-K filing on SEC EDGAR