Oil States International, Inc.
OIS today announced that, consistent with the Company's strategy to
enhance shareholder value, the board of directors has unanimously approved a
plan to spin-off the Accommodations business into a standalone, publicly
traded company. Oil States believes that the proposed spin-off of its
Accommodations business can be executed through a tax-free distribution to Oil
States shareholders during or before the summer of 2014.
"In recent years we have successfully grown Oil States and created significant
value for shareholders, and we believe that the spin-off of the Accommodations
business could further that shareholder value creation," said Cindy B. Taylor,
Oil States' President and Chief Executive Officer. "The proposed spin-off
transaction will result in two distinct companies, each positioned to succeed
as a focused global enterprise while continuing to benefit from the size and
scale of its high-quality asset base, innovative technology and significant
free cash flow generation."
The proposed spin-off will result in two standalone companies:
* Oil States will be focused on delivering technology and solutions to the
growing deepwater and shale play markets.
* Oil States currently has three business segments other than
accommodations: offshore products, well site services and tubular
services.
* The offshore products segment primarily focuses on the deepwater capital
equipment market.
* Both the well site services and tubular services segments primarily
focus on drilling and completion activity in the U.S. shale play
regions.
* The Accommodations business, which will be renamed prior to separation,
will be a leading integrated provider of remote site accommodations
services principally for temporary and permanent workforce housing,
offering customers a turn-key solution for workforce accommodations, food
services, facility management and water and wastewater services.
* The Accommodations business, as a standalone entity, will focus on
continued growth through contracted room expansions in its existing
Canadian oil sands, Australian mining and U.S. shale play markets as
well as expand into new regions within Canada and Australia and around
the world.
* The Accommodations business will initially be spun-off as a
C-Corporation, which offers a faster path to separation. The
Accommodations business will continue to assess the feasibility and
advisability of a potential future conversion into a real estate
investment trust (REIT).
* The earliest that a conversion of the standalone Accommodations business
into a REIT could occur is during the first quarter of 2015, but there
can be no assurance that the ongoing evaluation process with respect to
the Accommodations business will lead to a REIT conversion or any other
transaction, or that if any transaction is further pursued, that it will
be consummated.
Following the proposed spin-off transaction, both companies will be well
positioned with strong balance sheets and experienced management teams to
continue to invest and deliver value to shareholders.
To facilitate the proposed spin-off transaction, work has begun to determine
the detailed allocation of assets and liabilities, the management and
governance of the companies and the mechanics of completing the spin-off. The
completion of the spin-off will be subject to market conditions, the receipt
of an affirmative IRS ruling or independent tax opinion, completion of a
review by the U.S. Securities and Exchange Commission of a Form 10 to be filed
by the Accommodations business, the execution of separation and intercompany
agreements and final approval of the Oil States board of directors. The
spin-off will not be subject to a shareholder vote.
Lazard is serving as financial advisor to the Company, and Vinson & Elkins LLP
is serving as its legal advisor.
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