Core Laboratories Inc. /DE/ (CLB): debt financing — Core Laboratories completes redomestication from Netherlands to Delaware as Core Laboratories Inc.

Pursuant to the Transaction, as of May 1, 2023, Core Lab Delaware assumed Core Lab N.V.’s obligations under the Eighth Amended and Restated Credit Agreement, as amended, and outstanding notes, including the 2011 Senior Notes and the 2021 Senior Notes, and certain other obligations and liabilities of Core Lab N.V. have been transferred to Core Lab Delaware.

Pursuant to the Transaction, as of May 1, 2023, Core Lab Delaware assumed Core Lab N.V.’s obligations under the Eighth Amended and Restated Credit Agreement, as amended, and outstanding notes, including the 2011 Senior Notes and the 2021 Senior Notes, and certain other obligations and liabilities of Core Lab N.V. have been transferred to Core Lab Delaware.

Amendment to Note Purchase Agreements On May 1, 2023, in connection with the Transaction, Core Lab Delaware and Core Laboratories U.S., and each of the holders of the notes (collectively, the “Noteholders”) under (i) the Master Note Purchase Agreement dated as of September 30, 2011 (the “2011 Senior Notes”), and (ii) the Note Purchase Agreement dated as of October 16, 2020 (the “2021 Senior Notes”, and together with the 2011 Senior Notes, collectively, the “Notes”), entered into, respectively, (a) an Amendment No. 2 to Note Purchase Agreement and Assumption Agreement in respect of the 2011 Senior Notes and (b) an Amendment No. 2 to Note Purchase Agreement and Assumption Agreement in respect of the 2021 Senior Notes (collectively, the “Second Amendments”).

Item 1.01 Entry into a Material Definitive Agreement. Amendment to Credit Agreement On April 28, 2023, Core Lab N.V. and Core Laboratories (U.S.) Interests Holdings, Inc. (“Core Laboratories U.S.”) as borrowers, Bank of America, N.A., as Administrative Agent, Swing Line Lender, Letter of Credit Issuer and Collateral Agent, and the other lenders party to the Eighth Amended and Restated Credit Agreement dated as of July 25, 2022 (as amended, the “Credit Facility”) entered into a Consent and Amendment No. 1 (the “Amendment”) to the Credit Facility, pursuant to which the Administrative Agent and each of the lenders party to the Credit Facility (collectively, the “Lenders”) consented to the Merger of Core Lab N.V. into Core Lab Luxembourg, as contemplated by the Transaction, and agreed to make conforming amendments to the Credit Facility to, among other things, replace Core Lab N.V. with Core Lab Delaware as the successor parent borrower thereunder.