8-K
filed September 6, 2024, 7:59 PM ET
ticker INVX
CIK 0001042893
M&A
confidence high
sentiment neutral
materiality 0.85
Dril-Quip and Innovex merger closes; combined co. renamed Innovex International, Inc. (INVX)
Innovex International, Inc.
- Pre-Merger Innovex shareholders received ~32.2M shares; combined co. owned 52% by Dril-Quip holders, 48% by Innovex.
- Board expanded to nine; five new directors from Pre-Merger Innovex; Amberjack gets designee rights tied to ownership.
- Entered $110M revolver and ~$30M term loan with PNC, matures June 2026; total leverage ratio covenant ≤2.50x.
- Registration rights agreement with Amberjack affiliates; shelf registration to be filed within 10 business days.
- Indemnification agreements entered with all directors; credit facility jointed by company and subsidiaries.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jeffrey J. Bird was terminated as President and Chief Executive Officer at Innovex International, Inc..
- Action
- terminated
- Role
- President and Chief Executive Officer
Exact text from the filing
each of the following officers: (i) Jeffrey J. Bird, the Company’s President and Chief Executive Officer, (ii) Kyle F. McClure, the Company’s Vice President and Chief Financial Officer, (iii) James C. Webster, the Company’s Vice President, General Counsel and Secretary, and (iv) Don Underwood, the Company’s Vice President of Subsea Products (each, an “Executive Officer”) were terminated without cause, effective as of the closing date of the Mergers.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jeffrey J. Bird resigned as Director at Innovex International, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Jeffrey J. Bird and Darryl K. Willis each delivered a letter effectuating his resignation as a director of the Company and, as of the Effective Time, each ceased to be a director of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Patrick Connelly was appointed as Director at Innovex International, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the Board was increased to nine members, which consists of the following members: (i) Adam Anderson, Bonnie S. Black, Patrick Connelly, Angie Sedita and Jason Turowsky, each a former member of the Pre-Merger Innovex board of directors who was appointed to the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Adam Anderson was appointed as Director at Innovex International, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the Board was increased to nine members, which consists of the following members: (i) Adam Anderson, Bonnie S. Black, Patrick Connelly, Angie Sedita and Jason Turowsky, each a former member of the Pre-Merger Innovex board of directors who was appointed to the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Angie Sedita was appointed as Director at Innovex International, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the Board was increased to nine members, which consists of the following members: (i) Adam Anderson, Bonnie S. Black, Patrick Connelly, Angie Sedita and Jason Turowsky, each a former member of the Pre-Merger Innovex board of directors who was appointed to the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jason Turowsky was appointed as Director at Innovex International, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the Board was increased to nine members, which consists of the following members: (i) Adam Anderson, Bonnie S. Black, Patrick Connelly, Angie Sedita and Jason Turowsky, each a former member of the Pre-Merger Innovex board of directors who was appointed to the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kyle F. McClure was terminated as Vice President and Chief Financial Officer at Innovex International, Inc..
- Action
- terminated
- Role
- Vice President and Chief Financial Officer
Exact text from the filing
each of the following officers: (i) Jeffrey J. Bird, the Company’s President and Chief Executive Officer, (ii) Kyle F. McClure, the Company’s Vice President and Chief Financial Officer, (iii) James C. Webster, the Company’s Vice President, General Counsel and Secretary, and (iv) Don Underwood, the Company’s Vice President of Subsea Products (each, an “Executive Officer”) were terminated without cause, effective as of the closing date of the Mergers.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Darryl K. Willis resigned as Director at Innovex International, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Jeffrey J. Bird and Darryl K. Willis each delivered a letter effectuating his resignation as a director of the Company and, as of the Effective Time, each ceased to be a director of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Don Underwood was terminated as Vice President of Subsea Products at Innovex International, Inc..
- Action
- terminated
- Role
- Vice President of Subsea Products
Exact text from the filing
each of the following officers: (i) Jeffrey J. Bird, the Company’s President and Chief Executive Officer, (ii) Kyle F. McClure, the Company’s Vice President and Chief Financial Officer, (iii) James C. Webster, the Company’s Vice President, General Counsel and Secretary, and (iv) Don Underwood, the Company’s Vice President of Subsea Products (each, an “Executive Officer”) were terminated without cause, effective as of the closing date of the Mergers.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Bonnie S. Black was appointed as Director at Innovex International, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the Board was increased to nine members, which consists of the following members: (i) Adam Anderson, Bonnie S. Black, Patrick Connelly, Angie Sedita and Jason Turowsky, each a former member of the Pre-Merger Innovex board of directors who was appointed to the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
James C. Webster was terminated as Vice President, General Counsel and Secretary at Innovex International, Inc..
- Action
- terminated
- Role
- Vice President, General Counsel and Secretary
Exact text from the filing
each of the following officers: (i) Jeffrey J. Bird, the Company’s President and Chief Executive Officer, (ii) Kyle F. McClure, the Company’s Vice President and Chief Financial Officer, (iii) James C. Webster, the Company’s Vice President, General Counsel and Secretary, and (iv) Don Underwood, the Company’s Vice President of Subsea Products (each, an “Executive Officer”) were terminated without cause, effective as of the closing date of the Mergers.
View on SEC.gov
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