Oil States International, Inc. · NYSE:OIS
Oil States International — Merger or Acquisition (October 2010)
23 slides from Oil States International's merger presentation, Oct 15, 2010
Slide 1: Acquisition of The MAC Services Group Ltd.
Acquisition of The MAC Services Group Ltd. Ltd October 15,, 2010
Slide 2: Forward-looking Statements & Non-GAAP Financial Measures
Forward-looking Statements & Non-GAAP Financial Measures We include the following cautionary statement to take advantage of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statement made by us, or on our behalf. The factors identified in t
Slide 3: Transaction Summary
Transaction Summary 2
Slide 4: Summary
Summary Entered into agreement to acquire The MAC Services Group (“The MAC”) for A$3.90 per share, or US$643 million(1) The MAC is a leading integrated provider of accommodation services to the natural resources industry in Australia o Serves global mining companies producing metallurgical (“met
Slide 5: Transaction Rationale
Transaction Rationale Expansion of accommodations business into Australia Opportunities to grow through expansion of existing villages and undeveloped properties Transaction projected to be immediately accretive Complementary strategy, business model and culture to OIS Will lleverage our a
Slide 6: EBITDA Contribution by Business Line
EBITDA Contribution by Business Line For the Twelve Months Ended June 30, 2010 Stand Alone OIS Pro Forma Well Site Well Site Services Services 17% 19% Tubular Services Tubular Services 7% Accommodations 8% Accommodations 56% 51% Offshore Offshore Products Products 20% 22% j Total Adjusted EBITDA: US
Slide 7: Overview of The MAC
Overview of The MAC 6
Slide 8: Business Overview
Business Overview The MAC designs, constructs and operates accommodation villages for operating personnel at long lived, low-cost mines o Customers include leading global mining companies o Serve some of the lowest cost mines in the world Cluster of villages in Australia’s prolific Bowen Basin,
Slide 9: MAC Villages
MAC Villages 8
Slide 10: Village Summary
Village Summary Coppabella, Bowen Basin Queensland Coppabella Nebo, Bowen Basin Queensland Nebo Established in 2006 and currently has 1,654 Established in 1998 and currently has 347 rooms rooms Expect to take room count to over 500 in H1 2011 Dysart, Bowen Basin Queensland Middlemount, Bowen B
Slide 11: Australian Resource Development
Australian Resource Development DARWIN World’s largest exporter of met and thermal coal MACKAY World’s largest GLADSTONE p exporter of iron ore BRISBANE World’s second PERTH KALGOORLIE largest producer of gold ADELAIDE SYDNEY 0 200 400 600km Scale MELBOURNE World’s largest LEGEND uranium res
Slide 12: MAC Customers
MAC Customers Serving the Leading Global Mining Companies and Their Contractors Expanding p g capacity p y across several key natural resource regions of Australia Trend towards fly-in, fly-out operations p o Efficiency, employee preference o Similar to oil sands Significant contract coverage
Slide 13: Historical Financial Performance
Historical Financial Performance Room Count Revenue EBITDA (A$ millions) (A$ millions) 113 57 107 4,973 4 679 4,679 48 4,245 80 36 3,365 61 26 07A 08A 09A 10A 07A 08A 09A 10A 07A 08A 09A 10A Note: Reflects fiscal years ended June 30. 12
Slide 14: Room Rollout and Contracted Rooms
Room Rollout and Contracted Rooms Room Rollout As of June 30 June 2010 2011 R Rooms att Start St t 4 973 4,973 4 679 4,679 Rooms Added 0 1,212(2) Rooms Retired(1) (294) (221) Ending balance 4,679 5,670 Pro Forma (incl. OIS)(3) 11,491 14,364 Contracted Rooms at The MAC Year Percentage of Rooms Contra
Slide 15: Comparison of MAC and OIS Accommodations
Comparison of MAC and OIS Accommodations MAC OIS Total Rooms (as of 4,679 6,812 June 30, 2010) Total Villages/Lodges 6 6 Integrated Model 3 3 Ancillary Services Pub, Retail, Health Club, Linen Pub, Retail, Health Club, Laundry g g Village/Lodge Central kitchen facilities Central kitchen faciliti
Slide 16: Transaction Details
Transaction Details 15
Slide 17: Summary of Key Terms
Summary of Key Terms Acquisition of The MAC Services Group for A$3.90 per share o 16% and 22% premium to closing price and 1-month volume-weighted average price, respectively o 100% cash consideration o Total purchase price of US$681 mm(1) Unanimous support pp from both Boards of Directors To
Slide 18: Financing and Capitalization
Financing and Capitalization Financed with new committed $900 mm Senior Secured Credit Facilities with targeted allocation of: o $400 mm U.S. Revolving g Credit Facility y o $200 mm U.S. Term Loan o $200 mm Canada Revolving Credit Facility o $100 mm Canada Term Loan Summary Pro Forma Capitalizatio
Slide 19: Anticipated Timing
Anticipated Timing October 14: Announcement Late October: Submission of Scheme Booklet to Australian Securities and Investments Commission (“ASIC”) Early November: Receipt of ASIC comments, submission to court Mid-November: First court hearing to approve Scheme Booklet, distribution to share
Slide 20: Questions & Answers
Questions & Answers 19
Slide 21: Appendix
Appendix 20
Slide 22: EBITDA Reconciliation
EBITDA Reconciliation Oil States Pro Forma TTM EBITDA (US dollars in thousands) Oil States The MAC Pro forma Year ended Six months ended LTM Year ended LTM 12/31/09 6/30/09 6/30/10 6/30/10 6/30/10 6/30/10 0.88 Net Income $59,114 ($7,359) $77,720 $144,193 $24,275 Plus: Impairment of Goodwill 94,528 9
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