NATIONAL OILWELL VARCO INC false 0001021860 0001021860 2019-10-30 2019-10-30

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): October 30, 2019

 

NATIONAL OILWELL VARCO, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

1-12317

 

76-0475815

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

7909 Parkwood Circle Dr.

Houston, Texas

 

77036

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code: 713-346-7500

 

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. below):

  Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  Pre-commencement communication 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)

 

Name of each exchange

on which registered

Common Stock, par value $0.01 per share

 

NOV

 

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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.  

 

 


Item 1.01 Entry into a Material Definitive Agreement

On October 30, 2019, National Oilwell Varco, Inc. (the “Company) entered into an Amendment No. 1 to the 5-Year Credit Agreement among the Company, Wells Fargo Bank, National Association, as Administrative Agent, and the lenders party thereto (the “Amendment”) in order to effect, among other things, the amendments described below.

The Amendment amends the 5-Year Credit Agreement dated as of June 27, 2017 by and among the Company, as borrower, Wells Fargo Bank, National Association, as Administrative Agent and the lenders party thereto (the “Credit Agreement”) to, among other things, (i) extend the maturity date of the revolving credit facility from June 27, 2022 to October 30, 2024, (ii) decrease the revolving credit facility from $3,000,000,000 (with a $1,000,000,000 accordion) to $2,000,000,000 (with a $1,000,000,000 accordion), (iii) reduce the letter of credit sublimit from $1,000,000,000 to $750,000,000, (iv) permit the Company to elect to have Fitch ratings included in the pricing grid, and (v) make certain other changes to the Credit Agreement, including, without limitation, an update to (a) the LIBOR replacement language, (b) sanctions, anti-terrorism, anti-corruption and anti-money laundering provisions consistent with the Administrative Agent’s internal policies and (c) add provisions concerning qualified financial contracts, division/plan of division and beneficial ownership.

The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the text of the Amendment filed as Exhibit 10.1 to this Form 8-K and incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure required by this item and contained in Item 1.01 above in this Form 8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit
Number

   

Description

         
 

10.1

   

Amendment No. 1 to the 5-Year Credit Agreement among the Company, Wells Fargo Bank, National Association, and the lenders party thereto, dated as of October 30, 2019.

         
 

104

   

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

NATIONAL OILWELL VARCO, INC.

     

By:

 

/s/ Brigitte M. Hunt

 

Brigitte M. Hunt

Vice President

Date: November 4, 2019