Innovex International Q1 2025 Earnings Presentation Highly Confidential | 1 Disclaimer Historical financial results presented in this Presentation as averages or annualized forms are not necessarily indicative of results that may be expected for any future period. Cautionary Statement Regarding Forward-Looking Statements This Presentation contains forward-looking statements about Innovex International, Inc. ("Innovex," "INVX," the "Company," "we" or "us") and its industry that involve substantial risks and ...

Financial Performance - For the three months ended March 31, 2025, net income, income from operations, and Adjusted EBITDA were approximately 6%, 9%, and 19% of revenue, respectively, with capital expenditures accounting for only 3% of revenue [104]. - Revenues for the three months ended March 31, 2025, were $240.4 million, an increase of 88% from $128.0 million in the same period of 2024 [131]. - Cost of revenues for the same period was $163.9 million, up 108% from $78.9 million in 2024, primarily due to increased product costs and personnel expenses [133]. - Net income for the three months ended March 31, 2025, was $14.8 million, a decrease of 10% from $16.4 million in 2024 [143]. - Cash provided by operating activities increased to $31.1 million, a 147% increase from $12.6 million in the prior year [150]. - Adjusted EBITDA for Q1 2025 was $45.9 million, an increase of $13.4 million (41%) from $32.5 million in Q1 2024 [164]. - Free Cash Flow for Q1 2025 was $24.0 million, an increase of $13.9 million (136%) from $10.2 million in Q1 2024 [169]. - Net income for Q1 2025 was $14.8 million, a decrease of $1.7 million (10%) from $16.4 million in Q1 2024 [163]. Acquisitions and Mergers - Innovex's acquisition of 80% of DWS for $75.1 million in cash and 1,918,558 shares of common stock was completed on November 29, 2024, enhancing its market position [108]. - The company acquired SCF Machining Corporation for $17.7 million in cash on February 7, 2025, aimed at strengthening its low-cost supply chain [109]. - The company acquired the remaining 80% equity interest in DWS on November 29, 2024, fully consolidating its earnings thereafter [129]. - The merger with Legacy Innovex was completed on September 6, 2024, marking a significant strategic shift for the company [107]. - Acquisition and integration costs rose to $4.3 million, a significant increase of 455% from $0.8 million in 2024, driven by the Merger and acquisitions [138]. Market and Industry Outlook - Rystad Energy forecasts global upstream energy spending to remain flat through 2025, with a projected increase of 3% in 2027, impacting drilling activity levels [113]. - The annual number of global wells drilled is expected to rise from approximately 31,700 in 2024 to about 32,300 in 2027, reflecting a gradual recovery in the oil and gas sector [113]. Financial Position and Debt - The Credit Agreement established a $200 million senior secured revolving credit facility, maturing on February 27, 2030, increasing the maximum revolving amount from $110 million to $200 million [111]. - Total indebtedness as of March 31, 2025, was $25.2 million, with cash and restricted cash of $68.1 million and availability under the Revolver of $103.3 million [145]. - The Company had $15.6 million of borrowings under the revolving credit facility as of March 31, 2025, compared to $16.0 million as of March 31, 2024 [160]. - The effective interest rate on the Revolver was approximately 8.25% for the three months ended March 31, 2025, compared to 8.52% in 2024 [147]. - The Company is required to maintain a fixed charge coverage ratio of not less than 1.10 to 1.00 under the Credit Agreement [158]. - The Company entered into a new Credit Agreement on February 27, 2025, providing a revolving credit facility of up to $200 million [155]. Risk Factors - The Company is primarily exposed to interest rate risk through variable rate debt outstanding of $15.6 million under the Revolver as of March 31, 2025 [188]. - The Company does not engage in material hedging transactions, exposing it to commodity price risk due to fluctuations in oil and natural gas prices [185]. - A portion of the Company's revenues are derived internationally, making it susceptible to foreign currency exchange rate risk [187]. - The Company evaluates its property and equipment for impairment whenever changes in circumstances indicate that the carrying amount may not be recoverable [180]. - The Company recognized a total impairment of $2.9 million due to a significant decrease in the market price of long-lived assets related to land and buildings acquired as part of the Merger [181]. - As of March 31, 2025, the valuation allowance for deferred tax assets was $53.3 million, indicating uncertainty in future realizability [177]. - The Company regularly assesses the realizability of deferred tax assets based on projected future taxable income and tax planning strategies [177]. Corporate Strategy and Culture - Innovex's culture of "No Barriers" aims to enhance innovation speed and customer responsiveness, positioning the company favorably against larger competitors [101]. - The company maintains a conservative balance sheet to ensure operational and financial flexibility throughout industry cycles [105]. - Goodwill represents the excess of purchase price paid over the fair market value of net assets acquired, with significant assumptions involved in its evaluation [179]. - The Company utilizes independent valuation specialists to assist in determining the fair value of acquired assets during significant acquisitions [179]. - The Company believes that estimates and assumptions used in impairment assessments are reasonable, but market conditions could lead to future impairments [182].

Agreement Details - The agreement is made between INNOVEX INTERNATIONAL, INC. and BIG ACQUISITIONS LLC as of April 21, 2025[2]. - Purchaser agrees to purchase the Property from Seller for a specified Price, subject to adjustments[7]. - Purchaser must deposit Earnest Money within three business days after the Effective Date, along with a nonrefundable amount of $100[8]. - The closing date is defined as fifteen (15) days after the diligence date, which is eighty-five (85) days after the effective date[106]. - The purchase price for the property is set at $95 million[116]. - The earnest money for the transaction is set at $1,000,000.00[107]. Seller Obligations - Seller shall convey fee simple title to the Real Property to Purchaser, subject only to Permitted Title Exceptions[15]. - Seller must discharge any consensual mortgages or liens prior to the Closing Date[19]. - Seller is duly organized and authorized to transact business in the state where the Real Property is located[21]. - Seller's execution of the Agreement does not breach any other agreements or violate any laws[22]. - Seller has not received any written notice of violations regarding the Real Property, ensuring compliance with fire, health, safety, and environmental laws[24]. - Seller confirms that all Licenses and Warranties are in full force and effect, with no defaults reported[27]. - No judgments or decrees affecting the Property are unpaid or unsatisfied, ensuring clear title and operational stability[28]. - Seller and controlling persons are not included on any Government List, indicating compliance with regulatory standards[30]. - Seller must maintain insurance coverage at levels ordinarily maintained prior to the Closing Date[53]. - The Seller is responsible for all real estate taxes and special assessments due and payable on or before the Closing Date[65]. - The seller must provide written notice regarding any underground or aboveground storage tanks prior to closing[93]. - The seller is required to deliver a statutory notice related to the tax rate and bonded indebtedness of any utility district prior to final execution of the agreement[94]. Purchaser Rights and Responsibilities - Purchaser has the right to conduct investigations and evaluations of the Property until the Closing Date[10]. - Purchaser can terminate the Agreement if it decides not to pursue the acquisition by notifying Seller before the Diligence Date[14]. - Purchaser has conducted investigations of the Property and will rely solely on its own findings, accepting the Property "as-is"[40]. - Purchaser must notify Seller of any material misrepresentation within two business days of discovery, ensuring timely communication[32]. - The Purchaser's obligations are contingent upon the Seller fully performing all material obligations under the agreement without any existing defaults[47]. - The Purchaser has the right to terminate the agreement if any conditions precedent are not satisfied prior to the Closing Date[49]. - The Purchaser will assume responsibility for all expenses attributable to the period after the Closing Date, including utilities and service contracts[67]. - Purchaser may assign rights to an affiliated entity without Seller's consent, provided written notice is given[74]. Property Condition and Liabilities - Seller disclaims any representations regarding the operational performance or income potential of the Property, limiting liability[41]. - The property contains approximately 1,158,368 square feet of rentable space in total[106]. - The property is conveyed "as is," with no warranties regarding its condition or suitability for any particular purpose[137]. - The seller is not liable for the accuracy or completeness of the reports provided to the purchaser[127]. Dispute Resolution and Indemnification - In the event of a dispute, the escrowee has the right to hold the earnest money until the dispute is resolved[101]. - Each party must indemnify the other against claims for brokerage fees not covered by their respective brokers[75]. - The agreement stipulates that the seller and purchaser jointly indemnify the escrowee against any liabilities incurred[103]. Miscellaneous Provisions - Notices must be in writing and can be delivered via hand, courier, certified mail, or electronic mail[76]. - The Agreement is governed by the laws of the state where the Real Property is located[79]. - The agreement includes provisions for statutory disclosures required by Texas law[92]. - The agreement includes provisions for the delivery of property documents within five days following the effective date[112]. - The transaction includes various property documents, including title policies and reports related to the property[126]. - The seller has disclosed certain title exceptions in the Title Commitment[116]. - The Lease will provide for one right to extend the lease term for an additional six consecutive calendar months[45]. - Seller will pay a gross rent of $650,000 per month under the lease agreement, which will commence on the Closing Date and expire on December 31, 2025[45]. Termination Rights - Purchaser can terminate the Agreement if property damage exceeds $750,000 due to fire or other casualties[69]. - If damage is $750,000 or less, Purchaser will receive a credit against the Price equal to the insurance deductible[69]. - Purchaser can terminate the Agreement if any condemnation proceedings are initiated prior to the Closing Date[71]. - Seller must notify Purchaser of any condemnation proceedings within 48 hours of receipt[71]. - If Purchaser defaults and does not cure within 5 days, Seller can retain the Earnest Money as the sole remedy[72]. - If Seller defaults and does not cure within 5 days, Purchaser can either terminate the Agreement or compel Seller to perform[72].

Mergers and Acquisitions - The merger between Innovex Downhole Solutions, Inc. and Dril-Quip, Inc. was completed on September 6, 2024, resulting in Legacy Innovex becoming a wholly owned subsidiary of Dril-Quip, with shareholders receiving 32,183,966 shares of the new company stock at a conversion rate of 2.0125[22] - Innovex acquired 80% of Downhole Well Solutions, LLC for a total purchase price of $75.1 million in cash and 1,918,558 shares of Company Common Stock on November 29, 2024[23] Market Overview - The total addressable market (TAM) for Innovex's products was estimated at $4.5 billion in 2023, which increased to $8.3 billion in 2024 post-merger, with $3.6 billion in North America and $4.7 billion in International & Offshore markets[25] - In 2024, approximately 55% of Innovex's revenue came from the North American market, while the International and Offshore markets contributed 45%[26] - Innovex's revenue sources in 2024 included approximately 80% from product sales, 8% from rental tools, and 12% from services[35] - The company estimates its market share in the North American market at 13% and 12% in the International and Offshore markets for 2024, reflecting growth opportunities post-merger and acquisition[31] Product Development and Innovation - Innovex is focused on new product development, with an active pipeline aimed at expanding its addressable market and enhancing its product portfolio[46] - Innovex's engineering team is dedicated to R&D and product enhancements, ensuring responsiveness to customer needs and market opportunities[44] - As of December 31, 2024, Innovex held approximately 829 U.S. and international patents, supporting its proprietary technology and product innovations[51] - The company emphasizes a culture of innovation and aims to attract and retain top talent in the oil and natural gas industry[66] Customer and Revenue Insights - As of December 31, 2024, the company had 1,376 unique active customers, a decrease from 1,485 in 2023, with the top ten accounts contributing 35% of revenue[58] - The company’s top customers include major national and international oil companies, indicating a strong market position[58] Operational Strategy - The company maintains a disciplined acquisition strategy, viewing acquisitions as a core competency to drive growth and market share expansion[32] - The company operates manufacturing facilities in multiple locations, including Texas, Louisiana, Scotland, Singapore, Brazil, Canada, Vietnam, and Saudi Arabia, to support global operations[60] - The company maintains a flexible manufacturing and supply chain model to balance responsiveness with cost efficiency[60] - The company plans to increase spending with low-cost international vendors to improve margins and enhance competitiveness[61] - The company employs 2,683 individuals as of December 31, 2024, with a strong focus on employee health, safety, and well-being[67] Regulatory and Environmental Factors - The company is subject to various environmental regulations, which may impose substantial compliance costs and affect operational expenses[69] - The company is actively monitoring climate change regulations, with potential impacts on demand and pricing for fossil fuels due to international commitments[76] - The Infrastructure Investment and Jobs Act and the Inflation Reduction Act (IRA) contain billions in incentives for renewable energy and clean technologies, potentially impacting demand for oil and natural gas products[77] - The IRA imposes a methane emissions charge starting at $900 per ton in 2024, increasing to $1,500 per ton in 2026 and beyond, which could raise customers' operating costs[77] - The Bureau of Ocean Energy Management estimates that $6.9 billion in new supplemental financial assurance will be required from offshore leaseholders under new regulations[85] - Regulatory changes related to hydraulic fracturing and wastewater disposal could adversely affect demand for the company's products and services[81][84] - Almost half of U.S. states have implemented measures to reduce greenhouse gas emissions, which could impact customer operations and demand for products[78] - Environmental activism and divestment initiatives may limit the company's access to capital and affect business operations[80] - Increased regulation regarding induced seismicity could lead to greater opposition to oil and natural gas activities, impacting demand for the company's products[83] Financial Risks - The company is exposed to commodity price risk due to fluctuations in oil and natural gas prices, impacting customer activity levels[358] - As of December 31, 2024, the company had variable rate debt of $11.4 million under the Term Loan and $14.0 million under the Revolver, exposing it to interest rate risk[360] - The company does not engage in material hedging transactions, leaving it exposed to market risks inherent in its operations[359]

Financial Performance - Revenue for Q4 2024 was $251 million, representing a 65% increase quarter over quarter[5] - Net income for Q4 2024 was $32 million, with a net income margin of 13%[5] - Adjusted EBITDA for Q4 2024 was $49 million, yielding an adjusted EBITDA margin of 20%[5] - Revenues for the three months ended December 31, 2024, were $250,687 thousand, a 64.9% increase from $151,817 thousand in the previous quarter and a 88.4% increase from $133,190 thousand in the same quarter last year[23] - Net income for the twelve months ended December 31, 2024, was $140,325 thousand, compared to $73,926 thousand for the same period last year, representing an increase of 89.5%[23] - Adjusted EBITDA for the three months ended December 31, 2024, was $49.063 million, up from $32.332 million in the same period of 2023, reflecting a 52.0% increase[34] - Free cash flow for the twelve months ended December 31, 2024, was $79.845 million, compared to $60.377 million in 2023, marking a 32.2% increase[40] Cash Flow and Liquidity - Free cash flow generated in Q4 2024 was $29 million, with net cash provided by operating activities at $36 million[5][10] - The company reported a net cash provided by operating activities of $36,345 thousand for the three months ended December 31, 2024, compared to $21,722 thousand in the previous quarter, an increase of 67.5%[27] - The net cash provided by operating activities for the three months ended December 31, 2024, was $36.345 million, compared to $21.385 million in the same period of 2023, showing a growth of 70.3%[40] Debt and Liabilities - Innovex's total debt at the end of Q4 2024 was $35 million, representing 0.26x trailing twelve month adjusted EBITDA[10] - Total liabilities increased to $239,327 thousand as of December 31, 2024, from $228,432 thousand as of September 30, 2024, a rise of 3.9%[25] Shareholder Returns - The company announced a $100 million share buyback authorization to enhance shareholder returns[5][16] Growth and Acquisitions - The company achieved $30 million in annualized merger cost synergies just five months post-merger[5] - The company acquired Downhole Well Solutions, enhancing its market position in proprietary drilling optimization tools[5] - The company incurred acquisition costs of $7,808 thousand in the three months ended December 31, 2024, compared to $20,296 thousand in the previous quarter, reflecting a decrease of 61.5%[23] - The company incurred acquisition costs of $33.300 million for the twelve months ended December 31, 2024, compared to $2.327 million in 2023, indicating a significant increase in acquisition-related expenses[38] Assets and Equity - Total assets as of December 31, 2024, were $1,197,483 thousand, up from $1,132,783 thousand as of September 30, 2024, indicating a growth of 5.7%[25] - The ending equity for the twelve months ended December 31, 2024, was $958.156 million, a substantial increase from $328.921 million in 2023, reflecting a growth of 191.5%[38] Revenue Breakdown - Revenue from North America Onshore for the three months ended December 31, 2024, was $102.774 million, up from $85.348 million in the same period of 2023, a growth of 20.5%[42] - International & Offshore revenue for the three months ended December 31, 2024, was $147.913 million, significantly higher than $47.842 million in the same period of 2023, representing a 208.5% increase[42] Earnings Per Share - Basic earnings per share for the three months ended December 31, 2024, were $0.47, down from $2.03 in the previous quarter, indicating a significant decrease due to the prior quarter's exceptional performance[23]

Financial Performance - For the nine months ended September 30, 2024, Innovex reported net income, income from operations, and Adjusted EBITDA as approximately 26%, 5%, and 22% of revenue, respectively, with capital expenditures accounting for only 1% of revenue [98]. - Innovex's income from operations for the nine months ended September 30, 2024, was approximately $22.2 million, a decrease from $74.0 million for the same period in 2023 [98]. - Revenues for the three months ended September 30, 2024, were $151.8 million, a 9% increase from $139.1 million in the same period of 2023 [118]. - Net income for the three months ended September 30, 2024, was $82.6 million, a 437% increase from $15.4 million for the same period in 2023 [131]. - Net income for the nine months ended September 30, 2024, was $108.5 million, an increase of $53.0 million, or 95%, from $55.5 million for the same period in 2023 [144]. - Adjusted EBITDA for the three months ended September 30, 2024, was $27.4 million, a decrease of 18% from $33.3 million in the same period of 2023 [164]. - The company reported a Free Cash Flow of $51.1 million for the nine months ended September 30, 2024, an increase of 27% from $40.1 million in the same period of 2023 [168]. Market Contribution - The North America market contributed approximately 63% of total revenue, while international and offshore markets accounted for 37% [94]. - The company aims to significantly increase revenue from international and offshore markets, particularly in the Middle East, which has become its largest international market [94]. - NAM market revenue for the nine months ended September 30, 2024, was $258.3 million, a decrease of $22.5 million from $280.8 million in the same period of 2023 [131]. - International and Offshore market revenue for the nine months ended September 30, 2024, was $151.8 million, an increase of $10.2 million from $141.6 million in the same period of 2023 [131]. Costs and Expenses - Cost of revenues for the three months ended September 30, 2024, was $99.1 million, an 11% increase from $89.2 million for the same period in 2023 [120]. - Selling, general and administrative expenses for the three months ended September 30, 2024, were $38.0 million, a 98% increase from $19.2 million in the same period of 2023 [121]. - Total costs and expenses for the three months ended September 30, 2024, were $165.0 million, a 43% increase from $115.1 million in the same period of 2023 [118]. - Acquisition costs for the three months ended September 30, 2024, were $20.3 million, a significant increase from $0.8 million in the same period of 2023 [125]. - Acquisition costs for the nine months ended September 30, 2024, were $25.5 million, an increase of $23.5 million from $2.0 million for the same period in 2023 [138]. Merger and Corporate Structure - Innovex's merger with Legacy Innovex was completed on September 6, 2024, with the new company name being Innovex International, Inc. [100]. - The merger resulted in Legacy Innovex stockholders receiving 32,183,966 shares of the new company common stock [101]. Cash Flow and Indebtedness - Cash provided by operating activities was $57.1 million for the nine months ended September 30, 2024, compared to $54.5 million for the same period in 2023, reflecting a $2.6 million increase [149]. - Net cash provided by investing activities was $150.4 million for the nine months ended September 30, 2024, compared to $(31.6) million for the same period in 2023, indicating a $182.0 million increase [151]. - Net cash used in financing activities was $(114.2) million for the nine months ended September 30, 2024, an increase of $91.2 million from $(23.0) million for the same period in 2023 [152]. - As of September 30, 2024, total indebtedness was $23.0 million, with cash and restricted cash of $99.9 million and availability under the Revolver of $90.8 million [145]. - As of September 30, 2024, the company had $12.7 million in borrowings under the Term Loan and $31.3 million under the Revolver, compared to $19.0 million and $31.3 million, respectively, as of September 30, 2023 [159]. Tax and Valuation - Income tax expense for the nine months ended September 30, 2024, was $6.9 million, a decrease of $8.5 million from $15.4 million for the same period in 2023 [143]. - The company had a valuation allowance for deferred tax assets of $65.1 million as of September 30, 2024 [173]. Risk Management and Impairment - The company is indirectly exposed to fluctuations in oil and natural gas prices, which may impact drilling and completion activity levels of its customers in the exploration and production industries [181]. - Legacy Innovex performs annual impairment analysis of goodwill as of December 31st, requiring judgments about future revenues and costs related to long-term assets [176]. - The estimates and assumptions used in impairment assessments are considered reasonable, but significant market changes could lead to future impairments [178]. - Credit risk is managed by analyzing the financial condition of counterparties, primarily E&P operators, before accepting new customers [183]. - The company evaluates property and equipment for impairment whenever changes in circumstances indicate that the carrying amount may not be recoverable [176]. Financial Ratios - The company maintained a total leverage ratio of not more than 2.50 to 1.00 as of the last day of each fiscal quarter, in compliance with the Credit Agreement [158]. - The company reported a fixed charge coverage ratio of not less than 1.10 to 1.00 as of the last day of each fiscal quarter, contingent on certain conditions [158]. - The company's Return on Capital Employed (ROCE) decreased to 9% for the twelve months ended September 30, 2024, down from 22% in the previous year [166].

Financial Performance - Innovex reported a strong financial performance with a net cash position supporting long-term growth[10]. - Revenue for Q3 2024 was $152 million, representing a 17% increase quarter over quarter[16]. - Adjusted EBITDA for Q3 2024 was $27 million, with an Adjusted EBITDA margin of 18%[16]. - Free Cash Flow for Q3 2024 was $20 million[16]. - Total cash on the balance sheet is $100 million, with total debt of $23 million, resulting in net cash of $77 million[18]. - Legacy Innovex's revenue for 2023 is projected at $556 million, an increase from $467 million in 2022[32]. - Legacy Dril-Quip's revenue for 2023 is projected at $478 million, up from $362 million in 2022[34]. - Adjusted EBITDA for the combined company in 2023 is projected to be $221 million, with a net income margin of 9%[36]. Strategic Goals - The company aims to create a unique energy industrial platform focused on delivering exceptional value and returns for shareholders[10]. - The company emphasizes a capital-light model with high returns, aiming for disciplined acquisitions and divestitures[11]. - The company aims to leverage complementary products and technologies to drive organic growth post-merger[14]. - The company plans to grow Innovex's product suite in Canada by leveraging Dril-Quip's infrastructure[20]. - The company aims to leverage Dril-Quip's brand and customer relationships to expand Innovex products in offshore and subsea markets[20]. Merger and Integration - The merger with Dril-Quip closed on September 6, 2024, with Legacy Dril-Quip stockholders owning approximately 52% and Legacy Innovex stockholders owning about 48%[14]. - The company has been renamed Innovex International, Inc., and the ticker changed from DRQ to INVX[14]. - Expected annual cost synergies of at least $30 million, with 50% anticipated to be realized within 12 months and 100% within 24 months[20]. - Achieved the first $15 million of cost synergies in year 1, with a clear path to achieving the full $30 million within the projected timeframe[20]. - Combined company expected to have an implied $58 million adjusted EBITDA opportunity if legacy Dril-Quip margins improve to legacy Innovex levels[20]. Market Outlook - Q4 2024 revenue guidance is projected to be between $220 million and $230 million[16]. - Q4 2024 Adjusted EBITDA is expected to be between $35 million and $40 million[16]. - The market assumption for Q4 2024 indicates flat activity compared to Q3 2024[16]. Risk Factors - The company acknowledges substantial risks and uncertainties that could affect future performance, particularly related to the merger with Dril-Quip[3]. - The company has not independently verified the accuracy of third-party information used in its financial presentations, indicating potential risks[4]. - Innovex's management has provided an outlook regarding Adjusted EBITDA, a non-GAAP financial measure, but specific guidance for reconciling items is not available[8]. - Innovex's financial information includes both GAAP and non-GAAP measures, with non-GAAP measures providing additional insights into operational performance[7]. Company Culture - Innovex's culture promotes innovation and rapid response to market needs, fostering a customer-centric approach[12]. - The company has a diversified presence across attractive global markets, enhancing its competitive position[11].

Core Insights - Dril-Quip Inc (DRQ) shares increased by 3.32% on October 2, reaching an intraday high of $15.33 before closing at $15.27, which is 50.63% below its 52-week high of $30.93 and 8.55% above its 52-week low of $14.07 [1] - The average one-year price target for Dril-Quip Inc from three analysts is $28.33, indicating a potential upside of 85.55% from the current price [2] - GuruFocus estimates the fair value (GF Value) for Dril-Quip Inc at $37.43, suggesting a significant upside of 145.12% from the current price [2] Trading Performance - The trading volume for Dril-Quip Inc was reported at 0 shares, which is 0.0% of the average daily volume of 301,284 [1] Analyst Recommendations - The consensus recommendation from three brokerage firms for Dril-Quip Inc is an average rating of 3.0, indicating a "Hold" status on a scale where 1 is Strong Buy and 5 is Sell [2]

Core Viewpoint - Dril-Quip and Innovex have decided to waive the requirement for Dril-Quip's stockholders to approve a charter amendment, facilitating a smoother merger process [1][3][7] Group 1: Merger Details - The charter amendment proposal and related governance proposals have been withdrawn from the agenda of Dril-Quip's special stockholders meeting scheduled for September 5, 2024 [2][3] - The removal of these governance provisions aims to streamline the merger process between Dril-Quip and Innovex [3][6] Group 2: Shareholder Engagement - The decision to withdraw the charter amendment was influenced by shareholder feedback, indicating concerns over certain governance provisions [4][5] - Dril-Quip's chairman emphasized the company's commitment to strong corporate governance and responsiveness to shareholder input [5][6] Group 3: Strategic Implications - Despite the withdrawal of the charter amendment proposal, the merger remains on track, with both companies reaffirming their commitment to completing it [6][7] - The strategic benefits and value creation for stakeholders are highlighted as key motivations for the merger [6][7]

Core Viewpoint - Dril-Quip, Inc. is facing significant opposition to its proposed merger with Innovex Downhole Solutions, primarily from GAMCO, which holds 8.32% of Dril-Quip's shares, and Institutional Shareholder Services (ISS) has issued a mixed recommendation regarding the merger [1][2][5] Merger Details - The merger aims to combine Dril-Quip and Innovex under the Innovex Downhole Solutions name, potentially creating a more resilient earnings profile [3] - Concerns have been raised about the merger terms, as Innovex and Amberjack Partners would gain control of the combined entity without providing a control premium to Dril-Quip shareholders [3][4] - The new board structure would consist of up to nine directors, with Amberjack appointing four members, Innovex's CEO, and Dril-Quip appointing the remaining four, effectively giving majority control to Innovex and Amberjack [4] Compensation Issues - Dril-Quip's CEO Jeff Bird is expected to receive a compensation package of $8.1 million, while CFO Kyle McClure is set to receive $3.8 million due to the change of control triggered by the merger [4] Shareholder Sentiment - The future of the merger remains uncertain as shareholders prepare to vote, with significant opposition and governance concerns still prevalent [5]