Drilling Tools International (DTI) M&A announcement summary

Deal rationale and strategic fit

• Combines complementary rental models and geographies, with limited customer overlap, into a broader global drilling-tools platform.

• Adds Saltire’s North Sea, Middle East and Asia Pacific rental tools, downhole and bottom-hole assembly tools, and pressure control equipment.

• Eastern Hemisphere exposure rises to ~40% of pro forma revenue, from 18% in Q2 2026; established operator and National Oil Company relationships broaden customer reach.

• Rental fleet expands from ~63,000 tools to more than 100,000, with opportunities to deploy ClearPath, Drill-N-Ream and other technologies across Saltire’s customer base.

Financial terms and conditions

• Consideration for 100% of Saltire is ~$80 million cash plus a fixed 17.4 million shares; share value is based on the 20-day VWAP immediately before closing. Cash is expected to be funded with new debt and existing credit-facility borrowings.

• Purchase multiple is 5.5x EV/EBITDA, based on Saltire run-rate Adjusted EBITDA of $22.5 million; estimated 2026 revenue is $50.4 million and Adjusted EBITDA margin is 45%.

• Pro forma estimates, excluding synergies and transaction costs, are revenue of $205–$220 million, Adjusted EBITDA of $58–$68 million at 28%–31% margin, and Adjusted Free Cash Flow of $33–$38 million.

• Adjusted Free Cash Flow is expected to increase by more than 80% versus 2026 guidance; Adjusted EBITDA margin and Adjusted Free Cash Flow per share are expected to be accretive in Year 1.

• Pro forma net debt/TTM Adjusted EBITDA is expected at ~2.2x at closing, with a target of ~1.0x within 24 months; free cash flow is expected to prioritize debt repayment.

Synergies and expected cost savings

• Year 1 accretion assumptions do not rely on cost savings, revenue synergies or pricing improvements; commercial pull-through, technology deployment and selective operating efficiencies are potential upside.

• Cross-selling opportunities include proprietary wellbore optimization technologies for Saltire customers and Saltire’s drilling jars and pressure control equipment for the combined offering.

• Saltire’s lean footprint, longer-term contracts, product mix and tool deployment patterns contribute to its higher margin and cash-conversion profile.