The deal is structured with a fixed share count (17.4M shares) and no price adjustment, meaning DTI's stock price at close directly impacts the total consideration value. With a 24-month lock-up and tranche releases, the ~30% overhang from seller shares will be absorbed gradually. The financing condition (Nov 30, 2026 deadline) and stockholder vote are key near-term catalysts. Monitor the Form S-4 filing and any regulatory or financing updates for deal completion risk.
Price Chart
Executive Summary
Drilling Tools International Corp. (DTI) has entered into a definitive agreement to acquire Saltire Energy Limited and Foxley Energy Limited for approximately $80 million in cash and 17.4 million shares of DTI common stock, with the sellers expected to own ~30% of the combined company. The transaction is expected to close in Q1 2027, subject to stockholder approval, regulatory clearances, and financing conditions. The deal is structured as a cash-and-stock acquisition with a locked-box pricing mechanism, a 24-month lock-up on seller shares, and no fiduciary out for the board.
Key Financial Metrics
Key Facts
- Total consideration: ~$80M cash + 17.4M fixed shares of DTI common stock (sellers to own ~30% post-close)
- Cash consideration of £60,289,856.60 (~$81M at $1.343/£) subject to locked-box adjustments including a daily profit ticker of £23,354 from July 1, 2026
- Saltire expected to generate run-rate 2026 revenue of ~$50.4M, Adjusted EBITDA of ~$22.5M (45% margin), and Adjusted Free Cash Flow of $15.8M
- Transaction expected to be accretive to Adjusted EBITDA margin and Adjusted Free Cash Flow per share in Year 1 without cost synergies
- Eastern Hemisphere revenue share expected to increase from ~18% to ~40% of pro forma revenue
- Closing conditions include DTI stockholder approval, SEC effectiveness of Form S-4, Nasdaq listing approval, and financing
- No fiduciary out for the board; no termination right if stockholders fail to approve
- Lock-up on seller shares: 24 months with tranche releases at 12, 18, and 24 months; early release mechanism if stock price exceeds 200% of $3.49 reference price for 15 consecutive days
- Outside date for closing: March 31, 2027
- Financing condition: Buyer must obtain debt/equity financing on agreed terms; termination right for seller if financing not obtained by November 30, 2026
Financial Impact
Total enterprise value of ~$80M cash plus 17.4M shares of DTI common stock; Saltire's run-rate 2026 Adjusted EBITDA of ~$22.5M implies an EV/EBITDA multiple of approximately 5.5x based on the cash portion and current stock price
Risk Factors
- Financing risk: Buyer must obtain debt/equity financing on agreed terms; seller can terminate if not obtained by Nov 30, 2026
- Stockholder approval risk: No fiduciary out and no termination right if stockholders fail to approve; required for Nasdaq listing rule 5635(a)
- Integration risk: Cross-border acquisition with UK entities; historic Scottish lease tax liabilities and Romanian subsidiary dissolution
- Dilution risk: 17.4M fixed shares represent ~30% pro forma ownership; no price adjustment mechanism
- Market risk: Oilfield services cyclicality; Eastern Hemisphere exposure to North Sea, Middle East, and APAC markets
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 425 Filing (Primary) | 0001193125-26-417371 |
| Document: 0001193125-26-417371-index-headers.html | 0001193125-26-417371 |
| Document: 0001193125-26-417371-index.html | 0001193125-26-417371 |
| Document: 0001193125-26-417371.txt | 0001193125-26-417371 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 22, 2026 5d ago | S-4/A | $1.70 $1.73 | ▼ −1.47% | ▼ −1.99% | $1.66 (+2.35%) |
Oct 14, 2026 12d ago | SC 13G/A | $1.67 $1.86 | ▲ +11.38% | ▲ +12.48% | $1.66 (−0.60%) |
Oct 13, 2026 14d ago | 8-K | $2.02 $1.81 | ▼ −10.40% | ▼ −9.32% | $1.66 (−17.82%) |
Oct 9, 2026 18d ago | S-4 | $1.97 $2.02 | ▲ +2.54% | ▲ +2.55% | $1.66 (−15.74%) |
Oct 8, 2026 19d ago | 425 | $2.05 $1.97 | ▼ −3.90% | ▼ −3.84% | $1.66 (−19.02%) |
Oct 8, 2026 19d ago | 8-K | $2.05 $1.97 | ▼ −3.90% | ▼ −3.84% | $1.66 (−19.02%) |
Oct 8, 2026 19d ago | 425 | $2.01 $2.05 | ▲ +1.99% | ▲ +1.39% | $1.66 (−17.41%) |
Oct 8, 2026 19d ago | 8-K | $2.01 $2.05 | ▲ +1.99% | ▲ +1.39% | $1.66 (−17.41%) |
Sep 22, 2026 5w ago | Institutional Cluster | $2.43 $2.44 | ▲ +0.41% | ▲ +1.13% | $1.66 (−31.69%) |
Aug 6, 2026 11w ago | Press Release | $2.28 $2.28 | · 0.00% | ▼ −0.03% | $1.66 (+27.19%) |
US Market Status
Subscribe to SecBot
Get Real-Time SEC Filing Intelligence
Comprehensive SEC filing analysis delivered the moment filings hit EDGAR. Sentiment scoring, impact analysis, and actionable insights for every material event.
Create a free account Live analysis, Telegram alerts, watchlists and the MCP server for subscribers