Hello, thanks for joining us.

I’m here with Kyle McClure to talk to you about Dril-Quip’s agreement to combine with Innovex and create a leading industrial energy company.

I hope you’ll come away optimistic about the commercial benefits, the technology offerings and the financial strength that this combination will provide us.

In short, we’ll be able to meet a wider range of customer needs in more places.

The combined company will be a much larger and more resilient company with the operations and the balance sheet strength to serve the customers, provide opportunities to employees and succeed throughout industry cycles.

I’ll start by giving you some background on Innovex.

Innovex was founded through a merger in 2016 and provides downhole solutions for the oil and gas industry worldwide, across drilling & deployment, well construction, well completion, production and fishing & intervention.

They’re also headquartered in Houston and have more than 1,100 employees globally with distribution channels and operations in many of the same regions we operate in today.

They are known as being excellent operators and have particularly strong capabilities and presence in the U.S. Lower 48 onshore markets, giving us a strong foundation to accelerate the growth of our Great North product lines.

Over the years they have expanded through strategic acquisitions to build their current portfolio and footprint.

Innovex also sells products internationally, in markets such as Saudi Arabia, and within the offshore markets. These two areas particularly should be very complementary both in terms of product offering and footprint.

We’ll be introducing you to Innovex’s leadership team in the coming days and weeks. I know they are eager to introduce themselves and meet all of you.

Before we get into the details of the combination, let me pause and describe how we reached this point.

The contributions from each and every one of you have been critical to the success of Dril-Quip. We’ve seen significant improvements in on time delivery & service quality in all of our product lines.

The well construction business has grown nicely over the last several years and the recent acquisition of Great North has been well received by both our customers and our investors.

It is this hard work and dedication that have positioned us for this next step and that will propel us into our next chapter.

Reaching this point could not have happened without your deep commitment to Dril-Quip. It is a testament to all of the teams’ hard work, and I want to thank all of you for your ongoing support.

I know from my conversations with Innovex’s leadership team that they recognize and value the strong reputation of Dril-Quip’s technology, brand and expertise.

Now we will have the added expertise and resources of Innovex, a company which not only has a product portfolio complementary to ours, but also shares our commitment to serving customers across the world.

This slide lays out the strategic benefits of this transformative merger.

This combination more than doubles the size of the company and will help us create a company better equipped to serve customers, compete and grow in a dynamic, global market.

As I’ve mentioned many times in townhalls with you, our customers require us to deliver our products and services where they operate.

The combined company’s advanced scale and strong cash position will allow us to invest in high-return areas of our business, strategically scale our operations both organically and through acquisitions and innovate for our customers.

Finally, I believe for those employees looking to further their career at Dril-Quip this provides a broader range of opportunities that should be exciting for you as well.

Here’s more detail on the strategic benefits and what they’ll mean in practice for the combined company.

As I’ve mentioned, our two companies have complementary geographic footprints and product portfolios. Together, we’ll have a portfolio of high-margin products to serve a broader set of customer needs through industry cycles. We’ll also deepen our manufacturing and service capabilities across key international regions in North America, Europe and Asia.

Additionally, our strong Canadian footprint and presence will enable the growth of Innovex’s broad downhole tools portfolio, while Innovex’s presence, customer relationships and established infrastructure across the Lower 48 land markets will allow us to accelerate our growth ambitions into areas such as the U.S. Land Wellhead markets.

Importantly, there is limited customer overlap between Dril-Quip and Innovex. We sell complementary products to the same engineers, so this should present new opportunities to increase our revenue. The combined company also will be better able to meet the full range of our customers’ well construction and completion needs.

We share customer, growth-focused cultures, and together we’ll deepen our commitment to innovation and high-quality customer service.

Their “No Barriers” culture closely aligns with how we work here at Dril-Quip. It emphasizes close collaboration between employees and customers, and empowers engineers and innovators to achieve operational excellence and relentless innovation that meets customers’ needs.

With that, I’ll hand it over to Kyle to discuss the financial benefits and opportunities that this opens up for us – Kyle.

Thanks, Jeff, and good morning, everyone.

I’ll speak to the specifics of the financials and give you all a sense of the financial profile and strength of the combined company.

We are combining with Innovex in an all-stock transaction, in which our Dril-Quip shareholders will own approximately 52% and Innovex shareholders will own approximately 48% of the combined company, giving our shareholders the opportunity to take part in significant upside with Innovex as our partner.

As Jeff and I have discussed with you and the public markets many times, getting size and scale as a company is critical for a variety of reasons. First, having scale allows us to send more products and services through our locations worldwide and ultimately better utilize these locations to their fullest.

Second, having scale as a public oilfield services company allows us to bring more possible shareholders to invest in our company.

As we are always seeking interest from investors in the public oilfield space, this transaction will put the new company in a much better position to do so. The combination with Innovex more than doubles our revenue size and more than triples our earnings power.

Ultimately, our enhanced scale also will allow us to deliver greater value to customers and have a larger presence in international locations and should make us a more attractive investment to a wider range of investors.

Both companies have demonstrated a successful track record of growth, especially in the past few years, as you can see here.

From 2021 through 2023, both Drill-Quip and Innovex achieved revenue and adjusted EBITDA growth in a complex market coming out of COVID. Clearly, their business bounced back sooner due to the short cycle nature of their business, thus highlighting the new company’s diversified portfolio.

These numbers speak to the strength and enhanced scale of the combined company.

And when you look at these results and the ownership structure of the combined company, it’s clear that this transaction will deliver compelling economics to our shareholders on day one – and in turn, it will provide our teams with the opportunity to build a leading industrial energy company.

Now I’ll turn it back to Jeff.

Thanks, Kyle.

I hope you share in our excitement for the future of Dril-Quip and Innovex as one company. I know that we have talented, dedicated teams across both of our organizations doing great work, and I look forward to seeing what you all can achieve together.

When the deal closes, which we expect to take place sometime in the third quarter of this year, the combined company will be led by Adam Anderson and Kendal Reed, Innovex’s CEO and CFO.

The rest of the leadership team and the Board of Directors will be made up of representatives from both Dril-Quip and Innovex, and John Lovoi, currently the Chairman of Dril-Quip, will serve as the Chairman of the combined company. These appointments will be announced as we approach closing.

The combined company will be named Innovex and will operate as a publicly traded company, just under a new ticker symbol. Additionally, the legacy Dril-Quip products will maintain their current brand names.

It is still early days and at this point, we do not have any changes on the combined company to communicate to you. Over the coming months, as we work through integration and have a clearer plan, we will communicate any relevant updates to you directly.

The combination has to receive necessary approvals, including the approval of our shareholders and government authorities around the world, before it can close. Until then, Dril-Quip and Innovex remain two separate companies and will continue to operate independently of each other.

As we work toward closing, we ask that you remain focused on your day-to-day priorities and continue to deliver on the commitments we have made to our customers. Most importantly, that you continue your relentless focus on operating safely in your job.

We anticipate this announcement may garner some news attention. Should a reporter contact you, please don’t comment and instead pass along the inquiry to Erin Fazio.

For those of you who work with customers and vendors, you will be receiving communication toolkits, including talking points and FAQs, to guide your conversations.

If you receive questions that you do not have an answer to, please don’t hesitate to escalate the questions to one of our senior leaders and we will do our best to get an answer for you.

Over the coming days and weeks, Kyle and I, in addition to Adam and Kendal, will continue to meet with you all virtually and in-person to share more information about this transaction and what it means for our company. Again, we welcome any questions you have during these meetings.

Thank you for all you do for Dril-Quip.