v3.26.3
DEBT
 9 Months Ended
Sep. 30, 2026
Debt Disclosure [Abstract]  
DEBT DEBT
 
As of September 30, 2026 and December 31, 2025, long-term debt consisted of the following (in thousands):
 
September 30, 2026December 31, 2025
Credit Agreement
U.S. revolving credit facility; weighted average interest rate of 9.0% for the nine month period ended September 30, 2026
$— $— 
Canadian revolving credit facility; weighted average interest rate of 6.0% for the nine month period ended September 30, 2026
62,727 132,787 
Australian revolving credit facility; weighted average interest rate of 7.3% for the nine month period ended September 30, 2026
39,803 50,055 
4.50% Convertible Senior Notes due 2031
115,000 — 
Total debt217,530 182,842 
   Less: Unamortized debt issuance costs4,552 — 
Total long-term debt, net$212,978 $182,842 
 
Credit Agreement
On April 23, 2026, our Syndicated Facility Agreement was amended and restated (as amended and restated from time to time, the Amended Credit Agreement) to, among other things: (i) provide for an increase by $20.0 million of the aggregate revolving loan commitments under the Amended Credit Agreement, to an aggregate maximum principal amount of $285.0 million; (ii) extend the maturity from August 8, 2028 to April 23, 2030; and (iii) provide for other technical changes and amendments to the Amended Credit Agreement.
As of September 30, 2026, the Amended Credit Agreement provided for a $285.0 million revolving credit facility scheduled to mature on April 23, 2030, allocated as follows: (A) a $10.0 million senior secured revolving credit facility in favor of certain of our U.S. subsidiaries, as borrowers (the U.S. facility); (B) a $205.0 million senior secured revolving credit facility in favor of Civeo, as borrower (the Canadian facility); and (C) a $70.0 million senior secured revolving credit facility in favor of one of our Australian subsidiaries, as borrower (the Australian facility).
U.S. dollar amounts outstanding under the facilities provided by the Amended Credit Agreement bear interest at a variable rate equal to Adjusted Term Secured Overnight Financing Rate (SOFR), which is equal to Term SOFR plus a 10 basis point adjustment, plus a margin of 2.50% to 3.75%, or a base rate plus a margin of 1.50% to 2.75%, in each case based on a ratio of our total net debt to Consolidated EBITDA (as defined in the Amended Credit Agreement). Canadian dollar amounts outstanding bear interest at a variable rate equal to Adjusted Term Canadian Overnight Repo Rate Average (CORRA), which is equal to the Term CORRA plus a 29.55 basis point adjustment for one month terms or a 32.14 basis point adjustment for three month terms, plus a margin of 2.50% to 3.75%, or a Canadian Prime rate plus a margin of 1.50% to 2.75%, in each case based on a ratio of our total net debt to Consolidated EBITDA (as defined in the Amended Credit Agreement). Australian dollar amounts outstanding under the Amended Credit Agreement bear interest at a variable rate equal to the Bank Bill Swap Bid Rate plus a margin of 2.50% to 3.75%, based on a ratio of our total net debt to Consolidated EBITDA (as defined in the Amended Credit Agreement).
The Amended Credit Agreement contains customary affirmative and negative covenants that, among other things, limit or restrict: (i) indebtedness, liens and fundamental changes; (ii) asset sales; (iii) specified acquisitions; (iv) certain restrictive agreements; (v) transactions with affiliates; and (vi) investments and other restricted payments, including dividends and other distributions. In addition, we must maintain a minimum interest coverage ratio, defined as the ratio of consolidated EBITDA to consolidated interest expense, of at least 3.00 to 1.00. Following the issuance of the Convertible Notes in July 2026, we are also required to maintain a maximum total net leverage ratio, defined as the ratio of total net debt to Consolidated EBITDA, of no greater than 3.50 to 1.00 and a maximum senior secured net leverage ratio of no greater than 2.50 to 1.00. Each of the factors considered in the calculations of these ratios are defined in the Amended Credit Agreement. EBITDA and consolidated interest, as defined, exclude goodwill and asset impairments, debt discount amortization, amortization of intangibles and other non-cash charges. We were in compliance with our covenants as of September 30, 2026.
Borrowings under the Amended Credit Agreement are secured by a pledge of substantially all of our assets and the assets of our subsidiaries subject to customary exceptions. The obligations under the Amended Credit Agreement are guaranteed by our material subsidiaries. As of September 30, 2026, we had six lenders that were parties to the Amended Credit Agreement, with total revolving commitments ranging from $37.5 million to $52.5 million. As of September 30, 2026, we had outstanding letters of credit of zero under the U.S. facility, zero under the Australian facility and $0.8 million under the Canadian facility. We also had outstanding bank guarantees of A$1.2 million under the Australian facility.
4.50% Convertible Senior Notes
On July 7, 2026, we issued $100.0 million in aggregate principal amount of 4.50% Convertible Senior Notes due 2031 (the Firm Notes) in a private unregistered offering. On July 14, 2026, we issued an additional $15.0 million in aggregate principal amount of 4.50% Convertible Senior Notes due 2031 (together with the Firm Notes, the Convertible Notes) pursuant to the exercise in full by the initial purchasers of their option to purchase additional notes. The Convertible Notes bear interest at a rate of 4.50% per annum, payable semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2027. The Convertible Notes will mature on August 1, 2031, unless earlier repurchased or redeemed by us or converted pursuant to their terms. In connection with the issuance of the Convertible Notes, we entered into an indenture (the Indenture) with U.S. Bank Trust Company, National Association, as trustee. We received approximately $110.8 million in net proceeds, of which approximately $22.3 million was used to repurchase 660,297 of our common shares, with the remaining proceeds used to repay outstanding borrowings under our Amended Credit Agreement. Debt issuance costs are amortized to interest expense over the term of the Convertible Notes using the effective interest method, resulting in an annual effective interest rate 5.4%.
We may not redeem the Convertible Notes prior to August 1, 2029, except in the event of a tax redemption or a cleanup redemption as described below. The Convertible Notes will be redeemable, in whole or in part (subject to certain limitations described below), at our option at any time, and from time to time, on or after August 1, 2029 and on or before the 60th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if (i) the Convertible Notes are freely tradable as of the date we send the related redemption notice and all accrued and unpaid additional interest, if any, has been paid in full as of the first interest payment date occurring on or before the date we send such notice; and (ii) the last reported sale price per common share exceeds 130% of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date we send such redemption notice; and (2) the trading day immediately before the date we send such notice (an Optional Redemption). However, we may not redeem less than all of the outstanding Convertible Notes unless at least $50.0 million aggregate principal amount of the Convertible Notes are outstanding and not called for redemption as of the time we send the related redemption notice. In addition, the Convertible Notes will be redeemable, in whole and not in part, at our option if (i) certain changes in tax law occur (a Tax Redemption); or (ii) the principal amount of the Convertible Notes outstanding is less than 10% of the aggregate principal amount of the Convertible Notes initially issued (a Cleanup Redemption), in each case, subject to certain conditions. The redemption price for any Optional Redemption, Tax Redemption or Cleanup Redemption will be 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the relevant redemption date. No sinking fund is provided for the Convertible Notes.
Prior to the close of business on the business day immediately preceding May 1, 2031, holders of the Convertible Notes may convert their Convertible Notes at their option only in the following circumstances: (i) during any calendar quarter commencing after the calendar quarter ending on September 30, 2026, if the last reported sale price per common share exceeds 130% of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (ii) during the five consecutive business days immediately after any 10 consecutive trading day period (the measurement period) in which the trading price (as defined in the
Indenture) per $1,000 principal amount of the Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per common share on such trading day and the conversion rate on such trading day; (iii) upon the occurrence of certain corporate events or distributions on our common shares; or (iv) if we call the Convertible Notes for redemption. On or after May 1, 2031, until the close of business on the second scheduled trading day immediately before the maturity date, holders of the Convertible Notes may convert their Convertible Notes at any time, regardless of the foregoing circumstances.
Upon conversion, we will pay or deliver, as applicable, cash, common shares or a combination of cash and common shares, at our election, based on the applicable conversion rate(s). If we elect to deliver cash or a combination of cash and common shares, then the consideration due upon conversion will be determined over an observation period consisting of 60 “VWAP Trading Days” (as defined in the Indenture). The initial conversion rate is 24.6840 common shares per $1,000 principal amount of the Convertible Notes, which represents an initial conversion price of approximately $40.51 per common share. The conversion rate is subject to adjustment upon the occurrence of certain specified events as set forth in the Indenture. In addition, following certain corporate events that occur prior to the maturity date or if we deliver a notice of redemption, we will increase, in certain circumstances, the conversion rate for a holder who elects to convert its Convertible Notes in connection with such corporate event or notice of redemption. The maximum number of common shares issuable in connection with the conversion of the Convertible Notes is 3,406,392, based on the initial maximum conversion rate of 29.6208 common shares per $1,000 principal amount of the Convertible Notes, which amount is subject to adjustment in the same manner as, and at the same time and for the same events for which, the conversion rate is required to be adjusted.
Upon the occurrence of a fundamental change (as defined in the Indenture), subject to certain conditions, holders of the Convertible Notes may require us to repurchase all or a portion of the Convertible Notes for cash at a price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.
The Indenture contains customary events of default, including for certain delisting events with respect to the common shares. In the event of certain events of bankruptcy, insolvency or reorganization involving us or any of our significant subsidiaries or certain delisting events with respect to the common shares that we fail to cure in accordance with the Indenture, 100% of the principal amount of the Convertible Notes plus accrued and unpaid interest, if any, may be declared immediately due and payable, subject to certain conditions in the Indenture. In the case of any other event of default, the trustee or the holders of at least 25% in aggregate principal amount of the then-outstanding Convertible Notes may declare the Convertible Notes to be due and payable immediately.