Drilling Tools International Corp (DTI) · Oct 8, 2026 · Acquisition

DTI acquisition expands international reach but adds debt and dilution

$80M acquisition — $50.4M revenue, $22.5M Adjusted EBITDA, 45% margin

DTI’s acquisition of Saltire adds $50.4 million of run-rate revenue and a 45% EBITDA margin, but requires new debt and 17.4 million shares.

DTI is in the middle of shifting from a primarily North American drilling-tools rental business toward a broader international platform; Eastern Hemisphere revenue was already growing, reaching $7.3 million in the second quarter of 2026, up 20% year over year. This deal materially accelerates that strategy. DTI will acquire Saltire and Foxley, giving it established operations across the U.K., Norway, the Middle East and Asia-Pacific, while lifting the Eastern Hemisphere share of pro forma revenue from roughly 18% to approximately 40%. 〔0〕

MetricDTI FY2026 guidanceSaltire run-ratePro forma
Revenue$155M–$170M$50.4M$205M–$220M
Adjusted EBITDA$35M–$45M$22.5M$58M–$68M
Adjusted EBITDA margin23%–26%45%28%–31%
Adjusted Free Cash Flow$17M–$22M$15.8M$33M–$38M
Adjusted Free Cash Flow margin11%–13%31%16%–17%

(Combined Earnings Power; pro forma figures exclude synergies and transaction costs.) The acquired business looks financially stronger than DTI’s standalone profile. Saltire’s estimated 45% Adjusted EBITDA margin and $15.8 million of run-rate Adjusted Free Cash Flow are well above DTI’s guided margins, so the transaction could improve the combined mix even without relying on cost synergies. These are management estimates and non-GAAP measures, not reported GAAP results.

The strategic fit is credible, but the financing makes this more than a simple bolt-on. DTI is paying approximately $80 million in cash plus 17.4 million fixed shares, with the cash funded through new debt and existing-credit-facility borrowings. The sellers are expected to own roughly 30% of DTI after closing, creating meaningful dilution but also keeping Saltire’s founders economically tied to execution. 〔1〕 〔2〕

The deal is attractive on the company’s stated operating math, but not yet de-risked. DTI’s presentation frames the transaction at approximately 5.5 times Saltire’s run-rate EBITDA and projects leverage falling from roughly 2.2 times at closing to about 1.0 times within 24 months, relying on strong free-cash-flow generation. That outcome depends on financing terms, successful integration, cross-border execution, regulatory and shareholder approvals, and Saltire sustaining its current run rate. The filing also explicitly warns that DTI cannot reconcile its forward-looking non-GAAP projections to GAAP without unreasonable effort.

Bottom line: This is a meaningful strategic step that could quickly improve DTI’s international scale, margins and cash generation. The upside is substantial, but shareholders are funding it with both new leverage and a large equity issuance, so the transaction remains execution-dependent until the S-4, financing terms and closing conditions are clearer.

What to watch next

Form S-4 filing and shareholder approval before Q1 2027 closing

Original filing on SEC EDGAR

More Drilling Tools International Corp news

DTI acquisition expands international reach but adds debt and dilution | DTI Stock News
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