This Form 8-K contains
forward-looking statements which are protected as forward-looking
statements under the Private Securities Litigation Reform Act of
1995 that are not limited to historical facts, but reflect
Patterson-UTIs current beliefs, expectations or intentions
regarding future events. Words such as anticipate, believe,
budgeted, continue, could, estimate, expect, intend, may, plan,
predict, potential, project, pursue, should, strategy, target, or
will, and similar expressions are intended to identify such
forward-looking statements. The statements in this Form 8-K that
are not historical statements, including statements regarding the
expected timetable for completing the proposed transaction,
benefits and synergies of the proposed transaction, costs and
other anticipated financial impacts of the proposed transaction;
the combined companys plans, objectives, future opportunities for
the combined company and services, future financial performance
and operating results and any other statements regarding
Patterson-UTIs and SSEs future expectations, beliefs, plans,
objectives, financial conditions, assumptions or future events or
performance that are not historical facts, are forward-looking
statements within the meaning of the federal securities laws.
These statements are subject to numerous risks and uncertainties,
many of which are beyond Patterson-UTIs or SSEs control, which
could cause actual results to differ materially from the results
expressed or implied by the statements. These risks and
uncertainties include, but are not limited to: failure to obtain
the required votes of Patterson-UTIs or SSEs
stockholders; the timing to consummate the proposed transaction;
satisfaction of the conditions to closing of the proposed
transaction may not be satisfied or that the closing of the
proposed transaction otherwise does not occur; the risk that a
regulatory approval that may be required for the proposed
transaction is not obtained or is obtained subject to conditions
that are not anticipated; the diversion of management time on
transaction-related issues; the ultimate timing, outcome and
results of integrating the operations of Patterson-UTI and SSE
following the consummation of the proposed transaction; the
effects of the business combination of Patterson-UTI and SSE
following the consummation of the proposed transaction, including
the combined companys future financial condition, results of
operations, strategy and plans; potential adverse reactions or
changes to business relationships resulting from the announcement
or completion of the proposed transaction; expected synergies and
other benefits from the proposed transaction and the ability of
Patterson-UTI to
realize such synergies and other benefits; expectations regarding
regulatory approval of the transaction; results of litigation,
settlements and investigations; actions by third parties,
including governmental agencies; volatility in customer spending
and in oil and natural gas prices, which could adversely affect
demand for Patterson-UTIs services and their associated effect on
rates, utilization, margins and planned capital expenditures;
global economic conditions; excess availability of land drilling
rigs and pressure pumping equipment, including as a result of low
commodity prices, reactivation or construction; liabilities from
operations; weather; decline in, and ability to realize, backlog;
equipment specialization and new technologies; shortages, delays
in delivery and interruptions of supply of equipment and
materials; ability to hire and retain personnel; loss of, or
reduction in business with, key customers; difficulty with growth
and in integrating acquisitions; governmental regulation; product
liability; legal proceedings; political, economic and social
instability risk; ability to effectively identify and enter new
markets; cybersecurity risk; dependence on our subsidiaries to
meet our long-term debt obligations; variable rate indebtedness
risk; and anti-takeover measures in our charter
documents.