PATTERSON-UTI ENERGY, INC. (NASDAQ:PTEN) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On January10, 2018, Patterson-UTI Energy, Inc. (the “Company”) and its subsidiaries Patterson Petroleum LLC, Patterson-UTI Drilling Company LLC, Patterson-UTI Management Services, LLC, Universal Pressure Pumping, Inc., Drilling Technologies 1 LLC, Drilling Technologies 2 LLC, Warrior Rig Technologies US LLC, Seventy Seven Energy LLC, Seventy Seven Operating LLC, Great Plains Oilfield Rental, L.L.C., PTL Prop Solutions, L.L.C., Seventy Seven Land Company LLC and MS Directional, LLC (each, a “Guarantor” and, collectively, the “Guarantors”) entered into a purchase agreement (the “Purchase Agreement”), with several initial purchasers listed therein, relating to the sale by the Company of $525million aggregate principal amount of the Company’s 3.95% Senior Notes due 2028 (the “Notes”) to be guaranteed on a senior unsecured basis by the Guarantors (the “Offering”).
The Notes are being issued in a private offering that is exempt from, or not subject to, the registration requirements of the Securities Act of 1933 (the “Securities Act”) to qualified institutional buyers in accordance with Rule144A and to persons outside of the United States to Regulation S under the Securities Act. Subject to customary closing conditions, the sale of the Notes is expected to close on January19, 2018.
The Purchase Agreement contains customary representations, warranties and agreements by the Company and the Guarantors. In addition, the Company and the Guarantors have agreed to indemnify the initial purchasers against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the initial purchasers may be required to make in respect of those liabilities. Furthermore, the Company has agreed with the initial purchasers not to offer or sell any similar debt securities for a period of 45 days after the closing date without the prior written consent of the representatives of the initial purchasers.
The Company intends to use the net proceeds from the Offering to repay amounts outstanding under its existing credit agreement and for general corporate purposes.
Certain of the initial purchasers and their respective affiliates have provided, and may in the future provide, a variety of services to us and to persons and entities with relationships with us, for which they received or will receive customary fees and expenses. Specifically, certain of the initial purchasers or their respective affiliates are lenders, arrangers and/or agents under our credit agreement, and have and/or will receive fees, expense reimbursements and interest payments in connection therewith. An affiliate of Wells Fargo Securities, LLC is expected to be the trustee under the indenture governing the Notes.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 10.1.
Item 1.01 Other Events.
On January5, 2018, the Company issued a news release announcing the Offering. On January10, 2018, the Company issued a news release announcing the pricing of the Notes.Copies of the news releases are attached as Exhibits 99.1 and 99.2.
The notes have not been registered under the Securities Act, or the securities laws of any other jurisdiction and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from the registration requirements under the Securities Act and applicable state securities laws or blue sky laws.
Item 1.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description |
| 10.1 | Purchase Agreement, dated January10, 2018, among Patterson-UTI Energy, Inc., the guarantors party thereto, Goldman Sachs & Co. LLC, Merrill Lynch, Pierce, Fenner& Smith Incorporated and Wells Fargo Securities, LLC |
| 99.1 | Press Release dated January5, 2018 |
| 99.2 | Press Release dated January10, 2018 |
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PATTERSON UTI ENERGY INC ExhibitEX-10.1 2 d518523dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 Execution Version PATTERSON-UTI ENERGY,…To view the full exhibit click here
About PATTERSON-UTI ENERGY, INC. (NASDAQ:PTEN)
Patterson-UTI Energy, Inc. owns and operates fleets of land-based drilling rigs and a fleet of pressure pumping equipment in the United States. The Company operates in three segments: Contract Drilling, Pressure Pumping, and Oil and Natural Gas. The Company provides contract drilling services to oil and natural gas operators in the continental United States, and western and northern Canada. The Company provides pressure-pumping services to oil and natural gas operators. The Company also invests in oil and natural gas properties. The Company’s Contract Drilling segment markets its contract drilling services to oil and natural gas operators. The Company’s Pressure Pumping segment provides pressure-pumping services to oil and natural gas operators in Texas and the Appalachian region. The Company’s oil and natural gas working interests are located in producing regions of Texas and New Mexico. Pressure pumping services consist of well stimulation, such as hydraulic fracturing.
