PATTERSON-UTI ENERGY, INC. (NASDAQ:PTEN) Files An 8-K Other Events
Item8.01
| Other Events. |
As previously reported, on December12, 2016, Patterson-UTI Energy, Inc.
(the Company) entered into an Agreement and Plan of Merger (the
Merger Agreement) with Seventy Seven Energy Inc. (SSE) and
Pyramid Merger Sub, Inc., a direct, wholly owned subsidiary of
the Company (Merger Sub), to which, upon the terms and subject to
the conditions set forth therein, Merger Sub will be merged with
and into SSE, with SSE continuing as the surviving entity and a
wholly owned subsidiary of the Company (the Merger). On January
23, 2017, the Company filed a Registration Statement on Form S-4
(File No.333-215655) relating to the Merger.
The Company is
filing this Current Report on Form 8-K to provide certain
financial information with respect to SSE and the Merger.
Included in this
filing as Exhibit 99.1 are the audited consolidated financial
statements of SSE for the periods described in Item9.01(a) below,
the notes related thereto and the Report of Independent
Registered Public Accounting Firm, and included in this filing as
Exhibit 99.2 are the unaudited condensed consolidated financial
statements of SSE for the periods described in Item 9.01(a) below
and the notes related thereto.
Included in this
filing as Exhibit 99.3 is the unaudited pro forma condensed
combined financial information described in Item9.01(b)
below.
| Item9.01 | Financial Statements and Exhibits. |
(a) Financial
Statements
|
Audited consolidated financial statements of Seventy Seven Energy Inc. and its subsidiaries as of December31, 2015 and 2014 and for each of the years in the three-year period ended December31, 2015, and the related notes to the consolidated financial statements, attached as Exhibit 99.1 hereto. |
|
Unaudited consolidated financial statements of Seventy Seven Energy Inc. and its subsidiaries comprised of the condensed consolidated balance sheets as of September 30, 2016 and December 31, 2015, the condensed consolidated statements of operations and cash flows for the two months ended September30, 2016, the seven months ended July 31, 2016 and the nine months ended September 30, 2015 and the condensed consolidated statements of changes in equity for the two months ended September30, 2016 and the seven months ended July 31, 2016 and the related notes to the unaudited condensed consolidated financial statements, attached as Exhibit 99.2 hereto. |
| (b) | Pro Forma Financial Information. |
The following
unaudited pro forma condensed combined financial information of
the Company, giving effect to the Merger and the adjustments set
forth therein, is included in Exhibit99.3 hereto:
|
Unaudited pro forma condensed combined balance sheet as of September30, 2016, the unaudited pro forma condensed combined statements of operations for the nine months ended September30, 2016 and the year ended December31, 2015 and the related notes to the unaudited pro forma condensed combined financial statements. |
(d)
Exhibits.
|
Exhibit Number |
Description |
|
| 23.1 | Consent of PricewaterhouseCoopers LLP | |
| 99.1 |
Historical audited consolidated financial statements of Seventy Seven Energy Inc. |
|
| 99.2 |
Historical unaudited condensed consolidated financial statements of Seventy Seven Energy Inc. |
|
| 99.3 | Unaudited pro forma condensed combined financial information. |
1
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. PATTERSON-UTI ENERGY, INC. (NASDAQ:PTEN) Recent Trading Information
PATTERSON-UTI ENERGY, INC. (NASDAQ:PTEN) closed its last trading session up +1.49 at 28.49 with 5,462,042 shares trading hands.
