PATTERSON-UTI ENERGY, INC. (NASDAQ:PTEN) Files An 8-K Other Events
Item8.01.
| Other Events. |
On February22, 2017, Patterson-UTI Energy, Inc. (Patterson-UTI)
issued a press release announcing it has established a record
date for the special meeting of its stockholders to consider and
vote upon (i)a proposal (the Patterson-UTI Stock Issuance
Proposal) to approve the issuance of shares of Patterson-UTI
common stock, par value $0.01 per share, to stockholders of
Seventy Seven Energy Inc. (SSE) in connection with the merger
contemplated by the previously announced Agreement and Plan of
Merger, dated as of December12, 2016, by and among Patterson-UTI, Pyramid Merger
Sub, Inc., and SSE, and (ii)a proposal to approve the adjournment
of the Patterson-UTI special meeting to a later date or dates, if
necessary or appropriate, to solicit additional proxies in the
event there are not sufficient votes at the time of the
Patterson-UTI special meeting to approve the Patterson-UTI Stock
Issuance Proposal. The record date for the special meeting has
been established as February22, 2017.
A copy of the
press release announcing the record date and meeting date for the
Special Meeting is attached as Exhibit 99.1 hereto and
incorporated by reference herein.
Important
Information for Investors and Stockholders
This Current
Report on Form 8-K (Form 8-K) does not constitute an offer to
sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval. The acquisition by
Patterson-UTI of SSE in an all-stock transaction (the proposed
transaction) will be submitted to the stockholders of each of
Patterson-UTI and SSE for their consideration. Patterson-UTI has filed a
Registration Statement on Form S-4 that includes a prospectus and
proxy statement jointly prepared by Patterson-UTI and SSE. SSE
and Patterson-UTI may also file other documents with the
Securities and Exchange Commission (the SEC) regarding the
proposed transaction.
INVESTORS AND SECURITY HOLDERS
ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER
RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND
IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION.
Investors and security holders
may obtain free copies of the proxy statement/prospectus and
other documents containing important information about SSE and
Patterson-UTI once such documents are filed with the SEC through
the website maintained by the SEC at www.sec.gov. Copies of the
documents filed with the SEC by Patterson-UTI will be available
free of charge on Patterson-UTIs website at www.patenergy.com
under the tab Investors and then through the link titled SEC
Filings or by contacting Patterson-UTIs Investor Relations
Department by email at investrelations@patenergy.com, or by phone
at (281) 765-7100. Copies of the documents filed with the SEC by
SSE will be available free of charge on SSEs website at
www.77nrg.com under the tab Investors and then through the link
titled SEC Filings or by contacting SSEs Investor Relations
Department at IR@77nrg.com, or by phone at (405)
6087730.
Participants in
the Solicitation
Patterson-UTI, SSE and certain
of their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
stockholders of Patterson-UTI in connection with the proposed
transaction. Information about the directors and executive
officers of Patterson-UTI is set forth in
the Proxy Statement on Schedule 14A for Patterson-UTIs 2016
annual meeting of stockholders, which was filed with the SEC on
April15, 2016. Information about the directors and executive
officers of SSE is set forth in the 2015 Annual Report on Form
10-K/A for SSE, which was filed with the SEC on April29, 2016 and
the Current Report on Form 8-K for SSE, which was filed with the
SEC on August1, 2016. These documents can be obtained free of
charge from the sources indicated above. Other information
regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the proxy
statement/prospectus and other relevant materials to be filed
with the SEC when they become available.
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Cautionary
Statement Regarding Forward-Looking
Statements
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.
Additional information
concerning factors that could cause actual results to differ
materially from those in the forward-looking statements is
contained from time to time in Patterson-UTIs and SSEs SEC
filings. Patterson-UTIs filings may be obtained by contacting
Patterson-UTI or the SEC or through Patterson-UTIs web site at
http://www.patenergy.com or through the SECs Gathering and
Analysis Retrieval System (EDGAR) at http://www.sec.gov. SSEs
filings may be obtained by contacting SSE or the SEC or through
SSEs web site at www.77nrg.com or through EDGAR. Patterson-UTI
and SSE undertake no obligation to publicly update or revise any
forward-looking statement.
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| Item9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 99.1 |
Press release of Patterson-UTI Energy, Inc. dated February22, 2017. |
3
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 down -0.60 at 27.06 with 2,521,020 shares trading hands.