PATTERSON-UTI ENERGY, INC. (NASDAQ:PTEN) Files An 8-K Regulation FD Disclosure
Item7.01.
| Regulation FD Disclosure. |
On March22, 2017, Patterson-UTI Energy, Inc. (Patterson-UTI)
issued a press release announcing that it has established a
meeting date of April20, 2017 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.
Patterson-UTIs stockholders of record at the close of business on
February22, 2017, will be entitled to receive notice of the
special meeting and to vote at the special meeting.
A copy of the press release announcing the meeting date for the
special meeting is attached as Exhibit 99.1 hereto and
incorporated by reference herein.
| Item8.01. | Other Events. |
To the extent required, the information set forth in Item7.01 is
incorporated into this Item8.01 by reference.
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)608-7730.
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 2016 Annual Report on Form 10-K/A for Patterson-UTI, which
was filed with the SEC on March13, 2017. 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 March22, 2017. |
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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 -0.34 at 24.57 with 4,556,328 shares trading hands.