SEVENTY SEVEN ENERGY INC. (OTCMKTS:SSEIQ) Files An 8-K Termination of a Material Definitive Agreement
Item1.02.
|
Termination of a Material Definitive Agreement. |
On April20,2017, concurrently with, and in connection with, the
Merger, (i)Nomac Drilling, L.L.C., Performance Technologies,
L.L.C. and Great Plains Oilfield Rental, L.L.C. (each a
wholly-owned subsidiary of SSE) repaid all outstanding amounts
under, and terminated their revolving credit facility evidenced
by, that certain Amended and Restated Credit Agreement, dated as
of August1, 2016 (as amended, the SSE Credit Facility), by
and among the borrowers and guarantors party thereto, Wells Fargo
Bank, N.A., as administrative agent, and the lenders from time to
time party thereto and (ii)Seventy Seven Operating LLC (a
wholly-owned subsidiary of Patterson-UTI as a result of the
Merger) repaid all outstanding amounts under, and terminated, its
seven-year term loan (the Term Loan) and incremental term
loan (the Incremental Term Loan) evidenced by that certain
Term Loan Credit Agreement, dated as of June25, 2014, by and
among Seventy Seven Operating LLC, as borrower, SSE, and the
other guarantors from time to time party thereto, Wilmington
Trust, National Association as successor administrative agent,
and the lenders party thereto, which was supplemented by that
certain Incremental Term Supplement (Tranche A), dated as of
May13, 2015. At the closing of the Merger, outstanding letters of
credit under the SSE Credit Facility were deemed to be incurred
under the Credit Agreement, dated as of September27, 2012, as
amended, among Patterson-UTI, Wells Fargo Bank, N.A., as
administrative agent, the issuer of letters of credit and swing
line lender and each other lender party thereto governing
Patterson-UTIs revolving credit facility. No early termination or
prepayment penalties were incurred as a result of the termination
of the SSE Credit Facility, the Term Loan or the Incremental Term
Loan or the repayment of outstanding amounts thereunder.In
connection with the termination of the SSE Credit Facility, Term
Loan and Incremental Term Loan, all guarantees and liens securing
the obligations thereunder were released.
| Item2.01. |
Completion of Acquisition or Disposition of Assets. |
The information contained in the Introductory Note above is
incorporated herein by reference.
| Item3.03. |
Material Modification of the Rights of Security Holders. |
The information contained in the Introductory Note above is
incorporated herein by reference.
| Item5.01. | Changes in Control of Registrant. |
The information contained in the Introductory Note above is
incorporated herein by reference.
| Item5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
In connection with the Merger, all of the directors of SSE
immediately prior to the Effective Time ceased to be directors of
SSE at the Effective Time and were replaced by William Andrew
Hendricks, Jr., John E. Vollmer III and Seth D. Wexler.
In connection with the Merger, Jerry Winchester, President and
Chief Executive Officer, Cary Baetz, Chief Financial Officer and
Treasurer, and Karl Blanchard, Chief Operating Officer, ceased to
be officers of SSE at the Effective Time. As of the Effective
Time, Mr.Hendricks became President and Chief Executive Officer,
Mr.Vollmer became Senior Vice President Corporate Development,
Chief Financial Officer and Treasurer and Mr.Wexler became Senior
Vice President, General Counsel and Secretary of SSE.
| Item5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the Effective Time, the certificate of incorporation of SSE
was amended and restated in the form of the Certificate of
Incorporation, which is filed as Exhibit 3.1 hereto and
incorporated by reference herein.
At the Effective Time, the bylaws of SSE were amended and
restated in the form of the Bylaws, which is filed as Exhibit 3.2
hereto and incorporated by reference herein.
3
| Item5.07. |
Submission of Matters to a Vote of Security Holders. |
On April20, 2017, SSE held a special meeting of stockholders (the
Special Meeting). The proposals are described in detail in
SSEs and Patterson-UTIs definitive joint proxy statement filed
with the SEC on March22, 2017. The final results regarding each
proposal are set forth below.
| 1. | The proposal to adopt the Merger Agreement: |
| For | Against | Abstain | Broker Non-Votes | |||
| 19,297,938 | 1,976 | 79,894 |
| 2. |
The proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to SSEs named executive officers in connection with the Merger: |
| For | Against | Abstain | Broker Non-Votes | |||
| 19,217,488 | 80,898 | 81,422 |
| 3. |
The proposal to approve the adjournment of the SSE 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 Special Meeting to approve the first proposal listed above: |
| For | Against | Abstain | Broker Non-Votes | |||
| 19,282,624 | 16,997 | 80,187 |
Each proposal was approved by SSEs stockholders at the Special
Meeting. Stockholders owning a total of 19,379,808 shares voted
at the Special Meeting, representing approximately 84.42% of the
shares of SSE common stock outstanding as of the record date for
the Special Meeting.
4
| Item9.01. | Financial Statements and Exhibits. |
(d)Exhibits
| 3.1 |
Amended and Restated Certificate of Incorporation of Seventy Seven Energy Inc. |
|
| 3.2 | Amended and Restated Bylaws of Seventy Seven Energy Inc. |
5
About SEVENTY SEVEN ENERGY INC. (OTCMKTS:SSEIQ)
Seventy Seven Energy Inc. is a diversified oilfield services company. The Company provides a range of well site services and equipment to the United States land-based exploration and production (E&P) customers operating in unconventional resource plays. The Company’s segments include Drilling, Hydraulic Fracturing and Oilfield Rentals. The drilling segment is operated through its subsidiary, Nomac Drilling, L.L.C., and provides land drilling services for oil and natural gas E&P activities. The hydraulic fracturing segment is operated through its subsidiary, Performance Technologies, L.L.C. (PTL), and provides high-pressure hydraulic fracturing or frac services and other well stimulation services. The Company’s oilfield rentals segment is operated through its subsidiary, Great Plains Oilfield Rental, L.L.C. (GPOR), and provides premium rental tools and specialized services for land-based oil and natural gas drilling, completion and workover activities. SEVENTY SEVEN ENERGY INC. (OTCMKTS:SSEIQ) Recent Trading Information
SEVENTY SEVEN ENERGY INC. (OTCMKTS:SSEIQ) closed its last trading session at 0.0000 with 1,138,200 shares trading hands.