Each one in plain English, with the numbers worked through for a shareholder.
19 May 2026debt financing● NeutralMajor
On May 19, 2026, Patterson-UTI completed a $500 million offering of 6.050% senior notes due May 15, 2036. It intends to use the proceeds to redeem its 3.95% senior notes due 2028 and for general corporate purposes. This refinances the 2028 notes issued in January 2018; the filing states an intent to redeem, not that the redemption has happened.
On April 24, 2026, Patterson-UTI amended its 2025 revolver, extending the maturity of $450 million of commitments from January 31, 2030 to January 31, 2031 and moving $25 million of commitments from HSBC to JPMorgan. This is a routine extension of the existing facility; the filing gives no new borrowings.
On January 31, 2025, Patterson-UTI replaced its 2018 revolving credit agreement with a new Second Amended and Restated Credit Agreement: $500 million of commitments (down from $600M), maturing January 31, 2030, expandable by up to $200 million. Wells Fargo remains agent. The 50% debt-to-capitalization limit stays, and the 1.5x restricted payment test applies if its rating is below investment grade at both Moody's and S&P. This supersedes the earlier revolver maturities of 2024-2026.
On September 13, 2023, Patterson-UTI issued $400 million of 7.15% senior notes due October 1, 2033, to repay revolver borrowings and for general corporate purposes. It also gave notice to end the new $300M term loan from the NexTier closing, effective September 20, 2023; the filing does not say whether that loan was ever drawn. This continues the financing around the NexTier and Ulterra deals by replacing short-term bank debt with longer-dated notes.
Patterson-UTI completed its NexTier acquisition on September 1, 2023, after both companies' stockholders approved it on August 30. Each NexTier share became 0.7520 Patterson-UTI shares, and NexTier is now a wholly owned subsidiary. This resolves the main pending deal; the board grew to 11 (five former NexTier directors added, including Robert Drummond; Michael Conlon and Terry Hunt resigned, not over any disagreement). To fund closing, it borrowed $95M on its revolver to repay NexTier debt, and had $420M outstanding on the revolver at Aug 31, 2023. It also signed a new Wells Fargo-led term loan on August 29 (up to $300M, drawable by Nov 27, 2023, maturing 364 days after funding) and amended the revolver (Amendment No. 4: $2.5M of Ulterra letters of credit added; $85M of commitments extended to March 2026).
Patterson-UTI disclosed that a shareholder (Bushansky) sued it and its directors on August 2, 2023 in federal court in New York, alleging the NexTier merger proxy statement was incomplete, and seeking to block the merger or obtain damages if it closes. A demand letter making similar claims was also received. The company denies any further disclosure is needed but voluntarily added details, including Goldman Sachs' valuation analysis (e.g. Patterson-UTI per-share values of $16.90 to $28.77 and NexTier $12.42 to $20.91), to avoid delay. The August 30, 2023 shareholder meetings are stated as unaffected.
Patterson-UTI completed its acquisition of Ulterra on August 14, 2023, the deal agreed on July 3. It paid 34,900,000 new Patterson-UTI shares plus $370 million in cash (subject to adjustments), funding the cash with cash on hand and $325 million borrowed under its revolving credit facility, the first borrowing reported on that facility in these filings. The seller's shares are locked up until the earlier of 120 days after closing or the shareholder vote on the NexTier merger. The NexTier S-4 was declared effective July 31, 2023 and mailed from about August 1. Ulterra financial statements and pro forma information are to be filed later by amendment.
Patterson-UTI and NexTier signed a first amendment to their merger agreement on July 27, 2023, concerning the new Delaware voting standard for the Patterson-UTI charter amendment proposal (the text shown does not give the new standard). The antitrust (HSR) waiting period also expired on July 27, 2023, satisfying one closing condition; the deal still needs both companies' shareholder approvals and other customary conditions, and the companies say it remains on track to close this year.
Patterson-UTI filed Amendment No. 1 to its NexTier merger registration statement. It now sets the Patterson-UTI special meeting for August 30, 2023 and notes the merger agreement was amended on July 27, 2023, concerning the voting standard for the charter amendment (the 8-K filed the same day gives that detail). Exchange ratio (0.7520), the 400M-to-800M authorized share proposal, the roughly 59%/41% ownership split (if Ulterra closes first) and the Keane Investor support are unchanged. This resolves the blank meeting dates from the July 17 filing, though the registration statement was still not effective as of this filing.
Patterson-UTI filed its S-4 registration statement and joint proxy statement/prospectus for the NexTier merger, the formal step the June deal required. It repeats the 0.7520 fixed exchange ratio and the vote on raising authorized shares from 400 million to 800 million. It states that, assuming Ulterra closes first, Patterson-UTI holders would own about 59% and NexTier holders about 41% of the combined company. Keane Investor (about 14.2% of NexTier) has agreed to vote for the deal. The meeting dates are blank, and the filing is not yet effective.
Patterson-UTI filed Ulterra's audited 2022 and unaudited first-quarter 2023 financial statements (BEP Diamond Topco L.P.) in connection with the pending Ulterra purchase. The auditor gave a clean opinion on the 2022 statements; the text shown includes no figures, and the filing itself adds no new deal terms.
On July 3, 2023, Patterson-UTI agreed to buy Ulterra (Ulterra Drilling Technologies, via BEP Diamond Holdings Corp.) for 34,900,000 new Patterson-UTI shares plus $370 million cash, subject to adjustments. If Patterson-UTI's 30-day average share price before closing is under $10.90, the seller could get up to $14,025,000 more based on Ulterra's 2024 performance. The seller also agreed to vote its new shares to help the NexTier merger pass, with a lockup on selling them. Closing needs antitrust clearance and Nasdaq listing, with an October 31, 2023 termination date; this adds more new shares on top of the NexTier deal.
Patterson-UTI filed the investor-call transcript, social media posts, an infographic and employee town hall materials about the NexTier deal announced June 14, 2023. It adds no new terms; the filing is mostly standard legal notices about the planned S-4 and proxy statement.
On June 14, 2023, Patterson-UTI agreed to acquire NexTier Oilfield Solutions in an all-stock deal: each NexTier share converts to 0.7520 Patterson-UTI shares. The combined board would have 11 members (six from Patterson-UTI, five from NexTier), and Patterson-UTI plans to double authorized shares from 400 million to 800 million. Closing needs both companies' shareholder approvals, antitrust clearance, Nasdaq listing and an effective S-4, with an outside date of March 14, 2024 (extendable 90 days for regulatory clearances); termination fees are $72.98 million payable by Patterson-UTI or $60.875 million by NexTier in specified cases. This is a new major deal that will issue many new shares to existing holders.
On November 9, 2022, Patterson-UTI amended its $600 million revolving credit agreement (Amendment No. 3): letter of credit capacity cut to $100 million, swing line set at up to $50 million, interest reference moved from LIBOR to SOFR, and $416.7 million of commitments extended to March 27, 2026. The remainder matures $133.3 million in March 2025 and $50 million in March 2024; nothing is borrowed, leaving $600 million available. This continues the earlier extensions of the same facility.
The Pioneer Energy Services acquisition closed on October 1, 2021, with Patterson-UTI paying about 26.3 million of its shares and $30 million cash, after the merger agreement was amended on September 13, 2021. Pioneer's senior notes were repaid with cash and some of the new shares, and Pioneer holders get 1.8692 Patterson-UTI shares per Pioneer share. This resolves the open Pioneer thread; the press release values the deal at about $278 million including debt retirement, at a $9.44 share price.
Patterson-UTI filed Amendment No. 1 to its Pioneer-deal registration statement, which keeps the same terms (up to 26,275,000 shares plus $30 million cash) and now sets the Pioneer stockholder meeting for September 28, 2021. This continues the pending Pioneer acquisition; the excerpt shows no change to the deal terms.
Patterson-UTI filed its registration statement (Form S-4) for the shares to be issued in the Pioneer Energy Services acquisition agreed July 5, 2021: up to 26,275,000 shares plus $30 million cash, with Pioneer's debt retired at closing. The filing says Patterson-UTI holders would own about 88% and Pioneer holders about 12% afterward, and holders with about 88% of Pioneer's voting power have signed support agreements. This continues the Pioneer deal; it is not yet effective and the Pioneer vote is still to come.
On July 5, 2021 Patterson-UTI agreed to acquire Pioneer Energy Services for up to 26,275,000 Patterson-UTI shares plus $30 million in cash, with all Pioneer debt retired in the deal. Pioneer shareholders and convertible noteholders get Patterson-UTI shares at an exchange ratio set at closing; closing needs 60% Pioneer holder approval, antitrust clearance, an effective S-4, Nasdaq listing, and no more than 6% of Pioneer shares exercising appraisal rights, with an outside date of January 3, 2022. For existing Patterson-UTI holders this means issuing new shares (a maximum, per the filing).
23 July 2020security holder rights change● NeutralMajor
Patterson-UTI amended its April 22, 2020 stockholder rights plan (poison pill) so that BlackRock and Vanguard are not counted as 'acquiring persons', provided they stay under 20% and keep individual funds under 4.9% and don't seek control. The same filing carried Q2 2020 results: net loss $150 million on revenue of $250 million (versus $676 million a year earlier), Canadian drilling operations closed and being marketed for sale, about $100 million of annual cost cuts expected, and liquidity of $847 million.
On March 27, 2020 Patterson-UTI amended its revolving credit agreement again, extending the maturity of $550 million of the revolving commitments from March 27, 2024 to March 27, 2025. The filing does not say what happens to the remaining commitments.
On November 15, 2019 Patterson-UTI closed a $350 million offering of 5.15% senior notes due 2029, with no subsidiary guarantees currently required. It gave notice to prepay all of the 4.27% Series B notes due June 2022 on about December 16, 2019 (roughly $316 million including make-whole premium); the press release says proceeds will also repay part of the term loan. This continues the replacement of the older private notes and, if completed, would leave neither Series A nor Series B outstanding.
On August 22, 2019 Patterson-UTI signed a new unsecured term loan with Wells Fargo for up to $150 million (maturing June 10, 2022, LIBOR plus 1.00%-1.375% by credit rating; press release says LIBOR + 1.125%). It plans to use that, plus cash, to prepay all of the 4.97% Series A notes due October 2020 on about September 25, 2019, at roughly $309 million including premium; the company says total debt falls by $150 million.
Patterson-UTI amended its March 2018 Wells Fargo-led revolving credit agreement on March 26, 2019, pushing the maturity out one year from March 27, 2023 to March 27, 2024. The filing states no other changes beyond 'among other things' and gives no new amounts.
Patterson-UTI filed a registration statement on July 31, 2018 to offer registered 3.95% senior notes due 2028 in exchange for the same $525 million of privately placed notes issued in January 2018. This is the exchange offer promised in the January registration rights agreement; the terms are unchanged, no new money is raised, and the offer's expiry date is blank in this draft.
On March 27, 2018, Patterson-UTI entered an amended and restated credit agreement for an unsecured revolving facility of up to $600 million, maturing March 27, 2023, with two optional one-year extensions and the option to increase commitments to $900 million. It requires total debt to capitalization not to exceed 50%, and no subsidiaries currently have to guarantee it.
Patterson-UTI completed the $525 million offering of 3.95% senior notes due 2028 on January 19, 2018, which resolves the pricing and sale announced on January 10. The notes are unsecured and guaranteed by 13 subsidiaries. Holders can require repurchase at 101% on a change of control, and the company agreed to seek registration of an exchange offer by January 4, 2019. Proceeds are intended to repay credit agreement borrowings and for general purposes, and the chairman's quote in the press release refers to an investment grade rating.
On January 10, 2018, Patterson-UTI agreed to sell $525 million of 3.95% senior notes due 2028 to initial purchasers in a private offering, guaranteed by its subsidiaries, with closing expected January 19, 2018. The company says it plans to use the net proceeds to repay amounts under its existing credit agreement and for general corporate purposes.
12 Oct 2017capital raising announcement● NeutralMajor
Patterson-UTI closed its purchase of Multi-Shot, LLC (MS Energy Services) on October 11, 2017, paying $75 million in cash and 8,798,391 new shares of its common stock, which the company valued at about $262 million based on a $21.31 share price. This adds a directional drilling business to the contract drilling and pressure pumping operations, and the new shares are issued to the sellers, so existing holders are diluted by that amount.
The company disclosed four shareholder or warrant-holder lawsuits tied to the SSE merger: Comeaux (W.D. Oklahoma, Feb 22, 2017; injunction motion withdrawn April 10), Sudarsan (S.D.N.Y., March 31; names Patterson-UTI and seeks to block cancellation of SSE warrants), and Gael and Scarantino (Delaware Chancery, April 7 and April 10). The company calls them without merit and says none is expected to affect the merger, which it expects to occur April 20, 2017; outcomes and costs cannot be predicted. The filing also references a joint press release (April 10) extending the deadline for SSE warrant holders to exercise.