Each one in plain English, with the numbers worked through for a shareholder.
22 Feb 2017business combination● Neutral
The company set February 22, 2017 as the record date for its special shareholder meeting to vote on issuing shares to SSE holders for the merger (and on adjourning the meeting if needed). Shareholders of record at that date can vote; the filing gives no meeting date or vote result, so approval is still outstanding.
The company filed updated pro forma combined financial statements for the SSE merger, based on December 31, 2016 balance sheet and full-year 2016 results. They show a combined 2016 net loss of about $433.1 million (versus Patterson-UTI's own $318.6 million), pro forma total assets of about $5.78 billion, and 213.9 million weighted shares; the filing says the figures are preliminary and not necessarily indicative of actual results. The merger is still pending.
Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP, Wellington Management Company LLP reported a PATTERSON UTI ENERGY INC shareholding of 11,103,499 shares (7.50% of votes) in a periodic institutional filing.
The company sold 18,170,000 new shares (15,800,000 plus the underwriters' full 2,370,000 option) at $26.45 per share in the offering priced on January 24, 2017, with expected net proceeds of about $471 million. The money is meant to repay SSE's debt when the merger closes (with revolver borrowings if needed); if the merger does not close it goes to general corporate purposes. This meets the equity-raise condition tied to the credit facility increase and dilutes existing shareholders, and the offering is not conditioned on the merger.
On January 24, 2017 the company agreed with lenders to use about $95.8 million of the $100 million increase option on its revolving credit facility, taking total commitments to about $595.8 million. The increase only takes effect if the SSE merger closes, the SSE credit facility is repaid and terminated, and the company raises at least $300 million of gross proceeds from a stock offering by May 31, 2017.
Alongside the SSE merger registration statement, the company filed Seventy Seven Energy's audited 2015 financial statements, its unaudited statements for the period to September 30, 2016, and pro forma combined figures. It adds financial detail on the pending merger but no new terms; the merger is still not completed.
On January 23, 2017 the company filed the registration statement and joint proxy for the SSE merger, covering up to 49,559,000 new shares; the filing values the deal at about $1.42 billion at the December 12, 2016 share price and says former SSE holders would own up to about 25% of the combined company. Patterson-UTI shareholders will vote on the share issuance at a special meeting, and the board recommends voting for it. It is a preliminary filing, so the merger has not yet been approved or completed.
On December 12, 2016 the company agreed to buy Seventy Seven Energy (SSE) by issuing up to 49,559,000 new Patterson-UTI shares to SSE holders, with SSE becoming a wholly owned subsidiary. The deal needs both companies' shareholder approvals, antitrust clearance and other conditions; holders of about 61% of SSE have agreed to vote in favour, and a $150 million bridge facility from Canyon Capital is committed to repay some SSE debt. Termination fees of up to $100 million (payable by Patterson-UTI) or $40 million (by SSE) apply in certain cases. Existing Patterson-UTI shareholders keep their shares but will be diluted by the new issuance.
12 July 2016security holder rights change● NeutralMajor
On July 8, 2016 the company amended its 2012 credit agreement (Amendment No. 2): $357.9 million of revolver commitments now run to March 27, 2019, borrowings are limited by a borrowing base, the maximum debt-to-capitalization ratio drops to 40%, and dividends and buybacks are restricted unless a debt service coverage ratio is at least 1.5x. It repaid its bank term loans, including the March 2015 $200 million term loan (terminated with no penalty), and the press release says $70 million remains outstanding on the revolver. The release states the new terms ease paying dividends compared with the old term loan's restriction.
PATTERSON UTI ENERGY INC GENERAL COUNSEL AND SECRETARY Seth David Wexler acquired 41,000 shares and disposed of 9,418 in a set of related equity transactions.