Past year: ▲ 79%(5.81 – 12.64 USD)
Each one in plain English, with the numbers worked through for a shareholder.
22 Mar 2017business combination● Neutral
The company announced that its special shareholder meeting to vote on issuing shares to SSE holders for the merger will be held April 20, 2017 at 9:00 a.m. Central in Houston, with holders of record at Feb 22, 2017 entitled to vote. This supplies the meeting date that was missing from the Feb 22 record-date filing; the vote result is not yet known.
13 Mar 2017business combination● Neutral
The company filed Amendment No. 2 to the SSE merger registration statement (S-4), again a preliminary joint proxy statement/prospectus. The visible terms are the same as in Amendment No. 1 (up to 49,559,000 shares, about $1.42 billion at the Dec 12, 2016 price, up to about 25% for former SSE holders); the only difference seen in the text is a page reference moving from 148 to 149. Meeting dates remain blank and the merger is still pending.
23 Feb 2017business combination● Neutral
The company filed Amendment No. 1 to its registration statement (S-4) for the Seventy Seven Energy (SSE) merger, a draft joint proxy statement/prospectus that is still preliminary and not yet effective. It restates the terms: up to 49,559,000 new Patterson-UTI shares for SSE holders (about $1.42 billion at the Dec 12, 2016 price), former SSE holders owning up to about 25% of the combined company, existing Patterson-UTI shares unchanged, and about 59% of SSE shares committed by voting agreements. The meeting date is still blank, so approval remains outstanding.
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.
13 Feb 2017business combination● Neutral
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.
27 Jan 2017material agreement● NeutralMajor
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.
24 Jan 2017material agreement● NeutralMajor
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.
23 Jan 2017business combination● Neutral
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.
23 Jan 2017business combination● NeutralMajor
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.
13 Dec 2016business combination● NeutralMajor
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.
18 Mar 2015debt financing● NeutralMajor
On March 18, 2015 the company took out a $200 million unsecured term loan led by Wells Fargo, due September 27, 2017, at LIBOR plus 3.25%, and used it to repay all $150 million of revolver borrowings under its 2012 credit agreement. It also expects the $39.8 million of letters of credit to move to the Scotiabank facility signed days earlier, which would leave the full $500 million revolver available. The loan restricts dividends and buybacks unless pro forma debt to EBITDA is no more than 2.5x.
16 Mar 2015debt financing● Neutral
On March 16, 2015 the company signed a reimbursement agreement with Scotiabank to issue letters of credit. It expects the $39.8 million of letters of credit now under the 2012 credit agreement to be replaced by Scotiabank ones, with future requests going there instead. The obligations are guaranteed by subsidiaries that guarantee the credit agreement.
12 Jan 2015material agreement● Neutral
On January 9, 2015 the company amended its 2012 credit agreement: it released one subsidiary (Patterson-UTI Drilling International) from its guaranty, exempted some subsidiaries from having to guarantee, changed the change-of-control definition, and raised the senior note debt its subsidiaries may guarantee from $600 million to $1 billion. No new borrowing is reported.
28 Sept 2012debt financing▲ GoodMajor
On September 27, 2012 the company replaced its 2010 credit agreement with a new $600 million, five-year unsecured facility with Wells Fargo and other banks: a $500 million revolver and a $100 million term loan, both maturing September 27, 2017. The press release says interest margins are 50 basis points better than the 2010 agreement, and that the term loan is planned to be funded in the fourth quarter of 2012.
18 June 2012debt financing▲ GoodMajor
On June 14, 2012 the company sold another $300 million of senior notes, 4.27% Series B due June 14, 2022. The press release says most of the proceeds paid off its revolver and term loan under the bank credit facility, leaving about $110 million in cash and $360 million available under the revolver.
27 Oct 2011listing compliance notice▼ BadMajor
PATTERSON UTI ENERGY INC deregistered its securities, ending its obligation to file reports with the SEC.
6 Oct 2010debt financing● NeutralMajor
On October 5, 2010 the company sold $300 million of 4.97% Series A Senior Notes due October 5, 2020 in a private placement, guaranteed by its domestic subsidiaries (other than immaterial ones). The filing does not say what the proceeds will be used for.
19 Aug 2010debt financing● NeutralMajor
On August 19, 2010 the company signed a new $500 million unsecured credit agreement with Wells Fargo (a $400 million revolver maturing August 2013 and a $100 million term loan maturing August 2014) and drew the full $100 million term loan that day. It replaced the March 2009 credit agreement, which was terminated, with existing letters of credit carried over.
6 July 2010material agreement● NeutralMajor
On July 2, 2010 Patterson-UTI agreed to buy pressure pumping and electric wireline assets from Key Energy Services subsidiaries for about $237.7 million in cash, subject to adjustments and to Hart-Scott-Rodino waiting-period clearance, with a December 1, 2010 closing deadline. To help fund it, it also signed a 364-day, $250 million unsecured term loan with Wells Fargo that must be drawn by September 30, 2010 (October 30 with an extra fee).
