6 Sept 2023director interest notice● Neutral
PATTERSON UTI ENERGY INC director Robert Wayne Drummond Jr. received 942,445 shares and a 3,561,951-share option grant as part of the equity award.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
6 Sept 2023director interest notice● Neutral
PATTERSON UTI ENERGY INC director Leslie Ann Beyer received 17,731 shares as part of the equity award.
6 Sept 2023director interest notice● Neutral
Amy H Nelson became a PATTERSON UTI ENERGY INC director and company insider (initial ownership filing).
6 Sept 2023director interest notice● Neutral
PATTERSON UTI ENERGY INC director James Carl Stewart received 1,435,989 shares and a 157,774-share option grant as part of the equity award.
6 Sept 2023director interest notice● Neutral
PATTERSON UTI ENERGY INC President-Completions Matthew Gillard received 65,058 shares and a 515,357-share option grant as part of the equity award.
6 Sept 2023director interest notice● Neutral
Gary M. Halverson became a PATTERSON UTI ENERGY INC director and company insider (initial ownership filing).
6 Sept 2023director interest notice● Neutral
Leslie Ann Beyer became a PATTERSON UTI ENERGY INC director and company insider (initial ownership filing).
6 Sept 2023director interest notice● Neutral
James Carl Stewart became a PATTERSON UTI ENERGY INC director and company insider (initial ownership filing).
6 Sept 2023director interest notice● Neutral
Matthew Gillard became a PATTERSON UTI ENERGY INC President-Completions and company insider (initial ownership filing).
6 Sept 2023director interest notice● Neutral
PATTERSON UTI ENERGY INC director Gary M. Halverson received 130,582 shares as part of the equity award.
6 Sept 2023director interest notice● Neutral
PATTERSON UTI ENERGY INC director Amy H Nelson received 125,438 shares as part of the equity award.
5 Sept 2023securities registration● Neutral
PATTERSON UTI ENERGY INC filed an automatic shelf registration, effective immediately as a well-known seasoned issuer.
5 Sept 2023securities registration● Neutral
PATTERSON UTI ENERGY INC filed a prospectus supplement covering resales by selling shareholders.
1 Sept 2023business combination▲ GoodMajor
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).
18 Aug 2023substantial holder notice● Neutral
BEP Diamond Topco L.P, BEP Diamond Topco LLC, BEP Diamond Aggregator L.P, BCP VII/BEP II Holdings Manager L.L.C, Blackstone Energy Management Associates II L.L.C, Blackstone Management Associates VII L.L.C, BMA VII L.L.C, Blackstone EMA II L.L.C, Blackstone Holdings III L.P, Blackstone Holdings III GP L.P, Blackstone Holdings III GP Management L.L.C, Blackstone Inc, Blackstone Group Management L.L.C, Stephen A. Schwarzman disclosed a new substantial PATTERSON UTI ENERGY INC shareholding (14.40% of votes).
18 Aug 2023business combination● Neutral
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.
17 Aug 2023director interest notice● Neutral
Blackstone Holdings III L.P. became a PATTERSON UTI ENERGY INC 10%+ owner and company insider (initial ownership filing).
17 Aug 2023director interest notice● Neutral
Diamond Topco L.P. Bep became a PATTERSON UTI ENERGY INC 10%+ owner and company insider (initial ownership filing).
14 Aug 2023business combination● NeutralMajor
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.
1 Aug 2023quarterly activities report● Neutral
PATTERSON UTI ENERGY INC reported quarterly revenue of $758.9 million and net income of $84.6 million for the period ended 2023-06-30.
31 July 2023securities registration● Neutral
PATTERSON UTI ENERGY INC filed the final prospectus for a registered offering.
28 July 2023business combination▲ GoodMajor
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.
28 July 2023business combination● Neutral
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.
27 July 2023director interest notice● Neutral
PATTERSON UTI ENERGY INC Chief Operating Officer James Michael Holcomb sold 8,802 shares at $15.47.
26 July 2023quarterly activities report● Neutral
PATTERSON UTI ENERGY INC reported quarterly revenue of $758.9 million and net income of $84.6 million for the period ended 2023-06-30.
19 July 2023director interest notice● Neutral
PATTERSON UTI ENERGY INC Chief Operating Officer James Michael Holcomb sold 16,666 shares.
19 July 2023director interest notice● Neutral
PATTERSON UTI ENERGY INC President & CEO William Andrew Hendricks Jr. sold 200,000 shares at $14.84.
17 July 2023director interest notice● Neutral
PATTERSON UTI ENERGY INC President & CEO William Andrew Hendricks Jr. sold 100,000 shares at $14.06.
17 July 2023business combination● NeutralMajor
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.
17 July 2023business combination● Neutral
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.