Each one in plain English, with the numbers worked through for a shareholder.
5 July 2023business combination● NeutralMajor
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.
PATTERSON UTI ENERGY INC EVP & Chief Financial Officer Charles Andrew Smith acquired 303,800 shares and disposed of 92,832 in a set of related equity transactions.
PATTERSON UTI ENERGY INC Chief Operating Officer James Michael Holcomb acquired 223,800 shares and disposed of 60,914 in a set of related equity transactions.
PATTERSON UTI ENERGY INC President & CEO William Andrew Hendricks Jr. acquired 982,500 shares and disposed of 1,194,000 in a set of related equity transactions.
PATTERSON UTI ENERGY INC Executive Vice President Kenneth N Berns acquired 357,700 shares and disposed of 137,436 in a set of related equity transactions.
PATTERSON UTI ENERGY INC SVP/General Counsel/Secretary Seth David Wexler acquired 217,200 shares and disposed of 60,914 in a set of related equity transactions.
PATTERSON UTI ENERGY INC shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).
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.
