8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 5, 2017

PATTERSON-UTI ENERGY, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	0-22664	75-2504748
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
10713 West Sam Houston Pkwy N., Suite 800 Houston, Texas		77064
(Address of principal executive offices)		(Zip Code)

(281) 765-7100

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 7.01 Regulation FD Disclosure.

Patterson-UTI Energy, Inc. will deliver an investor presentation that includes the slides attached as Exhibit 99.1 to this Current Report on Form 8-K, which are incorporated herein by reference.

The information furnished pursuant to Item 7.01, including Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, shall not otherwise be subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of these slides is not intended to constitute a representation that such information is required by Regulation FD or that the materials they contain include material information that is not otherwise publicly available.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Investor presentation slides.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 5, 2017

PATTERSON-UTI ENERGY, INC.
By:	/s/ Seth D. Wexler
Name:	Seth D. Wexler
Title:	Senior Vice President, General Counsel and Secretary

3

EXHIBIT INDEX

Exhibit No.	Description
99.1	Investor presentation and slides.

4

EX-99.1

Barclays

September 5 –

7, 2017

CEO Energy-Power Conference

Exhibit 99.1

Forward-Looking Statements

This material and any oral statements made in connection with this material include "forward-looking

statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934.

Statements made which provide the Company’s or management’s intentions, beliefs, expectations or

predictions for the future are forward-looking statements and are inherently uncertain. The opinions, forecasts,

projections or other statements other than statements of historical fact, including, without limitation, plans and

objectives of management of the Company are forward-looking statements. It is important to note that actual

results could differ materially from those discussed in such forward-looking statements. Important factors that

could cause actual results to differ materially include the risk factors and other cautionary statements

contained from time to time in the Company’s SEC filings, which may be obtained by contacting the Company or

the

SEC.

These

filings

are

also

available

through

the

Company’s

web

site

at

http://www.patenergy.com

or

through

the

SEC’s

Electronic

Data

Gathering

and

Analysis

Retrieval

System

(EDGAR)

at

http://www.sec.gov.

We

undertake no obligation to publicly update or revise any forward-looking statement. Statements made in this

presentation include non-U.S. GAAP financial measures. The required reconciliation to U.S. GAAP financial

measures are included on our website and/or at the end of this presentation.

2

Who We Are: An Oilfield Services Leader

Patterson-UTI reported results for the six months ended June 30, 2017.

3

DRILLING

PRESSURE PUMPING

High quality fleet of land

drilling rigs, including 198

APEX

®

class rigs

Leader

in walking rig

technology for pad drilling

applications

Large footprint with super-

spec rigs across North

American drilling markets

RENTALS

TECHNOLOGY

High quality fleet of 1.5

million horsepower of

pressure pumping

equipment

Strong reputation for

regional knowledge and

efficient operations

Scale helps to drive

efficiencies

Leading position in

underbalanced drilling air

compression equipment

with 17 active spreads in the

Northeast United States

Surface equipment support

packages including fit-for-

purpose drilling mud storage

systems, acid tanks and

wellsite containment

Designs, manufactures and

services high-spec rig

components and pipe

handling equipment that

provide efficiency, safety

and serviceability

55%

Components of Revenue*

48%

CONTRACT DRILLING

49%

PRESSURE PUMPING

3%

OTHER

Broad Footprint in Oilfield Services

patenergy.com

4

WEST TEXAS / 41

APPALACHIA / 29

MID-CONTINENT / 29

SOUTH TEXAS / 21

EAST TEXAS / 18

ROCKIES / 13

NORTH DAKOTA / 8

CANADA / 3

By Region

As of August 31, 2017

Active Rig Count

162

TEXAS / 650k

HP

APPALACHIA / 270k

HP

MID-CONTINENT / 190k

HP

Active Horsepower

PATTERSON-UTI

OPERATING AREAS

UNIVERSAL PRESSURE PUMPING

FIELD OFFICES

GREAT PLAINS OILFIELD RENTAL

FIELD OFFICES

1.1

MM

By Region

As of August 31, 2017

WARRIOR

TOP DRIVE FACILITY

PATTERSON-UTI DRILLING

FIELD OFFICES

AND YARDS

Comprehensive Oilfield Services and Solutions

* Following completion of pending acquisition of MS Energy Services

5

Contract Drilling

Hydraulic Fracturing

Directional Drilling*

Cementing

Acidizing

Nitrogen Service

Air Drilling

Drilling Motor Rentals*

Water Transfer

Drilling Top Drives

Well Surveying*

Rental Equipment

Directional Drilling

6

Acquiring MS Energy Services, a leading

provider of directional drilling services in the

United States

Total consideration for the acquisition includes

approximately 8.8 million shares of Patterson-

UTI common stock and $75 million of cash

MS Energy Services has a strong technology

focus with proprietary mud motor, MWD and

survey equipment

Patented C

2

technology enables high-speed

electromagnetic telemetry independent of

geological formation constraints, which reduces

both drilling time and expense

Efficiency

Efficiency improves well economics

Patterson-UTI has the scale, processes, people and

equipment necessary for efficient operations

Technology

Technology helps to improve efficiency

Patterson-UTI is a technology leader in oilfield

services

U.S. Oilfield Services Scale

Scale helps to improve efficiency

Patterson-UTI is the only company with market leading

positions in the United States in contract drilling,

pressure pumping and directional drilling*

Financially Flexible

Strong Balance Sheet

Scalable business structure

Patterson-UTI is a Leader:

Why Invest in Patterson-UTI Energy?

* Following completion of pending acquisition of MS Energy Services

7

Patterson-UTI: A Leader in Oilfield Services Efficiency

Efficiency improves well economics.

* Following completion of pending acquisition of MS Energy Services

8

People

Crews receive extensive onboarding and

ongoing training to ensure competency

and refine operating and safety

procedures.

Processes

Patterson-UTI utilizes industry leading

management systems and field audit

processes to maximize reliability and

provide continuous learning and feedback

process.

Innovation

Patterson-UTI is a leader in the super-spec

rig market.

Super-spec rigs, modern pressure pumping

fleets and comprehensive directional

drilling*  provide critical path services for

E&P companies.

People: Personnel Development

9

it's our way of life.

Working incident free is not just a priority to us

Operational excellence is our minimum standard

excellence is our way of life.

Development of our people is a core value

continuous learning is our way of life.

Process: Management System

•

Management System

allows for continuous

updates on Policies &

Priorities

•

Comprehensive Rig and

Frac

Fleet audits ensure

uptime, preventative

maintenance, continuous

improvement.

•

Incident Management

System allow data for

Reporting and tracking to

completion of Incidents

and Management of

Change (MOC).

10

Innovative Rig Designs: APEX-XK

®

11

Able to walk x/y with full

set-back of pipe in mast

Walking system integrated

into substructure

Blowout Preventer

remains upright

in substructure

while walking

Drawworks

on rig floor

allows more clearance

under rig for walking

Advanced environmental

spill control integrated into

drilling floor

Innovative Rig Designs: APEX-XC

™

12

Standard with

higher-torque top

drive

Enhanced

setback capacity

for efficiently

drilling longer

laterals

Increased

clearance for

walking over and

around wellheads

on a pad

HPU, accumulator

and walking

system integrated

in substructure for

efficient rig moves

and rig walks

Integrated

walking system

with auto-walk

and auto-steering

functionality

Increased mud

pump horsepower

Innovative Rig Upgrades:

•

Significantly upgrading seven APEX 1000® rigs

to APEX-XK® rigs. The first two upgrades have

been completed and delivered to the field.

•

Six of the upgraded rigs have been contracted.

Average contract duration in excess of 18

months.

•

Upgraded rigs will have all of the capabilities of

a newbuild

APEX-XK®, but at a much lower cost

than a newbuild.

13

Innovative Rig Technology: Warrior 500 Ton AC Top Drive

14

HIGH PERFORMANCE

-

50,000 ft-lbs continuous torque rating

REDUNDANT POWER DELIVERY

-

Four independent power pathways from the AC bus to the top drive quill

-

No single-point sources of failure from generator to drill pipe

REVOLUTIONARY POWER TRANSMISSION

-

No gear case

-

No power transmission lubrication

SERVICEABILITY

-

Most major modules are interchangeable without specialized technicians

-

Comprehensive advanced diagnostics

SAFETY AND EFFICIENCY

-

Comprehensive feedback of pipe-handler functions

-

Enhanced user interface and top drive control functions

OPTIONAL INTEGRATED CASING DRIVE

-

Casing Running Tool not required

Innovative Pressure Pumping Technology: Bi-Fuel

15

Engines can burn a fuel

mix comprised of up to

70% natural gas

Comparable torque and

horsepower to an all diesel

engine

Reduces operating costs by

lowering fuel costs

Good for environmental

sustainability

Innovative: Performance Data Analytics

Real-time innovative data analysis system collects

and analyzes data across region, pad and rigs for

performance by formation, section, crew, etc.

Ability to analyze equipment and maintenance

data

across rigs and vendors to benchmark

performance and maximize reliability

Provide comprehensive performance reports that

can be shared across the Company to foster a best-

in-class

culture focused on technology and

operational excellence

16

Innovative: Centralized Logistics Center

Efficient procurement and logistics of sand

and chemicals is important to being

successful in hydraulic fracturing.

Centralized logistics center includes:

17

central

scheduling

and tracking

software

24/7

dispatch

personnel

smart

phone

apps in

the field

Currently operational in Texas

Expanding to Mid-Con and Appalachia

Innovative: Automation and Remote Operations

* Following completion of pending acquisition of MS Energy Services

18

REMOTE OPERATIONS

Remote operations allow a

specialist to execute multiple wells

at one time

RIG AUTOMATION

Consistent, automated processes at

the wellsite limit safety risks,

reduces well costs, streamlines

logistics and increases margins

DD AUTOMATION*

Controlling downhole equipment

with software closed-loop

automation enhances quality and

efficiency

Strong Financial Position

19

Substantial Liquidity

•

$40 million cash as of June 30, 2017

•

$490 million revolver extended through March 2019

•

$140 million drawn at July 31, 2017 and $15.6 million letters of credit

•

$75 million of cash to be used as part of acquisition cost for MS Energy Services

15.7%

Net Debt/Total Capital at June 30, 2017

$300 million term loan matures October 2020

$300 million term loan matures June 2022

No term debt maturities until October 2020

Efficiency

Efficiency improves well economics

Patterson-UTI has the scale, processes, people and

equipment necessary for efficient operations

Technology

Technology helps to improve efficiency

Patterson-UTI is a technology leader in oilfield

services

U.S. Oilfield Services Scale

Scale helps to improve efficiency

Patterson-UTI is the only company with market leading

positions in the United States in contract drilling,

pressure pumping and directional drilling*

Financially Flexible

Strong Balance Sheet

Scalable business structure

Patterson-UTI is a Leader:

Why Invest in Patterson-UTI Energy?

* Following completion of pending acquisition of MS Energy Services

20

Additional References

APEX

®

Class Rigs

*Five to be converted to APEX-XK.

198

APEX-XK 1500®

APEX 300-Series®

APEX 1500®

APEX PK™

APEX 1000®*

Other AC

59

53

47

28

9

2

23

Modern Pressure Pumping Equipment

Hydraulic fracturing horsepower location as of August 31, 2017

24

MID-CONTINENT

20%

TEXAS

57%

APPALACHIA

23%

1.5 MM

HORSEPOWER

Non-U.S. GAAP Financial Measures

25

Three

Months Ended   

June 30,

2017

2016

Adjusted Earnings Before Interest, Taxes, Depreciation

and Amortization (Adjusted EBITDA)(1):

Net loss

$

(92,184)

$

(85,866)

Income tax benefit

(56,354)

(49,027)

Net interest expense

8,433

10,578

Depreciation, depletion, amortization and

impairment

219,328

170,975

Adjusted EBITDA

$

79,223

$

46,660

Total Revenue

$

579,186

$

193,907

Adjusted EBITDA margin

13.7%

24.1%

Adjusted EBITDA by operating segment:

Contract drilling

$

88,052

$

49,953

Pressure pumping

52,441

1,375

Other

3,557

2,545

Corporate

(64,827)

(7,213)

Consolidated Adjusted EBITDA

$

79,223

$

46,660

Six Months Ended       

June 30,

2017

2016

$

(155,723)

$

(156,369)

(93,301)

(84,457)

16,297

21,268

375,545

347,745

$

142,818

$

128,187

$

884,361

$

462,846

16.1%

27.7%

$

136,905

$

135,956

71,800

6,986

3,778

4,046

(69,665)

(18,801)

$

142,818

$

(unaudited, dollars in thousands)

128,187

(1) Adjusted EBITDA is a supplemental financial measure not defined by United States generally accepted accounting principles, or U.S. GAAP. We define Adjusted EBITDA as net income (loss) plus net interest

expense, income tax expense (benefit) and depreciation, depletion, amortization and impairment expense (including impairment of goodwill). We present Adjusted EBITDA because we believe it provides to both

management and investors additional information with respect to both the performance of our fundamental business activities and our ability to meet our capital expenditures and working capital requirements.

Adjusted EBITDA should not be construed as an alternative to the U.S. GAAP measure of net income (loss).