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): October 11, 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 or organization) |
(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
Not Applicable
(Former name or former address, if changed since last report)
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:
| ☐ | 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. ☐
Introduction
Patterson-UTI Energy, Inc., a Delaware corporation (“Patterson-UTI”), is providing the disclosure contained in this Current Report on Form 8-K in connection with the completion on October 11, 2017 of its previously announced acquisition (the “Transaction”) of 100% of the outstanding equity interests of Multi-Shot, LLC, a Texas limited liability company (“Multi-Shot”). Under the terms of the Securities Purchase Agreement, dated September 4, 2017, by and among Patterson-UTI, Multi-Shot, the holders of outstanding limited liability company interests of Multi-Shot (the “Sellers”), and MS Incentive Plan Holdco, LLC, a Delaware limited liability company, as sellers representative, the aggregate consideration paid by Patterson-UTI to the Sellers in the Transaction was $75 million in cash and 8,798,391 shares of Patterson-UTI common stock (the “Stock Consideration”), subject to customary adjustments relating to cash, net working capital and indebtedness of Multi-Shot.
Item 3.02 Unregistered Sales of Equity Securities
The information set forth in the Introduction above is incorporated into this Item 3.02 by reference. The issuance of the Stock Consideration in the Transaction was completed in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) thereof as a transaction by an issuer not involving any public offering.
Item 7.01 Regulation FD Disclosure.
On October 12, 2017, Patterson-UTI issued a press release announcing the closing of the Transaction. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 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, unless specifically identified therein as being incorporated therein by reference. The furnishing of this press release is not intended to constitute a representation that such information is required by Regulation FD or that it includes material information that is not otherwise publicly available.
Item 8.01 Other Events.
The information set forth in the Introduction above regarding the Transaction is incorporated into this Item 8.01 by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| 99.1 | Press Release issued October 12, 2017. |
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.
| PATTERSON-UTI ENERGY, INC. | ||
| By: | /s/ C. Andrew Smith | |
| Name: | C. Andrew Smith | |
| Title: | Executive Vice President and Chief Financial Officer | |
October 12, 2017
Exhibit 99.1
| Contact: | Mike Drickamer | |||
| Vice President, Investor Relations | ||||
| (281) 765-7170 |
Patterson-UTI Energy Completes Acquisition of MS Energy Services
HOUSTON – October 12, 2017. PATTERSON-UTI ENERGY, INC. (NASDAQ: PTEN) (“Patterson-UTI”) announced today that it has closed the previously announced acquisition of Multi-Shot, LLC d/b/a MS Energy Services (“MS Energy”). Total consideration for the acquisition included approximately 8.8 million shares of stock and $75 million of cash, which valued the transaction at approximately $262 million based on the most recent closing price for Patterson-UTI of $21.31.
Andy Hendricks, Patterson-UTI’s Chief Executive Officer, stated, “I would like to welcome the employees of MS Energy to Patterson-UTI Energy. Their hard work and dedication combined with a strong technology focus has grown MS Energy into a leader in U.S. onshore directional drilling services, and we are excited to have them join our team.”
About Patterson-UTI
Patterson-UTI is a market leading provider of contract drilling, pressure pumping and directional drilling services to oil and natural gas operators in the United States and western Canada. For more information, visit www.patenergy.com.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements which are protected as forward-looking statements under the Private Securities Litigation Reform Act of 1995 that are not limited to historical facts, but reflect Patterson-UTI’s current beliefs, expectations or intentions regarding future events. Words such as “anticipate,” “believe,” “budgeted,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “potential,” “project,” “pursue,” “should,” “strategy,” “target,” or “will,” and similar expressions are intended to identify such forward-looking statements. The statements in this press release that are not historical statements, including statements regarding Patterson-UTI’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts, are forward-looking statements within the meaning of the federal securities laws. These statements are subject to numerous risks and uncertainties, many of which are beyond Patterson-
UTI’s control, which could cause actual results to differ materially from the results expressed or implied by the statements. These risks and uncertainties include, but are not limited to: volatility in customer spending and in oil and natural gas prices, which could adversely affect demand for Patterson-UTI’s services and their associated effect on rates, utilization, margins and planned capital expenditures; global economic conditions; excess availability of land drilling rigs and pressure pumping equipment, including as a result of low commodity prices, reactivation or construction; liabilities from operations; weather; decline in, and ability to realize, backlog; equipment specialization and new technologies; shortages, delays in delivery and interruptions of supply of equipment and materials; ability to hire and retain personnel; loss of, or reduction in business with, key customers; difficulty with growth and in integrating acquisitions; governmental regulation; product liability; legal proceedings; political, economic and social instability risk; ability to effectively identify and enter new markets; cybersecurity risk; dependence on our subsidiaries to meet our long-term debt obligations; variable rate indebtedness risk; and anti-takeover measures in our charter documents.
Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in Patterson-UTI’s SEC filings. Patterson-UTI’s filings may be obtained by contacting Patterson-UTI or the SEC or through Patterson-UTI’s website at http://www.patenergy.com or through the SEC’s Electronic Data Gathering and Analysis Retrieval System (EDGAR) at http://www.sec.gov. Patterson-UTI undertakes no obligation to publicly update or revise any forward-looking statement.