As filed with the Securities and Exchange Commission on September 1, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Patterson-UTI Energy, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 75-2504748 | |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
Patterson-UTI Energy, Inc.
10713 W. Sam Houston Pkwy N, Suite 800
Houston, Texas 77064
(Address of Principal Executive Offices, Zip Code)
NexTier Oilfield Solutions Inc. Equity and Incentive Award Plan
NexTier Oilfield Solutions Inc. (Former C&J Energy) Management Incentive Plan
Patterson-UTI Energy, Inc. 2021 Long-Term Incentive Plan
(Full title of the plans)
Seth D. Wexler
Senior Vice President, General Counsel and Secretary
Patterson-UTI Energy, Inc.
10713 W. Sam Houston Pkwy N, Suite 800
Houston, Texas 77064
(281) 765-7100
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Krista P. Hanvey
Gibson, Dunn & Crutcher, LLP
2001 Ross Avenue, Suite 2100
Dallas, Texas 75201
(214) 698-3100
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☐ |
Smaller reporting company |
☐ | |||
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
On September 1, 2023, pursuant to that certain Agreement and Plan of Merger (as amended, the Merger Agreement) dated as of June 14, 2023, between Patterson-UTI Energy, Inc., a Delaware corporation (the Registrant), Pecos Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Registrant (Merger Sub Inc.), Pecos Second Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Registrant (Merger Sub LLC) and NexTier Oilfield Solutions Inc., a Delaware corporation (NexTier), (a) Merger Sub Inc. merged with and into NexTier, with NexTier continuing as the surviving entity (the Surviving Company, and such merger, the First Company Merger) and (b) immediately following the First Company Merger, the Surviving Company merged with and into Merger Sub LLC, with Merger Sub LLC continuing as the surviving entity and a direct, wholly-owned subsidiary of the Registrant (the Transaction). In connection with the Transaction, each of the NexTier Oilfield Solutions Inc. Equity and Incentive Award Plan (the Equity and Incentive Award Plan) and the NexTier Oilfield Solutions Inc. (Former C&J Energy) Management Incentive Plan (the Former C&J Energy Plan) as well as certain equity awards that were granted and outstanding under the Equity and Incentive Award Plan and the Former C&J Energy Plan were assumed by the Registrant (such awards, the Assumed Awards) and converted into equity awards in respect of shares of the Registrants common stock, par value $0.01 per share (Common Stock). In addition, shares remaining available for future issuance under the Equity and Incentive Award Plan were assumed by the Registrant as permitted by Nasdaq Rule 5635(c)(3) and added to the number of shares of Common Stock available for issuance under the Patterson-UTI Energy, Inc. 2021 Long-Term Incentive Plan (as amended, the Registrant Stock Plan, and such shares, the Added Shares).
This Registration Statement on Form S-8 (this Registration Statement) is being filed by the Registrant to register (A) 7,296,656 shares of Common Stock issuable pursuant to Assumed Awards outstanding under the Equity and Incentive Award Plan, (B) 793,523 shares of Common Stock issuable pursuant to Assumed Awards outstanding under the Former C&J Energy Plan, and (C) the 10,050,932 Added Shares reserved for future issuance under the Registrant Stock Plan in accordance with Nasdaq Rule 5635(c)(3).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information specified in Part I of Form S-8 will be delivered to employees as specified by Rule 428(b)(1) of the Securities Act. In accordance with the instructions of Part I of Form S-8, such documents are not being filed with the Securities and Exchange Commission (the Commission) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. Such documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item | 3. Incorporation of Certain Documents by Reference. |
The following documents, which have heretofore been filed by the Registrant with the Commission pursuant to the Securities Act and pursuant to the Securities Exchange Act of 1934, as amended (the Exchange Act), are incorporated by reference herein and shall be deemed to be a part hereof:
(a) | the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the Commission on February 13, 2023, as amended by the Registrants Amendment No. 1 on Form 10-K/A filed with the Commission on July 17, 2023; |
(b) | the Registrants Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31, 2023 filed with the Commission on May 1, 2023 and for the fiscal quarter ended June 30, 2023 filed with the Commission on August 1, 2023; |
(c) | the Registrants Current Reports on Form 8-K filed with the Commission on January 3, 2023, January 4, 2023, February 8, 2023, April 27, 2023, June 8, 2023, June 15, 2023, June 16, 2023, July 5, 2023, July 17, 2023, July 26, 2023, July 28, 2023, August 14, 2023, August 14, 2023, August 18, 2023 and September 1, 2023; and |
(d) | the Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 filed as Exhibit 4.1 to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the Commission on February 16, 2022, together with any amendment or report filed with the Commission that updates such description. |
In addition, all documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicate that all securities offered hereby have been sold or which deregister all securities remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Notwithstanding the foregoing, unless specifically stated to the contrary, none of the information that the Registrant discloses under Items 2.02 or 7.01 of any Current Report on Form 8-K that it may from time to time furnish to the Commission will be incorporated by reference into, or otherwise included in, this Registration Statement.
Any statement, including financial statements, contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or therein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant is a Delaware corporation subject to the applicable indemnification provisions of the General Corporation Law of the State of Delaware, which is referred to herein as the Delaware General Corporation Law. Under Section 145 of the Delaware General Corporation Law, each director and officer of the Registrant may be indemnified by the Registrant against all expenses and liabilities (including attorneys fees, judgments, fines and amounts paid in settlement) actually or reasonably incurred in connection with the defense or settlement of any threatened, pending or completed legal proceedings (other than a proceeding by or in the right of the Registrant) in which he or she is involved by reason of the fact that he or she is or was a director or officer of the Registrant if such director or officer acted in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the Registrant and, with respect to any criminal action or proceeding, if he or she had no reasonable cause to believe that his or her conduct was unlawful. If the legal proceeding, however, is by or in the right of the Registrant, the director or officer (i) may be indemnified by the Registrant only for expenses (including attorneys fees) but not for judgments, fines or amounts paid in settlements and (ii) may not be indemnified for expenses in respect of any claim, issue or matter as to which he or she shall have been adjudged to be liable to the Registrant unless a court determines otherwise.
The Registrants amended and restated bylaws and restated certificate of incorporation both provide for the indemnification of the Registrants directors and officers, to the fullest extent permitted by the Delaware General Corporation Law, for all liability and loss (including attorneys fees) incurred in defending actions brought against them arising out of the performance of their duties. The Registrants restated certificate of incorporation also contains a provision that eliminates, subject to certain exceptions, to the fullest extent permitted by the Delaware General Corporation Law, the personal liability of each director of the Registrant to the Registrant and its stockholders for monetary damages for breaches of fiduciary duty as a director.
The foregoing is only a general summary of certain aspects of Delaware law and the Registrants restated certificate of incorporation and amended and restated bylaws dealing with indemnification of directors and officers and does not purport to be complete. It is qualified in its entirety by reference to the detailed provisions of the Delaware General Corporation Law and the Registrants restated certificate of incorporation and amended and restated bylaws.
The Registrant has entered into indemnification agreements with its directors and executive officers, and intends to enter into indemnification agreements with any new directors and executive officers in the future. Pursuant to such agreements, the Registrant will, to the extent permitted by applicable law, indemnify such persons against all expenses, judgments, fines and penalties incurred in connection with the defense or settlement of any actions brought against them by reason of the fact that they were directors or officers of the Registrant or assumed certain responsibilities at the direction of the Registrant. The preceding discussion of the Registrants indemnification agreements is not intended to be exhaustive and is qualified in its entirety by reference to such indemnification agreements.
Under the Registrant Stock Plan, each person who is or shall have been a member of the Registrants board of directors, or a committee appointed by the Registrants board of directors, or an officer of the Registrant to whom authority was delegated in accordance with the Registrant Stock Plan shall be indemnified and held harmless by the Registrant against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Registrant Stock Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Registrants approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or proceeding against him or her, provided he or she shall give the Registrant an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf, unless such loss, cost, liability, or expense is a result of his or her own willful misconduct or except as expressly provided by statute.
Under the Former C&J Energy Plan, no member of the Registrants Compensation Committee shall be liable for any action, failure to act, determination or interpretation made in good faith with respect to the Former C&J Energy Plan or any transaction thereunder. The Registrant indemnifies each member of the Registrants Compensation Committee for all costs and expenses and, to the extent permitted by applicable law, any liability incurred in connection with defending against, responding to, negotiating for the settlement of or otherwise dealing with any claim, cause of action or dispute of any kind arising in connection with any actions in administering the Former C&J Energy Plan or in authorizing or denying authorization to any transaction thereunder.
Item | 7. Exemption from Registration Claimed. |
Not applicable.
Item 8. | Exhibits. |
* | Filed herewith. |
Item 9. Undertakings.
(a)The undersigned Registrant hereby undertakes:
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective Registration Statement; and |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; |
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
(2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(b) | The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrants annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plans annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(h) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Houston, Texas, on the 1st day of September, 2023.
PATTERSON-UTI ENERGY, INC. | ||
By: | /s/ William Andrew Hendricks, Jr. | |
Name: | William Andrew Hendricks, Jr. | |
Title: | President and Chief Executive Officer |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints William Andrew Hendricks, Jr. and C. Andrew Smith, or either of them, severally, the individuals true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on September 1, 2023.
Signature |
Title |
|||
/s/ William Andrew Hendricks, Jr. William Andrew Hendricks, Jr. |
President, Chief Executive Officer and Director (Principal Executive Officer) | |||
/s/ C. Andrew Smith C. Andrew Smith |
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | |||
/s/ Curtis W. Huff Curtis W. Huff |
Chairman of the Board and Director | |||
/s/ Robert W. Drummond Robert W. Drummond |
Vice Chairman of the Board and Director | |||
/s/ Leslie Beyer Leslie Beyer |
Director | |||
/s/ Tiffany (TJ) Thom Cepak Tiffany (TJ) Thom Cepak |
Director | |||
/s/ Gary M. Halverson Gary M. Halverson |
Director | |||
/s/ Cesar Jaime Cesar Jaime |
Director | |||
/s/ Janeen S. Judah Janeen S. Judah |
Director | |||
/s/ Amy H. Nelson Amy H. Nelson |
Director | |||
/s/ Julie J. Robertson Julie J. Robertson |
Director | |||
/s/ James C. Stewart James C. Stewart |
Director |
Exhibit 5.1
|
September 1, 2023
Patterson-UTI Energy, Inc.
10713 W. Sam Houston Pkwy N, Suite 800
Houston, TX 77064
Re: | Patterson-UTI Energy, Inc. Registration Statement on Form S-8 |
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the Registration Statement) of Patterson-UTI Energy, Inc., a Delaware corporation (the Company), to be filed with the Securities and Exchange Commission (the Commission) pursuant to the Securities Act of 1933, as amended (the Securities Act), which, in connection with the consummation of the transactions contemplated by that certain Agreement and Plan of Merger dated as of June 14, 2023 between the Company, Pecos Merger Sub Inc., Pecos Second Merger Sub LLC and NexTier Oilfield Solutions Inc. (NexTier), is registering up to (a) 7,296,656 shares of the Companys common stock, par value $0.01 per share (Common Stock) for issuance under the NexTier Oilfield Solutions Inc. Equity and Incentive Award Plan (the Equity and Incentive Award Plan), (b) 793,523 shares of Common Stock for issuance under the NexTier Oilfield Solutions Inc. (Former C&J Energy) Management Incentive Plan (the Former C&J Energy Plan), and (c) 10,050,932 shares of Common Stock that, as permitted by Nasdaq Rule 5635(c)(3), were added to the share reserve for issuance under the Patterson-UTI Energy, Inc. 2021 Long-Term Incentive Plan, as amended (the Registrant Stock Plan and together with the Equity and Incentive Award Plan and the Former C&J Energy Plan, the Plans, and such shares of Common Stock, collectively, the Shares).
We have examined the originals, or photostatic or certified copies, of such records of the Company and certificates of officers of the Company and of public officials and such other documents as we have deemed relevant and necessary as the basis for the opinions set forth below. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. We have also assumed that there are no agreements or understandings between or among the Company and any participants in the Plans that would expand, modify or otherwise affect the terms of the Plans or the respective rights or obligations of the participants thereunder. Finally, we have assumed the accuracy of all other information provided to us by the Company during the course of our investigations, on which we have relied in issuing the opinion expressed below.
Based upon the foregoing examination and in reliance thereon, and subject to the qualifications, assumptions and limitations stated herein and in reliance on the statements of fact contained in the documents that we have examined, we are of the opinion that the Shares, when issued and sold in accordance with the terms set forth in the Plans, as applicable, and against payment therefor in accordance with the terms of the form of agreement documenting the awards under which the Shares may be issued, and when the Registration Statement has become effective under the Securities Act, will be validly issued, fully paid and non-assessable.
We render no opinion herein as to matters involving the laws of any jurisdiction other than the Delaware General Corporation Law (the DGCL). This opinion is limited to the effect of the current state of the DGCL and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such law or the interpretations thereof or such facts. We express no opinion regarding any state securities laws or regulations.
Abu Dhabi Beijing Brussels Century City Dallas Denver Dubai Frankfurt Hong Kong Houston London Los Angeles
Munich New York Orange County Palo Alto Paris San Francisco Singapore Washington, D.C.
We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP
Gibson, Dunn & Crutcher LLP
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Patterson-UTI Energy, Inc. of our report dated February 13, 2023 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Patterson-UTI Energy, Inc.s Amendment No. 1 to the Annual Report on Form 10-K/A for the year ended December 31, 2022.
/s/ PricewaterhouseCoopers LLP
Houston, Texas
September 1, 2023
1
Exhibit 23.3
Consent of Independent Registered Public Accounting Firm
We consent to the use of our reports dated February 16, 2023, with respect to the consolidated financial statements of NexTier Oilfield Solutions Inc., and the effectiveness of internal control over financial reporting, incorporated herein by reference.
/s/ KPMG LLP
Houston, Texas
September 1, 2023
Exhibit 23.4
Consent of Independent Auditor
Patterson-UTI Energy, Inc.
Houston, Texas
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Patterson-UTI Energy, Inc. of our report dated March 1, 2023, relating to the consolidated financial statements of BEP Diamond Topco L.P. for the year ended December 31, 2022 appearing in Patterson-UTI Energy, Inc.s Current Report on Form 8-K filed on July 17, 2023.
/s/ BDO USA, P.C.
Dallas, Texas
September 1, 2023
Exhibit 107.1
Calculation of Filing Fee Tables
FORM S-8
(Form Type)
PATTERSON-UTI ENERGY, INC.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type | Security Class Title |
Fee Calculation Rule |
Amount Registered (1) |
Proposed Maximum Offering |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee | |||||||
Equity | Common Stock, par value $0.01 per share | Rule 457(a) (2) | 7,296,656 (3) | $13.61(2) | $104,390,453.14 | $110.20 per $1,000,000 | $11,503.83 | |||||||
Equity | Common Stock, par value $0.01 per share | Rule 457(a) (2) | 793,523 (4) | $23.52(2) | $18,660,553.95 | $110.20 per $1,000,000 | $2,056.39 | |||||||
Equity | Common Stock, par value $0.01 per share | Rule 457(a) (2) | 10,050,932 (5) | $14.09(2) | $141,617,631.88 | $110.20 per $1,000,000 | $15,606.26 | |||||||
Total Offering Amounts | $264,668,638.97 | $29,166.48 | ||||||||||||
Total Fee Offsets | $ | |||||||||||||
Net Fee Due |
$29,166.48 |
(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement on Form S-8 (this Registration Statement) shall also cover any additional shares of common stock, par value $0.01 (Common Stock) of Patterson-UTI Energy, Inc. that may become issuable pursuant to the adjustment provisions of, as applicable, the NexTier Oilfield Solutions Inc. Equity and Incentive Award Plan (the Equity and Incentive Award Plan), the NexTier Oilfield Solutions Inc. (Former C&J Energy) Management Incentive Plan (the Former C&J Energy Plan) or the Patterson-UTI Energy, Inc. 2021 Long-Term Incentive Plan, as amended (the Registrant Stock Plan), including as a result of stock splits, stock dividends or similar transactions, and any other securities with respect to which the outstanding shares are converted or exchanged. |
(2) | Calculated solely for the purpose of determining the registration fee pursuant to Rule 457(c) and 457(h) based upon (a) $14.09, which was the average of the high and low prices of the Common Stock as reported on the Nasdaq Global Select Market on August 25, 2023, with respect to assumed restricted stock units under the Former C&J Energy Plan and the Equity and Incentive Award Plan and additional shares being registered for issuance under the Registrant Stock Plan, and (b) the price at which assumed option awards under the Former C&J Energy Plan and the Equity and Incentive Award Plan may be exercised. |
(3) | Represents 7,296,656 shares of Common Stock issuable under the Equity and Incentive Award Plan, comprised of 246,159 shares underlying assumed options and 7,050,497 shares underlying assumed restricted stock unit awards. |
(4) | Represents 793,523 shares of Common Stock issuable under the Former C&J Energy Plan, comprised of 406,388 shares underlying assumed options and 387,135 shares underlying assumed restricted stock unit awards. |
(5) | Represents 10,050,932 shares of Common Stock issuable under the Registrant Stock Plan. |