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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Patterson-UTI Energy, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| September 2, 2025 |
september2025ptenxinves Investor Presentation September 2025 2Investor Presentation Patterson-UTI 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. |
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| September 2, 2025 |
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 2, 2025 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation) (Commiss |
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| August 7, 2025 |
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): August 4, 2025 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation) (Commission |
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| July 29, 2025 |
Form of Executive Officer Cash-Settled Performance Unit Award Agreement.+ EXHIBIT 10.3 PATTERSON-UTI ENERGY, INC. 2021 LONG-TERM INCENTIVE PLAN CASH-SETTLED PERFORMANCE UNIT AWARD AGREEMENT [ ], 202[ ] 1.PERFORMANCE UNIT AWARD. Patterson-UTI Energy, Inc., a Delaware corporation (the “Company”), pursuant to the Patterson-UTI Energy, Inc. 2021 Long-Term Incentive Plan, as amended from time to time (the “Plan”), hereby awards to [] (the “Grantee”), effective as of the Date |
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| July 29, 2025 |
Form of Executive Officer Performance Unit Award Agreement (Free Cash Flow Return).+ EXHIBIT 10.4 PATTERSON-UTI ENERGY, INC. 2021 LONG-TERM INCENTIVE PLAN PERFORMANCE UNIT AWARD AGREEMENT (Free Cash Flow Return) [ ], 202[ ] 1.PERFORMANCE UNIT AWARD. Patterson-UTI Energy, Inc., a Delaware corporation (the “Company”), pursuant to the Patterson-UTI Energy, Inc. 2021 Long-Term Incentive Plan, as amended from time to time (the “Plan”), hereby awards to [] (the “Grantee”), effective as |
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| July 29, 2025 |
Form of Executive Officer Restricted Stock Unit Award Agreement.+ EXHIBIT 10.1 EXECUTIVE OFFICER RESTRICTED STOCK UNIT AWARD AGREEMENT PATTERSON-UTI ENERGY, INC. 2021 LONG-TERM INCENTIVE PLAN THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is between Patterson-UTI Energy, Inc., a Delaware corporation (the “Company”), and [] (the “Recipient”) effective as of [ ], 202[ ] (the “Grant Date”), pursuant to the Patterson-UTI Energy, Inc. 2021 Long-Term Inc |
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| July 29, 2025 |
Form of Executive Officer Cash-Settled Restricted Stock Unit Award Agreement.+ EXHIBIT 10.2 EXECUTIVE OFFICER CASH-SETTLED RESTRICTED STOCK UNIT AWARD AGREEMENT PATTERSON-UTI ENERGY, INC. 2021 LONG-TERM INCENTIVE PLAN THIS CASH-SETTLED RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is between Patterson-UTI Energy, Inc., a Delaware corporation (the “Company”), and [] (the “Recipient”) effective as of [ ], 202[ ] (the “Grant Date”), pursuant to the Patterson-UTI Energ |
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| July 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-39270 Patterson-UTI Energy, In |
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| July 24, 2025 |
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): July 23, 2025 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation) (Commission |
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| July 24, 2025 |
Exhibit 99.1 Contact: Michael Sabella Vice President, Investor Relations (281) 885-7589 Patterson-UTI Energy Reports Financial Results for the Quarter Ended June 30, 2025 HOUSTON, Texas – July 23, 2025 – PATTERSON-UTI ENERGY, INC. (NASDAQ: PTEN) today reported financial results for the quarter ended June 30, 2025. Second Quarter 2025 Financial Results and Other Key Items •Total revenue of $1.2 bil |
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| June 5, 2025 |
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): June 5, 2025 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation) (Commission F |
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| June 2, 2025 |
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): June 2, 2025 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation) (Commission F |
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| June 2, 2025 |
pteninvestorxpresentati Investor Presentation June 2025 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. |
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| May 20, 2025 |
Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form Exhibit 1.01 Patterson-UTI Energy, Inc. Conflict Minerals Report For the Year Ended December 31, 2024 This Conflict Minerals Report (the “Report”) for the reporting period ended December 31, 2024 is presented by Patterson-UTI Energy, Inc. and its consolidated subsidiaries (“we”, “us” or the “Company”) to comply with Rule 13p-1 and Form SD promulgated under the Securities Exchange Act of 1934, as a |
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| May 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Patterson-UTI Energy, Inc. (Exact name of the registrant as specified in its charter) Delaware 1-39270 75-2504748 (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) 10713 W. Sam Houston Pkwy N, Suite 800, Houston, Texas |
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| April 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-39270 Patterson-UTI Energy, I |
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| April 24, 2025 |
Exhibit 99.1 Contact: Michael Sabella Vice President, Investor Relations (281) 885-7589 Patterson-UTI Energy Reports Financial Results for the Quarter Ended March 31, 2025 HOUSTON, Texas – April 23, 2025 – PATTERSON-UTI ENERGY, INC. (NASDAQ: PTEN) today reported financial results for the quarter ended March 31, 2025. First Quarter 2025 Financial Results •Total revenue of $1.3 billion •Net income a |
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| April 24, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events 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): April 23, 2025 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation) (Commission |
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| April 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| April 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| April 3, 2025 |
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): April 3, 2025 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation) (Commission |
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| February 11, 2025 |
Exhibit 10.34 AMENDMENT NO. 1 TO REIMBURSEMENT AGREEMENT AMENDMENT NO. 1, dated as of October 16, 2024 (this “Amendment”), to the Reimbursement Agreement, dated as of March 16, 2015 (as amended, restated, supplemented, or otherwise modified, the “Reimbursement Agreement”), between Patterson-UTI Energy, Inc. (the “Applicant”) and The Bank of Nova Scotia (the “Bank”). Capitalized terms used and not |
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| February 11, 2025 |
Form of Non-Employee Director Restricted Stock Unit Award Agreement. Exhibit 10.8 NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT PATTERSON-UTI ENERGY, INC. 2021 LONG-TERM INCENTIVE PLAN THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is between Patterson-UTI Energy, Inc., a Delaware corporation (the “Company”), and (the “Recipient”) effective as of the day of , 20 (the “Grant Date”), pursuant to the Patterson-UTI Energy, Inc. 2021 Long-Ter |
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| February 11, 2025 |
Subsidiaries of the Registrant.+ Exhibit 21.1 Subsidiaries of the Registrant Entity State/Country Ambar Lone Star Fluid Services LLC Texas Black Gold Oilfield Services Ecuador BEP Ulterra Holdings, Inc. Delaware BEP Ulterra Intermediate Holdings, Inc. Delaware Current Power Solutions, Inc. Texas Drilling Technologies 1 LLC Delaware Drilling Technologies 2 LLC Delaware ESP Completion Technologies, LLC Texas ESP Completion Technolo |
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| February 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-39270 |
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| February 11, 2025 |
Insider Trading Compliance Memorandum.+ Exhibit 19.2 INSIDER TRADING COMPLIANCE MEMORANDUM MEMORANDUM FOR: All directors and executive officers of Patterson-UTI Energy, Inc. and other designated officers and employees of Patterson-UTI Energy, Inc. and its subsidiaries FROM: Patterson-UTI Energy, Inc. Legal Department Federal insider trading laws and regulations generally prohibit any director, officer or employee of Patterson-UTI Energy |
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| February 11, 2025 |
Insider Trading Compliance Policy.+ Exhibit 19.1 INSIDER TRADING COMPLIANCE POLICY 1Introduction In the course of business, you may learn confidential information concerning Patterson-UTI Energy, Inc. (together with its subsidiaries, the “Company”) or other publicly traded companies with which the Company does business. Federal and state laws prohibit buying, selling or making other transfers of securities by persons who are aware o |
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| February 6, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events 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): February 5, 2025 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation) (Commissi |
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| February 6, 2025 |
Exhibit 99.1 Contact: Michael Sabella Vice President, Investor Relations (281) 885-7589 Patterson-UTI Energy Reports Financial Results for the Quarter Ended December 31, 2024 HOUSTON, Texas – February 5, 2025 – PATTERSON-UTI ENERGY, INC. (NASDAQ: PTEN) today reported financial results for the quarter ended December 31, 2024. Fourth Quarter 2024 Financial Results •Total revenue of $1.2 billion •Net |
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| February 3, 2025 |
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): January 31, 2025 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation) (Commissi |
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| February 3, 2025 |
Exhibit 10.1 Execution Version SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of January 31, 2025 Among PATTERSON-UTI ENERGY, INC., as the Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION as the Administrative Agent, an L/C Issuer, Swing Line Lender and a Lender, and The Other Lenders and L/C Issuers Party Hereto THE BANK OF NOVA SCOTIA as Syndication Agent, and WELLS FARGO SECURITIES, LLC |
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| January 7, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): January 6, 2025 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation) (Commissio |
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| January 7, 2025 |
Investor Presentation January 2025 2 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. |
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| October 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-39270 Patterson-UTI Energ |
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| October 24, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events 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 23, 2024 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation) (Commissi |
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| October 24, 2024 |
Exhibit 99.1 Contact: Michael Sabella Vice President, Investor Relations (281) 885-7589 Patterson-UTI Energy Reports Financial Results for the Quarter Ended September 30, 2024 HOUSTON, Texas – October 23, 2024 – PATTERSON-UTI ENERGY, INC. (NASDAQ: PTEN) today reported financial results for the quarter ended September 30, 2024. Third Quarter 2024 Financial Results •Total revenue of $1.4 billion •Ne |
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| September 30, 2024 |
Financial Statements and Exhibits, Other Events 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 30, 2024 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation) (Commis |
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| September 30, 2024 |
Patterson-UTI and ADNOC Drilling Sign Agreements to Formalize the Previously Announced Joint Venture in the UAE HOUSTON – September 30, 2024 – PATTERSON-UTI ENERGY, INC. |
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| September 3, 2024 |
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): August 27, 2024 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation) (Commissio |
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| September 3, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 3, 2024 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation) (Commiss |
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| September 3, 2024 |
Investor Presentation September 2024 2 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. |
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| September 3, 2024 |
Exhibit 10.1 EXECUTION VERSION August 27, 2024 James “Mike” Holcomb Patterson-UTI Energy, Inc. 10713 W. Sam Houston Parkway North, Suite 800 Houston, Texas 77064 Dear Mike, This letter agreement (this “Agreement”) outlines the terms and conditions of the anticipated transition of your roles with Patterson-UTI Energy, Inc., a Delaware corporation (the “Company”), including certain compensation oppo |
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| July 29, 2024 |
Patterson-UTI Energy, Inc. Qualified Retiree Program Exhibit 10.3 Patterson-UTI Energy, Inc. Qualified Retiree Program I.Objective: The Patterson-UTI Energy, Inc. Qualified Retiree Program (this “Program”) has been established by the Compensation Committee (the “Committee”) of the Board of Directors of Patterson-UTI, Energy Inc. (the “Company”) to facilitate a smooth process for retiring employees of the Company and its direct and indirect subsidiar |
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| July 29, 2024 |
Exhibit 10.2 PATTERSON-UTI ENERGY, INC. 2021 LONG-TERM INCENTIVE PLAN SHARE-SETTLED PERFORMANCE SHARE AWARD AGREEMENT [ ] 1.PERFORMANCE SHARE AWARD. Patterson-UTI Energy, Inc., a Delaware corporation (the “Company”), pursuant to the Patterson-UTI Energy, Inc. 2021 Long-Term Incentive Plan, as amended from time to time (the “Plan”), hereby awards to [ ] (the “Grantee”), effective as of the Date of |
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| July 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-39270 Patterson-UTI Energy, In |
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| July 25, 2024 |
Exhibit 99.1 Contact: Michael Sabella Vice President, Investor Relations (281) 885-7589 Patterson-UTI Energy Reports Financial Results for the Quarter Ended June 30, 2024 HOUSTON, Texas – July 24, 2024 – PATTERSON-UTI ENERGY, INC. (NASDAQ: PTEN) today reported financial results for the quarter ended June 30, 2024. Second Quarter 2024 Financial Results •Total revenue of $1.3 billion •Net income att |
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| July 25, 2024 |
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): July 24, 2024 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation) (Commission |
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| June 6, 2024 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT to the RESTATED CERTIFICATE OF INCORPORATION OF PATTERSON-UTI ENERGY, INC. Patterson-UTI Energy, Inc., a Delaware corporation (the “Corporation”), does hereby certify: FIRST: The name of the Corporation is PATTERSON-UTI ENERGY, INC. SECOND: The following amendment to the Restated Certificate of Incorporation was duly adopted by a vote of the stockholders suffic |
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| June 6, 2024 |
As filed with the Securities and Exchange Commission on June 6, 2024 As filed with the Securities and Exchange Commission on June 6, 2024 Registration No. |
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| June 6, 2024 |
Exhibit 99.1 PATTERSON-UTI ENERGY, INC. 2021 LONG-TERM INCENTIVE PLAN (as amended through June 6, 2024) Patterson-UTI Energy, Inc. (the “Company”), a Delaware corporation, hereby establishes and adopts the following 2021 Long-Term Incentive Plan (as amended from time to time, the “Plan”) effective as of April 9, 2021 (the “Effective Date”), as amended effective June 8, 2023, September 1, 2023, and |
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| June 6, 2024 |
Exhibit 4.1 RESTATED CERTIFICATE OF INCORPORATION OF PATTERSON-UTI ENERGY, INC. (Originally incorporated on October 14, 1993 under the name Patterson Energy, Inc.) FIRST: The name of the Corporation is Patterson-UTI Energy, Inc. SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of N |
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| June 6, 2024 |
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): June 6, 2024 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation) (Commission F |
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| June 6, 2024 |
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 (1) Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par |
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| May 30, 2024 |
Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form Exhibit 1.01 Patterson-UTI Energy, Inc. Conflict Minerals Report For the Year Ended December 31, 2023 This Conflict Minerals Report (the “Report”) for the reporting period ended December 31, 2023 is presented by Patterson-UTI Energy, Inc. and its consolidated subsidiaries (“we”, “us” or the “Company”) to comply with Rule 13p-1 and Form SD promulgated under the Securities Exchange Act of 1934, as a |
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| May 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Patterson-UTI Energy, Inc. (Exact name of the registrant as specified in its charter) Delaware 1-39270 75-2504748 (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) 10713 W. Sam Houston Pkwy N, Suite 800, Houston, Texas |
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| May 13, 2024 |
Patterson-UTI Signs Term Sheet to Partner with ADNOC Drilling in the UAE Exhibit 99.1 Patterson-UTI Signs Term Sheet to Partner with ADNOC Drilling in the UAE HOUSTON – May 13, 2024 – PATTERSON-UTI ENERGY, INC. (NASDAQ: PTEN) (“Patterson-UTI” or “the Company”) today announced that its subsidiary, Patterson-UTI International Holdings, Inc., has signed a non-binding term sheet with ADNOC Drilling, the largest national drilling contractor in the Middle East and the sole p |
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| May 13, 2024 |
Financial Statements and Exhibits, Other Events 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): May 13, 2024 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation ) (Commission |
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| May 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-39270 Patte |
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| May 6, 2024 |
Execution Version COMMITMENT INCREASE AGREEMENT This COMMITMENT INCREASE AGREEMENT (“Agreement”) dated as of April 5, 2024 (“Effective Date”), is by and among Patterson-UTI Energy, Inc. |
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| May 2, 2024 |
Exhibit 99.1 Contact: Michael Sabella Vice President, Investor Relations (281) 885-7589 Patterson-UTI Energy Reports Financial Results for the Quarter Ended March 31, 2024 HOUSTON, Texas – May 1, 2024 – PATTERSON-UTI ENERGY, INC. (NASDAQ: PTEN) today reported financial results for the quarter ended March 31, 2024. First Quarter 2024 Financial Results and Other Key Items •Total revenue of $1.5 bill |
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| May 2, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events 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): May 1, 2024 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| April 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| April 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| February 27, 2024 |
Exhibit 10.23 September 1, 2023 Re: Notice of Adjustment of NexTier Equity Awards in Connection with Merger Dear Equity Award Holder: In connection with the closing of the merger (the “Merger”) of NexTier Oilfield Solutions Inc. (“NexTier”) with and into certain wholly-owned subsidiaries of Patterson-UTI Energy, Inc. (“Patterson-UTI”) on September 1, 2023 (the “Closing Date”), and in accordance wi |
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| February 27, 2024 |
Patterson-UTI Energy, Inc. Clawback Policy.+ Exhibit 97 Patterson-UTI Energy, Inc. CLAWBACK POLICY Recoupment of Incentive-Based Compensation It is the policy of Patterson-UTI Energy, Inc. (the “Company”) that, in the event the Company is required to prepare an accounting restatement of the Company’s financial statements due to the Company’s material non-compliance with any financial reporting requirement under the federal securities laws (i |
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| February 27, 2024 |
Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 Exhibit 4.1 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 As of February 21, 2024, Patterson-UTI Energy, Inc., a Delaware corporation (“Patterson-UTI”), had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: common stock, par value $0.01 per share (“common stock” or “shares”). The following su |
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| February 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-39270 Patterson-UTI Ene |
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| February 27, 2024 |
Subsidiaries of the Registrant.+ Exhibit 21.1 Subsidiaries of the Registrant Entity State/Country Ambar Lone Star Fluid Services LLC Texas Black Gold Oilfield Services Ecuador BEP Ulterra Holdings, Inc. Delaware BEP Ulterra Intermediate Holdings, Inc. Delaware Current Power Solutions, Inc. Texas Drilling Technologies 1 LLC Delaware Drilling Technologies 2 LLC Delaware ESP Completion Technologies, LLC Texas ESP Completion Technolo |
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| February 23, 2024 |
As filed with the Securities and Exchange Commission on February 23, 2024 As filed with the Securities and Exchange Commission on February 23, 2024 Registration Nos. |
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| February 23, 2024 |
As filed with the Securities and Exchange Commission on February 23, 2024 As filed with the Securities and Exchange Commission on February 23, 2024 Registration Nos. |
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| February 23, 2024 |
As filed with the Securities and Exchange Commission on February 23, 2024 As filed with the Securities and Exchange Commission on February 23, 2024 Registration Nos. |
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| February 15, 2024 |
Exhibit 99.1 Contact: Michael Sabella Vice President, Investor Relations (281) 885-7589 Patterson-UTI Energy Reports Financial Results for the Quarter Ended December 31, 2023 HOUSTON, Texas – February 14, 2024 – PATTERSON-UTI ENERGY, INC. (NASDAQ: PTEN) today reported financial results for the quarter ended December 31, 2023. Fourth Quarter 2023 Financial Results and Other Key Items • Total revenu |
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| February 15, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events 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): February 14, 2024 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation) (Commiss |
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| February 14, 2024 |
EX-99.B 3 d748772dex99b.htm EX-99.B EXHIBIT B Powers of Attorney for Macquarie Group Limited incorporated by reference to 13G filings made by Macquarie Group Limited on June 7, 2023. Page 13 of 13 |
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| February 14, 2024 |
PTEN / Patterson-UTI Energy, Inc. / MACQUARIE GROUP LTD - SC 13G/A Passive Investment SC 13G/A 1 d748772dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Patterson-UTI Energy Inc (Name of Issuer) Common Shares (Title of Class of Securities) 703481101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to |
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| February 14, 2024 |
EX-99.A 2 d748772dex99a.htm EX-99.A EXHIBIT A AGREEMENT TO FILE JOINT ACQUISITION STATEMENTS AGREEMENT made this [7th] day of FEBRUARY, 2024 by and between Delaware Funds by Macquarie,® Optimum Fund Trust and Macquarie ETF Trust listed on Annex A hereto, Macquarie Investment Management Business Trust, Macquarie Management Holdings, Inc, and the Macquarie Parties listed on Annex B hereto (collectiv |
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| February 13, 2024 |
PTEN / Patterson-UTI Energy, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv01662-pattersonutienergyin.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: Patterson-UTI Energy Inc Title of Class of Securities: Common Stock CUSIP Number: 703481101 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box |
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| February 9, 2024 |
PTEN / Patterson-UTI Energy, Inc. / BEP Diamond Topco L.P. - SC 13G/A Passive Investment SC 13G/A 1 d767089dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Patterson-UTI Energy, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 703481101 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to |
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| January 3, 2024 |
January 3, 2024 Investor Presentation January 3, 2024 Investor Presentation Forward Looking Statements & Disclosures 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. |
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| January 3, 2024 |
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): January 3, 2024 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation ) (Commissi |
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| December 6, 2023 |
December 6, 2023 Investor Presentation December 6, 2023 Investor Presentation Forward Looking Statements & Disclosures 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. |
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| December 6, 2023 |
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): December 6, 2023 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation ) (Commiss |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-39270 Patterson-UTI Energ |
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| November 8, 2023 |
Exhibit 99.1 Contact: Michael Sabella Vice President, Investor Relations (346) 242-0519 Patterson-UTI Energy Reports Financial Results for the Quarter Ended September 30, 2023 HOUSTON, Texas – November 7, 2023 – PATTERSON-UTI ENERGY, INC. (NASDAQ: PTEN) today reported financial results for the quarter ended September 30, 2023. Reported financial results for the quarter ended September 30, 2023 inc |
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| November 8, 2023 |
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): November 7, 2023 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation) (Commissi |
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| November 8, 2023 |
Exhibit 99.2 PATTERSON-UTI ENERGY, INC. Non-GAAP Financial Measures Recast Adjusted Gross Margin (unaudited, dollars in thousands) Three Months Ended June 30, March 31, December 31, September 30, June 30, March 31, 2023 2023 2022 2022 2022 2022 Drilling Services Revenues $ 489,659 $ 477,727 $ 461,491 $ 418,025 $ 363,034 $ 302,270 Less direct operating costs (281,573 ) (281,261 ) (284,587 ) (279,23 |
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| September 13, 2023 |
$400,000,000 7.15% Senior Notes due 2033 Table of Contents Pursuant to Rule 424(b)(5) Registration No. 333-274345 PROSPECTUS SUPPLEMENT (To Prospectus Dated September 5, 2023) $400,000,000 7.15% Senior Notes due 2033 Patterson-UTI Energy, Inc. is offering $400,000,000 in aggregate principal amount of its 7.15% Senior Notes due 2033 (the “Notes”). The notes will bear interest at an annual rate of 7.15%. We will pay interest on the Notes s |
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| September 13, 2023 |
Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) PATTERSON-UTI ENERGY, INC. |
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| September 13, 2023 |
Exhibit 4.1 Execution Version PATTERSON-UTI ENERGY, INC. as Issuer and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee Second Supplemental Indenture Dated as of September 13, 2023 to the Indenture Dated as of November 15, 2019 7.15% Senior Notes due 2033 TABLE OF CONTENTS Page ARTICLE I SUPPLEMENT OF THE ORIGINAL INDENTURE 1 SECTION 1.01 Supplement to Article I of the Original Indenture 1 |
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| September 13, 2023 |
Exhibit 1.1 Execution Version PATTERSON-UTI ENERGY, INC. $400,000,000 7.15% Senior Notes due 2033 Underwriting Agreement September 11, 2023 Wells Fargo Securities, LLC U.S. Bancorp Investments, Inc. Goldman Sachs & Co. LLC As representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto, c/o Wells Fargo Securities, LLC 550 South Tryon Street, 5th Floor Charlotte, N |
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| September 13, 2023 |
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 11, 2023 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation ) (Commi |
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| September 11, 2023 |
SUBJECT TO COMPLETION, DATED SEPTEMBER 11, 2023 Table of Contents Pursuant to Rule 424(b)(2) Registration No. 333-274345 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying base prospectus are not an offer to sell nor are we soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMP |
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| September 11, 2023 |
Pricing Term Sheet $400,000,000 7.15% Senior Notes due 2033 Filed Pursuant to Rule 433 Dated September 11, 2023 Registration No. 333-274345 Pricing Term Sheet $400,000,000 7.15% Senior Notes due 2033 The information in this pricing term sheet supplements Patterson-UTI Energy, Inc.’s preliminary prospectus supplement, dated September 11, 2023 (the “Preliminary Prospectus Supplement”), and supersedes the information in the Preliminary Prospectus Supplement t |
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| September 5, 2023 |
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, 2023 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation ) (Commis |
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| September 5, 2023 |
Exhibit 99.4 BEP Diamond Topco L.P. (Parent Company of Ulterra Holdings, Inc. and Ulterra Drilling Technologies, L.P.) Condensed Consolidated Financial Statements As of and for the Six Months Ended June 30, 2023 BEP Diamond Topco L.P. (Parent Company of Ulterra Holdings, Inc. and Ulterra Drilling Technologies L.P.) Contents Condensed Consolidated Financial Statements Condensed Consolidated Balance |
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| September 5, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) PATTERSON-UTI ENERGY, INC. |
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| September 5, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) PATTERSON-UTI ENERGY, INC. |
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| September 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2023 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incor |
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| September 5, 2023 |
As filed with the Securities and Exchange Commission on September 5, 2023 Table of Contents As filed with the Securities and Exchange Commission on September 5, 2023 Registration No. |
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| September 5, 2023 |
Patterson-UTI Energy, Inc. Barclays CEO Energy-Power Conference September 5-7, 2023 Patterson-UTI Energy, Inc. Barclays CEO Energy-Power Conference September 5-7, 2023 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, expec |
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| September 5, 2023 |
Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E |
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| September 5, 2023 |
34,900,000 Shares Patterson-UTI Energy, Inc. Common Stock Table of Contents Filed pursuant to Rule 424(b)(7) Registration No. 333-274345 PROSPECTUS SUPPLEMENT 34,900,000 Shares Patterson-UTI Energy, Inc. Common Stock This prospectus supplement relates to the offer and sale of up to an aggregate of 34,900,000 shares of our common stock, $0.01 par value (our “common stock”), by the selling stockholder named herein in one or more offerings. We are not selli |
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| September 5, 2023 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Exhibit 99.5 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS On September 1, 2023, Patterson-UTI Energy, Inc., a Delaware corporation (“Patterson-UTI”), and NexTier Oilfield Solutions Inc., a Delaware corporation (“NexTier”), consummated the transactions contemplated by the Agreement and Plan of Merger, dated as of June 14, 2023 (as amended, the “NexTier merger agreement”), among Patte |
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| September 5, 2023 |
Financial Statements and Exhibits, Other Events 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, 2023 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation ) (Commis |
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| September 1, 2023 |
EX-3.2 Exhibit 3.2 CERTIFICATE OF AMENDMENT to the RESTATED CERTIFICATE OF INCORPORATION OF PATTERSON-UTI ENERGY, INC. Patterson-UTI Energy, Inc., a Delaware corporation (the “Corporation”), does hereby certify: FIRST: The name of the Corporation is PATTERSON-UTI ENERGY, INC. SECOND: The following amendment to the Restated Certificate of Incorporation was duly adopted by a vote of the stockholders |
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| September 1, 2023 |
Exhibit 3.1 PATTERSON-UTI ENERGY, INC. CERTIFICATE OF ELIMINATION OF THE SERIES A JUNIOR PARTICIPATING PREFERRED STOCK Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware Patterson-UTI Energy, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Company”), does hereby certify as follows: 1. Pursuant to Section 15 |
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| September 1, 2023 |
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): August 29, 2023 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation ) (Commissi |
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| September 1, 2023 |
Exhibit 10.7 August 30, 2023 James “Mike” Holcomb Patterson-UTI Energy, Inc. 10713 W. Sam Houston Parkway North, Suite 800 Houston, Texas 77064 Dear Mike, In connection with the anticipated closing of the acquisition of NexTier Oilfield Solutions Inc. by Patterson-UTI Energy, Inc. (the “Company”) on September 1, 2023 (the “Closing Date” and such acquisition the “Business Combination”), this letter |
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| September 1, 2023 |
EX-10.5 Exhibit 10.5 AMENDMENT TO THE PATTERSON-UTI ENERGY, INC. 2021 LONG-TERM INCENTIVE PLAN (AS AMENDED EFFECTIVE AS OF JUNE 8, 2023) WHEREAS, Patterson-UTI Energy, Inc. a Delaware corporation (the “Company”) maintains the Patterson-UTI Energy, Inc. 2021 Long-Term Incentive Plan (as amended from time to time, the “Plan”); WHEREAS, on September 1, 2023, the Company acquired NexTier Oilfield Solu |
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| September 1, 2023 |
Exhibit 10.4 NEXTIER OILFIELD SOLUTIONS INC. (FORMER C&J ENERGY) MANAGEMENT INCENTIVE PLAN (As amended and restated September 1, 2023) 1. Purpose. The purpose of the Plan is to assist the Company to attract, retain, incentivize and motivate officers and employees of, consultants to, and non-employee directors providing services to, the Company or its Subsidiaries and to promote the success of the |
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| September 1, 2023 |
Patterson-UTI Energy and NexTier Oilfield Solutions Complete Merger EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Patterson-UTI Energy and NexTier Oilfield Solutions Complete Merger HOUSTON – September 1, 2023 – Patterson-UTI Energy, Inc. (NASDAQ: PTEN) (“Patterson-UTI”) today announced the completion of its previously announced all-stock merger with NexTier Oilfield Solutions Inc. (“NexTier”), creating a leading provider of drilling and completions services in the U |
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| September 1, 2023 |
Exhibit 10.2 Execution Version AMENDMENT NO. 4 TO AMENDED AND RESTATED CREDIT AGREEMENT This AMENDMENT NO. 4 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of August 29, 2023 (“Effective Date”), is by and among Patterson-UTI Energy, Inc., a Delaware corporation (“Borrower”), the Lenders (as defined below) party hereto, the L/C Issuers (as defined below) party hereto, and Wel |
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| September 1, 2023 |
EX-3.3 Exhibit 3.3 RESTATED CERTIFICATE OF INCORPORATION OF PATTERSON-UTI ENERGY, INC. (Originally incorporated on October 14, 1993 under the name Patterson Energy, Inc.) FIRST: The name of the Corporation is Patterson-UTI Energy, Inc. SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, Coun |
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| September 1, 2023 |
As filed with the Securities and Exchange Commission on September 1, 2023 As filed with the Securities and Exchange Commission on September 1, 2023 Registration No. |
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| September 1, 2023 |
Exhibit 10.1 Execution Version TERM LOAN AGREEMENT Dated as of August 29, 2023 Among PATTERSON-UTI ENERGY, INC., as the Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION as the Administrative Agent and a Lender, and The Other Lenders Party Hereto WELLS FARGO SECURITIES, LLC, as Lead Arranger and Sole Bookrunner TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND ACCOUNTING TERMS 1 1.01 Defined Terms 1 |
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| September 1, 2023 |
Exhibit 10.6 SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS This Separation Agreement and General Release of Claims (this “Agreement”) is entered into between NexTier Oilfield Solutions Inc. f/k/a Keane Group, Inc. (“Employer”) and Robert Drummond (“Employee,” together with Employer, the “Parties”). Capitalized terms used herein that are not otherwise defined have the meanings assigned to them |
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| September 1, 2023 |
Exhibit 10.3 NexTier Oilfield Solutions Inc. Equity and Incentive Award Plan (As amended and restated September 1, 2023) The purpose of the NexTier Oilfield Solutions Inc. Equity and Incentive Award Plan (the “Plan”) is to promote the success and enhance the value of the Company by linking the personal interests of the members of the Board, Employees, and Consultants to those of the Company’s stoc |
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| 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 Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par |
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| August 30, 2023 |
Shareholders of Patterson-UTI Energy and NexTier Oilfield Solutions Approve Merger of Equals Filed by Patterson-UTI Energy, Inc. pursuant to Rule 425 under the Securities Act of 1933 Subject Company: NexTier Oilfield Solutions Inc. Commission File No. 1-37988 The following joint press release was issued by Patterson-UTI and NexTier on August 30, 2023: Shareholders of Patterson-UTI Energy and NexTier Oilfield Solutions Approve Merger of Equals HOUSTON, August 30, 2023— Patterson-UTI Energy |
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| August 18, 2023 |
PTEN / Patterson-UTI Energy Inc / BEP Diamond Topco L.P. - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Patterson-UTI Energy, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 703481101 (CUSIP Number) August 14, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi |
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| August 18, 2023 |
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): August 18, 2023 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation) (Commissio |
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| August 18, 2023 |
EX-99.1 2 d519181dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereu |
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| August 14, 2023 |
Patterson-UTI Energy Completes Acquisition of Ulterra Drilling Technologies Exhibit 99.1 Contact: Mike Drickamer Patterson-UTI Vice President, Investor Relations (281) 765-7170 Patterson-UTI Energy Completes Acquisition of Ulterra Drilling Technologies HOUSTON – August 14, 2023 – Patterson-UTI Energy, Inc. (NASDAQ: PTEN) (“Patterson-UTI”), a leading provider of drilling and completions services in the United States, today announced it has completed the acquisition of Ulte |
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| August 14, 2023 |
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): August 14, 2023 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation ) (Commissi |
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| August 14, 2023 |
Patterson-UTI Energy, Inc. Piper Sandler & Co. Meetings with Investors August 14-16, 2023 Patterson-UTI Energy, Inc. Piper Sandler & Co. Meetings with Investors August 14-16, 2023 Cautionary Statement Regarding Forward-Looking Statements This presentation and any oral statements made in connection with this presentation include forward-looking statements which are protected as forward-looking statements under the Private Securities Litigation Reform Act of 1995 that are not limited to |
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| August 14, 2023 |
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): August 14, 2023 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation ) (Commissi |
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| August 8, 2023 |
Filed by Patterson-UTI Energy, Inc. pursuant to Rule 425 under the Securities Act of 1933 Subject Company: NexTier Oilfield Solutions Inc. Commission File No. 1-37988 The following email was sent to all Patterson-UTI employees on August 8, 2023: The integration teams have had a busy week of activities working through the elements of our integration with NexTier, and we would like to share the belo |
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| August 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-39270 Patterson-UTI Energy, In |
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| July 31, 2023 |
JOINT PROXY STATEMENT/PROSPECTUS MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-273295 JOINT PROXY STATEMENT/PROSPECTUS MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT On behalf of the boards of directors of Patterson-UTI Energy, Inc. (“Patterson-UTI”) and NexTier Oilfield Solutions Inc. (“NexTier”), we are pleased to enclose the accompanying joint proxy statement/prospectus relating to the business com |
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| July 28, 2023 |
As filed with the Securities and Exchange Commission on July 28, 2023 S-4/A Table of Contents As filed with the Securities and Exchange Commission on July 28, 2023 Registration No. |
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| July 28, 2023 |
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): July 27, 2023 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation ) (Commission |
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| July 28, 2023 |
Form of Proxy Card for Special Meeting of NexTier Oilfield Solutions Inc. YOUR VOTE IS IMPORTANT! PLEASE VOTE BY: Nextier Oilfield Solutions Inc. Special Meeting of Stockholders For Stockholders of record as of July 28, 2023 DATE: Wednesday, August 30, 2023 TIME: 10:00 AM, Central Daylight Time PLACE: NexTier’s Corporate Headquarters 3990 Rogerdale Road, Houston, Texas 77042 This proxy is being solicited on behalf of the Board of Directors The undersigned hereby appoint |
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| July 28, 2023 |
Consent of James Stewart to be named as a director upon completion of the mergers. Exhibit 99.9 CONSENT The undersigned hereby consents to being named in this joint proxy statement/prospectus included in the Registration Statement on Form S-4 filed by Patterson-UTI Energy, Inc. (including any amendments to such Registration Statement) in connection with the Agreement and Plan of Merger, dated as of June 14, 2023, and amended as of July 27, 2023, by and among Patterson-UTI Energy |
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| July 28, 2023 |
Consent of Leslie Beyer to be named as a director upon completion of the mergers. Exhibit 99.8 CONSENT The undersigned hereby consents to being named in this joint proxy statement/prospectus included in the Registration Statement on Form S-4 filed by Patterson-UTI Energy, Inc. (including any amendments to such Registration Statement) in connection with the Agreement and Plan of Merger, dated as of June 14, 2023, and amended as of July 27, 2023, by and among Patterson-UTI Energy |
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| July 28, 2023 |
Exhibit 2.1 Execution Version FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of July 27, 2023, is made and entered into by and between Patterson-UTI Energy, Inc., a Delaware corporation (“Parent”), and NexTier Oilfield Solutions Inc., a Delaware corporation (the “Company”). Each of Parent and the Company are referre |
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| July 28, 2023 |
Form of Proxy Card for Special Meeting of Patterson-UTI Energy, Inc. EX-99.1 PATTERSON-UTI ENERGY, INC. 10713 W. SAM HOUSTON PARKWAY NORTH SUITE 800 HOUSTON, TX 77064 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on August 29, 2023. Follow the instructions to obtain your records and to cr |
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| July 28, 2023 |
Consent of Gary Halverson to be named as a director upon completion of the mergers. Exhibit 99.6 CONSENT The undersigned hereby consents to being named in this joint proxy statement/prospectus included in the Registration Statement on Form S-4 filed by Patterson-UTI Energy, Inc. (including any amendments to such Registration Statement) in connection with the Agreement and Plan of Merger, dated as of June 14, 2023, and amended as of July 27, 2023, by and among Patterson-UTI Energy |
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| July 28, 2023 |
Consent of Moelis & Company LLC. Exhibit 99.4 CONSENT OF MOELIS & COMPANY LLC July 28, 2023 Board of Directors NexTier Oilfield Solutions Inc. 3990 Rogerdale Rd. Houston, Texas 77042 Members of the Board: We hereby consent to the inclusion of our opinion letter, dated June 14, 2023, to the Board of Directors of NexTier Oilfield Solutions Inc. (“NexTier”) as Annex C to, and to the references thereto under the headings “Summary—Opi |
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| July 28, 2023 |
EX-2.1 Exhibit 2.1 Execution Version FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of July 27, 2023, is made and entered into by and between Patterson-UTI Energy, Inc., a Delaware corporation (“Parent”), and NexTier Oilfield Solutions Inc., a Delaware corporation (the “Company”). Each of Parent and the Company are |
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| July 28, 2023 |
425 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): July 27, 2023 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation ) (Commis |
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| July 28, 2023 |
Consent of Goldman Sachs & Co. LLC. EX-99.3 Exhibit 99.3 July 28, 2023 Board of Directors Patterson-UTI Energy, Inc. 10713 W. Sam Houston Pkwy N, Suite 800 Houston, TX 77064 Re: Amendment No. 1 to Registration Statement on Form S-4 of Patterson-UTI Energy, Inc. (File No. 333-273295), filed July 28, 2023 (the “Registration Statement”) Ladies and Gentlemen: Reference is made to our opinion letter, dated June 14, 2023 (“Opinion Letter” |
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| July 28, 2023 |
Consent of Amy Nelson to be named as a director upon completion of the mergers. EX-99.7 Exhibit 99.7 CONSENT The undersigned hereby consents to being named in this joint proxy statement/prospectus included in the Registration Statement on Form S-4 filed by Patterson-UTI Energy, Inc. (including any amendments to such Registration Statement) in connection with the Agreement and Plan of Merger, dated as of June 14, 2023, and amended as of July 27, 2023, by and among Patterson-UT |
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| July 28, 2023 |
EX-99.1 Exhibit 99.1 Patterson-UTI and NexTier Oilfield Solutions Announce Expiration of Hart-Scott Rodino Waiting Period for Pending Merger HOUSTON, July 28, 2023 / — Patterson-UTI Energy, Inc. (NASDAQ: PTEN) (“Patterson-UTI”) and NexTier Oilfield Solutions Inc. (NYSE: NEX) (“NexTier”) today announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1 |
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| July 28, 2023 |
PATTERSON-UTI ENERGY, INC. 10713 W. Sam Houston Pkwy N., Suite 800 Houston, TX 77064 PATTERSON-UTI ENERGY, INC. 10713 W. Sam Houston Pkwy N., Suite 800 Houston, TX 77064 July 28, 2023 VIA EDGAR Anuja A. Majmudar Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D.C. 20549-3561 Re: Patterson-UTI Energy, Inc. Registration Statement on Form S-4, as amended File No. 333-273295 Dear Ms. Majmudar: Pursuant t |
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| July 28, 2023 |
Exhibit 99.1 Patterson-UTI and NexTier Oilfield Solutions Announce Expiration of Hart-Scott Rodino Waiting Period for Pending Merger HOUSTON, July 28, 2023 / — Patterson-UTI Energy, Inc. (NASDAQ: PTEN) (“Patterson-UTI”) and NexTier Oilfield Solutions Inc. (NYSE: NEX) (“NexTier”) today announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the |
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| July 27, 2023 |
Filed by Patterson-UTI Energy, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: NexTier Oilfield Solutions Inc. Commission File No. 1-37988 The following email was sent to all Patterson-UTI employees on July 27, 2023: It has been a little more than a month since we announced the pending me |
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| July 27, 2023 |
Filed by Patterson-UTI Energy, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: NexTier Oilfield Solutions Inc. Commission File No. 1-37988 The following are excerpts from the transcript of Patterson-UTI’s conference call on July 27, 2023 regarding Patterson-UTI’s second quarter 2023 earni |
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| July 26, 2023 |
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): July 26, 2023 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation) (Commission |
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| July 26, 2023 |
Patterson-UTI Energy Reports Financial Results for the Quarter Ended June 30, 2023 Exhibit 99.1 Contact: Mike Drickamer Vice President, Investor Relations (281) 765-7170 Patterson-UTI Energy Reports Financial Results for the Quarter Ended June 30, 2023 HOUSTON, Texas – July 26, 2023 – PATTERSON-UTI ENERGY, INC. (NASDAQ: PTEN) today reported financial results for the quarter ended June 30, 2023. The Company reported net income of $84.6 million, or $0.40 per share, for the second |
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| July 25, 2023 |
425 Filed by Patterson-UTI Energy, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: NexTier Oilfield Solutions Inc. Commission File No. 1-37988 The following is a transcript of a video which was distributed to employees of NexTier Oilfield Solutions Inc. on July 25, 2023: Robert Drummond: |
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| July 17, 2023 |
EX-99.2 Exhibit 99.2 BEP Diamond Topco L.P. (Parent Company of Ulterra Holdings, Inc. and Ulterra Drilling Technologies, L.P.) Condensed Consolidated Financial Statements As of March 31, 2023 and for the Three Months Ended March 31, 2023 BEP Diamond Topco L.P. (Parent Company of Ulterra Holdings, Inc. and Ulterra Drilling Technologies L.P.) Contents Condensed Consolidated Financial Statements Cond |
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| July 17, 2023 |
Consent of Moelis & Company LLC. EX-99.4 Exhibit 99.4 CONSENT OF MOELIS & COMPANY LLC July 17, 2023 Board of Directors NexTier Oilfield Solutions Inc. 3990 Rogerdale Rd. Houston, Texas 77042 Members of the Board: We hereby consent to the inclusion of our opinion letter, dated June 14, 2023, to the Board of Directors of NexTier Oilfield Solutions Inc. (“NexTier”) as Annex C to, and to the references thereto under the headings “Sum |
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| July 17, 2023 |
EX-10.2 Exhibit 10.2 SUPPORT AGREEMENT AND IRREVOCABLE PROXY This SUPPORT AGREEMENT AND IRREVOCABLE PROXY (this “Agreement”) is dated as of July 3, 2023, by and among BEP Diamond Topco L.P., a Delaware limited partnership (the “Stockholder”), and NexTier Oilfield Solutions Inc., a Delaware corporation (the “Company”). Capitalized terms used herein but not defined shall have the meanings ascribed t |
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| July 17, 2023 |
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): July 17, 2023 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation ) (Commission |
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| July 17, 2023 |
EX-FILING FEES EXHIBIT 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Patterson-UTI Energy, Inc. |
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| July 17, 2023 |
Consent of Goldman Sachs & Co. LLC. EX-99.3 Exhibit 99.3 July 17, 2023 Board of Directors Patterson-UTI Energy, Inc. 10713 W. Sam Houston Pkwy N, Suite 800 Houston, TX 77064 Re: Initially Filed Registration Statement on Form S-4 of Patterson-UTI Energy, Inc., filed July 17, 2023 (the “Registration Statement”) Ladies and Gentlemen: Reference is made to our opinion letter, dated June 14, 2023 (“Opinion Letter”), with respect to the fa |
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| July 17, 2023 |
Consent of Robert W. Drummond to be named as a director upon completion of the mergers. Exhibit 99.5 CONSENT The undersigned hereby consents to being named in this joint proxy statement/prospectus included in the Registration Statement on Form S-4 filed by Patterson-UTI Energy, Inc. (including any amendments to such Registration Statement) in connection with the Agreement and Plan of Merger, dated as of June 14, 2023, by and among Patterson-UTI Energy, Inc., NexTier Oilfield Solution |
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| July 17, 2023 |
425 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): July 17, 2023 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation ) (Commis |
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| July 17, 2023 |
S-4 Table of Contents As filed with the Securities and Exchange Commission on July 17, 2023 Registration No. |
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| July 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-392 |
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| July 17, 2023 |
EX-99.2 Exhibit 99.2 BEP Diamond Topco L.P. (Parent Company of Ulterra Holdings, Inc. and Ulterra Drilling Technologies, L.P.) Condensed Consolidated Financial Statements As of March 31, 2023 and for the Three Months Ended March 31, 2023 BEP Diamond Topco L.P. (Parent Company of Ulterra Holdings, Inc. and Ulterra Drilling Technologies L.P.) Contents Condensed Consolidated Financial Statements Cond |
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| July 17, 2023 |
EX-99.1 Exhibit 99.1 BEP Diamond Topco L.P. (Parent Company of Ulterra Holdings, Inc. and Ulterra Drilling Technologies, L.P.) Consolidated Financial Statements As of and for the year ended December 31, 2022 BEP Diamond Topco L.P. (Parent Company of Ulterra Holdings, Inc. and Ulterra Drilling Technologies L.P.) Contents Independent Auditor’s Report 3 Consolidated Financial Statements Consolidated |
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| July 17, 2023 |
EX-99.1 Exhibit 99.1 BEP Diamond Topco L.P. (Parent Company of Ulterra Holdings, Inc. and Ulterra Drilling Technologies, L.P.) Consolidated Financial Statements As of and for the year ended December 31, 2022 BEP Diamond Topco L.P. (Parent Company of Ulterra Holdings, Inc. and Ulterra Drilling Technologies L.P.) Contents Independent Auditor’s Report 3 Consolidated Financial Statements Consolidated |
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| July 6, 2023 |
425 Filed by Patterson-UTI Energy, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: NexTier Oilfield Solutions Inc. Commission File No. 1-37988 The following is a transcript of a conference call which occurred on July 5, 2023: Operator Good morning. My name is Rob, and I’ll be your confere |
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| July 5, 2023 |
EX-99.3 Exhibit 99.3 Patterson-UTI Energy, Inc. Acquisition of Ulterra Drilling Technologies, L.P. July 5, 2023 Cautionary Statement Regarding 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 |
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| July 5, 2023 |
EX-99.2 Exhibit 99.2 As you may have seen in Patterson-UTI’s press release today, we announced that we have entered into a definitive agreement to acquire Ulterra Drilling Technologies, L.P. (“Ulterra”), a global provider of specialized drill bit solutions. The addition of Ulterra to our drilling offering and our recent announcement to merge with NexTier Oilfield Solutions advances our strategy to |
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| July 5, 2023 |
EX-99.2 Exhibit 99.2 As you may have seen in Patterson-UTI’s press release today, we announced that we have entered into a definitive agreement to acquire Ulterra Drilling Technologies, L.P. (“Ulterra”), a global provider of specialized drill bit solutions. The addition of Ulterra to our drilling offering and our recent announcement to merge with NexTier Oilfield Solutions advances our strategy to |
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| July 5, 2023 |
EX-99.3 Exhibit 99.3 Patterson-UTI Energy, Inc. Acquisition of Ulterra Drilling Technologies, L.P. July 5, 2023 Cautionary Statement Regarding 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 |
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| July 5, 2023 |
425 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): July 3, 2023 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation ) (Commiss |
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| July 5, 2023 |
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): July 3, 2023 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation ) (Commission |
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| July 5, 2023 |
EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG PATTERSON-UTI ENERGY, INC., PJ MERGER SUB INC., PJ SECOND MERGER SUB LLC, BEP DIAMOND HOLDINGS CORP. and BEP DIAMOND TOPCO L.P. as the Stockholder DATED AS OF July 3, 2023 TABLE OF CONTENTS Page ARTICLE 1 CERTAIN DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Interpretive Provisions 21 ARTICLE 2 THE MERGERS 22 Section 2.1 Mergers 23 |
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| July 5, 2023 |
EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG PATTERSON-UTI ENERGY, INC., PJ MERGER SUB INC., PJ SECOND MERGER SUB LLC, BEP DIAMOND HOLDINGS CORP. and BEP DIAMOND TOPCO L.P. as the Stockholder DATED AS OF July 3, 2023 TABLE OF CONTENTS Page ARTICLE 1 CERTAIN DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Interpretive Provisions 21 ARTICLE 2 THE MERGERS 22 Section 2.1 Mergers 23 |
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| July 5, 2023 |
Exhibit 99.1 Contact: Mike Drickamer Patterson-UTI Vice President, Investor Relations (281) 765-7170 Patterson-UTI Energy Announces Agreement to Acquire Global Drill Bit Company, Ulterra Ulterra is a Leading Provider of Highly Engineered Polycrystalline Diamond Compact (“PDC”) Drill Bits in North America with a Growing International Presence Consideration Comprised of $370 Million of Cash and 34.9 |
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| July 5, 2023 |
EX-99.1 Exhibit 99.1 Contact: Mike Drickamer Patterson-UTI Vice President, Investor Relations (281) 765-7170 Patterson-UTI Energy Announces Agreement to Acquire Global Drill Bit Company, Ulterra Ulterra is a Leading Provider of Highly Engineered Polycrystalline Diamond Compact (“PDC”) Drill Bits in North America with a Growing International Presence Consideration Comprised of $370 Million of Cash |
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| June 23, 2023 |
NEX / NexTier Oilfield Solutions Inc / PATTERSON UTI ENERGY INC - SC 13D Activist Investment SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. N/A)* NexTier Oilfield Solutions Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 65290C105 (CUSIP Number) Seth D. Wexler Senior Vice President, General Counsel and Secretary Patterson-UTI Energy, Inc. 10713 W. Sam Ho |
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| June 23, 2023 |
425 Filed by Patterson-UTI Energy, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: NexTier Oilfield Solutions Inc. Commission File No. 1-37988 The following is a transcript of an event which occurred on June 22, 2023: REFINITIV STREETEVENTS | www.refinitiv.com | Contact Us ©2023 Refinitiv |
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| June 20, 2023 |
Filed by Patterson-UTI Energy, Inc. pursuant to 425 Filed by Patterson-UTI Energy, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: NexTier Oilfield Solutions Inc. Commission File No. 1-37988 The following article was published by Hart Energy on June 16, 2023: MERGERS Exclusive Q&A: Patterson-UTI, NexTier CEOs Talk Merger, Shale Dominan |
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| June 16, 2023 |
EX-99.1 Exhibit 99.1 REFINITIV STREETEVENTS | www.refinitiv.com | Contact Us ©2023 Refinitiv. All rights reserved. Republication or redistribution of Refinitiv content, including by framing or similar means, is prohibited without the prior written consent of Refinitiv. ‘Refinitiv’ and the Refinitiv logo are registered trademarks of Refinitiv and its affiliated companies. CORPORATE PARTICIPANTS C. |
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| June 16, 2023 |
EX-99.5 Exhibit 99.5 Town Hall June 15, 2023 Corporate Speakers: • Andy Hendricks; Patterson-UTI Energy; President and Chief Executive Officer PRESENTATION Operator: Please stand by. Your program is about to begin. Good day everyone. And welcome to the Patterson-UTI Employee Town Hall to discuss the merger of equals with NextTier Oilfield Solutions. All lines have been placed on mute to prevent an |
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| June 16, 2023 |
425 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): June 15, 2023 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation ) (Commis |
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| June 16, 2023 |
EX-99.3 Exhibit 99.3 Patterson-UTI Energy and NexTier Oilfield Solutions to Combine in Merger of Equals Industry Leading Drilling and Completions Services Provider Creating best-in-class operational and Leveraging NexTier’s integrated model to drive technology portfolio with comprehensive efficiencies and improve returns suite of solutions at scale and data analytics to maximize well performance L |
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| June 16, 2023 |
Agenda Welcome 1 Why NexTier? 2 Patterson-UTI & NexTier Combination 3 Next Steps 4 222 EX-99.4 Exhibit 99.4 Patterson-UTI Energy & NexTier Oilfield Solutions Merger of Equals Town Hall June 15, 2023 Agenda Welcome 1 Why NexTier? 2 Patterson-UTI & NexTier Combination 3 Next Steps 4 222 Energy Services Landscape Remains Highly Fragmented Despite outperforming in 2022, a significant number of public Energy Service companies do not have the necessary breadth to attract investor attentio |
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| June 16, 2023 |
EX-99.2 3 d506037dex992.htm EX-99.2 Exhibit 99.2 LinkedIn Today we announced that Patterson-UTI will merge with NexTier Oilfield Solutions. This creates an industry leading drilling and completions services provider that will have leadership positions in contract drilling, pressure pumping and directional drilling. We’re excited to deliver superior value to customers, employees, communities and sh |
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| June 16, 2023 |
Agenda Welcome 1 Why NexTier? 2 Patterson-UTI & NexTier Combination 3 Next Steps 4 222 EX-99.4 Exhibit 99.4 Patterson-UTI Energy & NexTier Oilfield Solutions Merger of Equals Town Hall June 15, 2023 Agenda Welcome 1 Why NexTier? 2 Patterson-UTI & NexTier Combination 3 Next Steps 4 222 Energy Services Landscape Remains Highly Fragmented Despite outperforming in 2022, a significant number of public Energy Service companies do not have the necessary breadth to attract investor attentio |
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| June 16, 2023 |
EX-99.3 Exhibit 99.3 Patterson-UTI Energy and NexTier Oilfield Solutions to Combine in Merger of Equals Industry Leading Drilling and Completions Services Provider Creating best-in-class operational and Leveraging NexTier’s integrated model to drive technology portfolio with comprehensive efficiencies and improve returns suite of solutions at scale and data analytics to maximize well performance L |
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| June 16, 2023 |
EX-99.2 Exhibit 99.2 LinkedIn Today we announced that Patterson-UTI will merge with NexTier Oilfield Solutions. This creates an industry leading drilling and completions services provider that will have leadership positions in contract drilling, pressure pumping and directional drilling. We’re excited to deliver superior value to customers, employees, communities and shareholders. We invite you to |
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| June 16, 2023 |
EX-99.5 Exhibit 99.5 Town Hall June 15, 2023 Corporate Speakers: • Andy Hendricks; Patterson-UTI Energy; President and Chief Executive Officer PRESENTATION Operator: Please stand by. Your program is about to begin. Good day everyone. And welcome to the Patterson-UTI Employee Town Hall to discuss the merger of equals with NextTier Oilfield Solutions. All lines have been placed on mute to prevent an |
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| June 16, 2023 |
EX-99.1 Exhibit 99.1 REFINITIV STREETEVENTS | www.refinitiv.com | Contact Us ©2023 Refinitiv. All rights reserved. Republication or redistribution of Refinitiv content, including by framing or similar means, is prohibited without the prior written consent of Refinitiv. ‘Refinitiv’ and the Refinitiv logo are registered trademarks of Refinitiv and its affiliated companies. CORPORATE PARTICIPANTS C. |
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| June 16, 2023 |
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): June 15, 2023 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation ) (Commission |
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| June 15, 2023 |
Subject Line: Important Announcement from Andy Hendricks EX-99.3 Exhibit 99.3 Subject Line: Important Announcement from Andy Hendricks Patterson Team, I am pleased to share that, moments ago, we announced that Patterson-UTI and NexTier Oilfield Solutions will combine in a merger of equals. The merger will create an industry leading drilling and completions services provider with a foothold in the most active major U.S. basins, along with operations in L |
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| June 15, 2023 |
Agenda Welcome 1 Why NexTier? 2 Patterson-UTI & NexTier Combination 3 Next Steps 4 222 EX-99.5 Exhibit 99.5 Patterson-UTI Energy & NexTier Oilfield Solutions Merger of Equals Town Hall June 15, 2023 Agenda Welcome 1 Why NexTier? 2 Patterson-UTI & NexTier Combination 3 Next Steps 4 222 Who We Are Today Leading Provider of Critical Path Services — ~50% of E&P Total Well Spend Includes Services Provided by Patterson-UTI Headquarters Employees (Jan. 2023) Houston 6,500 Drilling Services |
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| June 15, 2023 |
EX-99.1 5 d494894dex991.htm EX-99.1 Exhibit 99.1 Contact: Mike Drickamer Michael Sabella Patterson-UTI Vice President, Investor Relations NexTier Vice President, Investor Relations and Business Development (281) 765-7170 (346) 242-0519 Media for transaction: Joele Frank, Wilkinson Brimmer Katcher [email protected] 212-355-4449 Patterson-UTI Energy and NexTier Oilfield Solutions to Combi |
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| June 15, 2023 |
EX-3.1 3 d494894dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF PATTERSON-UTI ENERGY, INC. A DELAWARE CORPORATION JUNE 14, 2023 Table of Contents Page No. ARTICLE I Meetings of Stockholders 1 Section 1. Annual Meetings 1 Section 2. Special Meetings 1 Section 3. Notices of Meetings 1 Section 4. Place of Meetings 1 Section 5. Quorum and Voting 2 Section 6. Record Date 2 Section 7. Proxie |
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| June 15, 2023 |
EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER among PATTERSON-UTI ENERGY, INC., PECOS MERGER SUB INC., PECOS SECOND MERGER SUB LLC and NEXTIER OILFIELD SOLUTIONS INC. Dated as of June 14, 2023 TABLE OF CONTENTS Page ARTICLE I THE MERGERS 2 1.1 The Mergers 2 1.2 Closing 3 1.3 Effects of the Mergers 3 ARTICLE II MERGER CONSIDERATION; EFFECT OF THE MERGER ON CAPITAL STOCK 3 2.1 Me |
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| June 15, 2023 |
EX-99.2 6 d494894dex992.htm EX-99.2 Exhibit 99.2 Patterson-UTI Energy & NexTier Oilfield Solutions Creating a New Industry Leading Drilling and Completions Services Provider June 2023 Cautionary Statement Regarding Forward-Looking Statements This presentation contains forward-looking statements which are protected as forward-looking statements under the Private Securities Litigation Reform Act of |
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| June 15, 2023 |
Subject Line: Important Announcement from Andy Hendricks EX-99.3 Exhibit 99.3 Subject Line: Important Announcement from Andy Hendricks Patterson Team, I am pleased to share that, moments ago, we announced that Patterson-UTI and NexTier Oilfield Solutions will combine in a merger of equals. The merger will create an industry leading drilling and completions services provider with a foothold in the most active major U.S. basins, along with operations in L |
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| June 15, 2023 |
Agenda Welcome 1 Why NexTier? 2 Patterson-UTI & NexTier Combination 3 Next Steps 4 222 EX-99.5 Exhibit 99.5 Patterson-UTI Energy & NexTier Oilfield Solutions Merger of Equals Town Hall June 15, 2023 Agenda Welcome 1 Why NexTier? 2 Patterson-UTI & NexTier Combination 3 Next Steps 4 222 Who We Are Today Leading Provider of Critical Path Services — ~50% of E&P Total Well Spend Includes Services Provided by Patterson-UTI Headquarters Employees (Jan. 2023) Houston 6,500 Drilling Services |
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| June 15, 2023 |
EX-99.2 Exhibit 99.2 Patterson-UTI Energy & NexTier Oilfield Solutions Creating a New Industry Leading Drilling and Completions Services Provider June 2023 Cautionary Statement Regarding Forward-Looking Statements This presentation 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 |
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| June 15, 2023 |
Amended and Restated Bylaws of Patterson-UTI Energy, Inc., effective June 14, 2023. EX-3.1 Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF PATTERSON-UTI ENERGY, INC. A DELAWARE CORPORATION JUNE 14, 2023 Table of Contents Page No. ARTICLE I Meetings of Stockholders 1 Section 1. Annual Meetings 1 Section 2. Special Meetings 1 Section 3. Notices of Meetings 1 Section 4. Place of Meetings 1 Section 5. Quorum and Voting 2 Section 6. Record Date 2 Section 7. Proxies 2 Section 8. Notice of S |
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| June 15, 2023 |
EX-99.4 Exhibit 99.4 1. What was announced? • Patterson-UTI and NexTier Oilfield Solutions are combining in a merger of equals transaction to create an industry leading drilling and completions services provider with a foothold in the most active major U.S. basins, along with operations in Latin America. • The combined company will have an enterprise value of approximately $5.4 billion. Under the |
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| June 15, 2023 |
EX-10.1 Exhibit 10.1 Execution Version SUPPORT AGREEMENT AND IRREVOCABLE PROXY This SUPPORT AGREEMENT AND IRREVOCABLE PROXY (this “Agreement”) is dated as of June 14, 2023, by and among Keane Investor Holdings LLC, a Delaware limited liability company (the “Stockholder”), Patterson-UTI Energy, Inc., a Delaware corporation (“Parent”), and Cerberus Capital Management, L.P., a Delaware limited partne |
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| June 15, 2023 |
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): June 14, 2023 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation ) (Commission |
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| June 15, 2023 |
425 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): June 14, 2023 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation ) (Commis |
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| June 15, 2023 |
EX-99.4 Exhibit 99.4 1. What was announced? • Patterson-UTI and NexTier Oilfield Solutions are combining in a merger of equals transaction to create an industry leading drilling and completions services provider with a foothold in the most active major U.S. basins, along with operations in Latin America. • The combined company will have an enterprise value of approximately $5.4 billion. Under the |
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| June 15, 2023 |
EX-99.1 Exhibit 99.1 Contact: Mike Drickamer Michael Sabella Patterson-UTI Vice President, Investor Relations NexTier Vice President, Investor Relations and Business Development (281) 765-7170 (346) 242-0519 Media for transaction: Joele Frank, Wilkinson Brimmer Katcher [email protected] 212-355-4449 Patterson-UTI Energy and NexTier Oilfield Solutions to Combine in Merger of Equals, Crea |
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| June 15, 2023 |
EX-10.1 Exhibit 10.1 Execution Version SUPPORT AGREEMENT AND IRREVOCABLE PROXY This SUPPORT AGREEMENT AND IRREVOCABLE PROXY (this “Agreement”) is dated as of June 14, 2023, by and among Keane Investor Holdings LLC, a Delaware limited liability company (the “Stockholder”), Patterson-UTI Energy, Inc., a Delaware corporation (“Parent”), and Cerberus Capital Management, L.P., a Delaware limited partne |
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| June 15, 2023 |
EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER among PATTERSON-UTI ENERGY, INC., PECOS MERGER SUB INC., PECOS SECOND MERGER SUB LLC and NEXTIER OILFIELD SOLUTIONS INC. Dated as of June 14, 2023 TABLE OF CONTENTS Page ARTICLE I THE MERGERS 2 1.1 The Mergers 2 1.2 Closing 3 1.3 Effects of the Mergers 3 ARTICLE II MERGER CONSIDERATION; EFFECT OF THE MERGER ON CAPITAL STOCK 3 2.1 Me |
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| June 8, 2023 |
EX-FILING FEES 5 pten-exfilingfees.htm EX-FILING FEES 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 (1) Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Ra |
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| June 8, 2023 |
Exhibit 99.1 PATTERSON-UTI ENERGY, INC. 2021 LONG-TERM INCENTIVE PLAN (as amended June 8, 2023) Patterson-UTI Energy, Inc. (the “Company”), a Delaware corporation, hereby establishes and adopts the following 2021 Long-Term Incentive Plan (as amended from time to time, the “Plan”) effective as of April 9, 2021 (the “Effective Date”) and as amended effective June 8, 2023. 1. PURPOSE OF THE PLAN The |
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| June 8, 2023 |
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): June 8, 2023 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation) (Commission F |
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| June 8, 2023 |
As filed with the Securities and Exchange Commission on June 8, 2023 As filed with the Securities and Exchange Commission on June 8, 2023 Registration No. |
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| May 16, 2023 |
Patterson-UTI Energy, Inc. TPH & Co. Hotter ‘N Hell Conference May 16, 2023 Patterson-UTI Energy, Inc. TPH & Co. Hotter ‘N Hell Conference May 16, 2023 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 |
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| May 16, 2023 |
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): May 16, 2023 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation) (Commission F |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Patterson-UTI Energy, Inc. (Exact name of the registrant as specified in its charter) Delaware 1-39270 75-2504748 (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) 10713 W. Sam Houston Pkwy N, Suite 800, Houston, Texas |
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| May 15, 2023 |
Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form Exhibit 1.01 Patterson-UTI Energy, Inc. Conflict Minerals Report For the Year Ended December 31, 2022 This Conflict Minerals Report (the “Report”) for the reporting period ended December 31, 2022 is presented by Patterson-UTI Energy, Inc. and its consolidated subsidiaries (“we”, “us” or the “Company”) to comply with Rule 13p-1 and Form SD promulgated under the Securities Exchange Act of 1934, as a |
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| May 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-39270 Patterson-UTI Energy, I |
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| April 27, 2023 |
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): April 26, 2023 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation) (Commission |
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| April 27, 2023 |
Patterson-UTI Energy Reports Financial Results for the Quarter Ended March 31, 2023 Exhibit 99.1 Contact: Mike Drickamer Vice President, Investor Relations (281) 765-7170 Patterson-UTI Energy Reports Financial Results for the Quarter Ended March 31, 2023 HOUSTON, Texas – April 26, 2023 – PATTERSON-UTI ENERGY, INC. (NASDAQ: PTEN) today reported financial results for the quarter ended March 31, 2023. The Company reported net income of $99.7 million, or $0.46 per share, for the firs |
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| April 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| April 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| March 21, 2023 |
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): March 21, 2023 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation) (Commission |
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| March 21, 2023 |
Patterson-UTI Energy, Inc. Piper | Sandler 23rd Annual Energy Conference March 21-22, 2023 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 intent |
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| February 14, 2023 |
EX-99.B 3 d392628dex99b.htm EX-99.B Exhibit B EXHIBIT B Powers of Attorney for Macquarie Group Limited and incorporated by reference to 13G filings made by Macquarie Group Limited and on May 25, 2021. Page 12 of 12 |
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| February 14, 2023 |
EX-99.A 2 d392628dex99a.htm EX-99.A Exhibit A EXHIBIT A AGREEMENT TO FILE JOINT ACQUISITION STATEMENTS AGREEMENT made this 2nd day of FEBRUARY, 2021 by and between Delaware Funds® by Macquarie listed on Annex A hereto, Macquarie Investment Management Business Trust, Macquarie Management Holdings, Inc, and the Macquarie Parties listed on Annex B hereto (collectively referred to as the “parties”). W |
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| February 14, 2023 |
PTEN / Patterson-UTI Energy, Inc. / MACQUARIE GROUP LTD - SC 13G/A Passive Investment SC 13G/A 1 d392628dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Patterson-UTI Energy Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 703481101 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to |
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| February 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-39270 Patterson-UTI Ene |
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| February 13, 2023 |
Subsidiaries of the Registrant.+ Exhibit 21.1 Subsidiaries of the Registrant Name State of Incorporation or organization Ambar Lone Star Fluid Services LLC Texas Current Power Solutions, Inc. Texas Drilling Technologies 1 LLC Delaware Drilling Technologies 2 LLC Delaware Great Plains Oilfield Rental, L.L.C. Oklahoma Keystone Rock & Excavation, L.L.C. Oklahoma MS Directional, LLC Texas Patterson Petroleum LLC Texas Patterson-UTI D |
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| February 9, 2023 |
PTEN / Patterson-UTI Energy, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv01634-pattersonutienergyin.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: Patterson-UTI Energy Inc. Title of Class of Securities: Common Stock CUSIP Number: 703481101 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box |
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| February 8, 2023 |
Patterson-UTI Energy Reports Financial Results for the Quarter Ended December 31, 2022 EX-99.1 2 pten-ex991.htm EX-99.1 Exhibit 99.1 Contact: Mike Drickamer Vice President, Investor Relations (281) 765-7170 Patterson-UTI Energy Reports Financial Results for the Quarter Ended December 31, 2022 HOUSTON, Texas – February 8, 2023 – PATTERSON-UTI ENERGY, INC. (NASDAQ: PTEN) today reported financial results for the quarter ended December 31, 2022. The Company reported net income of $100 m |
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| February 8, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events 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): February 8, 2023 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation) (Commissi |
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| January 4, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events 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): January 4, 2023 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation) (Commissio |
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| January 4, 2023 |
Patterson-UTI Energy Provides Update on Expected Fourth Quarter Financial Results Exhibit 99.1 For Immediate Release Contact: Mike Drickamer Vice President, Investor Relations (281) 765-7170 Patterson-UTI Energy Provides Update on Expected Fourth Quarter Financial Results HOUSTON ? January 4, 2023 ? PATTERSON-UTI ENERGY, INC. (NASDAQ: PTEN) announced today that it expects its net income for the fourth quarter of 2022 to exceed $100 million and its adjusted EBITDA for the fourth |
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| January 3, 2023 |
EX-10.1 2 pten-ex101.htm EX-10.1 Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of January 1, 2023, between Patterson-UTI Energy, Inc., a Delaware corporation (the “Company”), and James M. Holcomb (“Executive”). W I T N E S E T H: WHEREAS, Executive is currently employed by Patterson-UTI Drilling Company LLC, a Texas limited liability company, a w |
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| January 3, 2023 |
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): January 1, 2023 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation) (Commissio |
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| January 3, 2023 |
Exhibit 99.1 For Immediate Release Contact: Mike Drickamer Vice President, Investor Relations (281) 765-7170 Patterson-UTI Energy Announces Appointments of Mike Holcomb to Chief Operating Officer of Patterson-UTI Energy and Mike Garvin to President of Patterson-UTI Drilling HOUSTON ? January 3, 2023 ? PATTERSON-UTI ENERGY, INC. (NASDAQ: PTEN) announced today that James ?Mike? Holcomb has been prom |
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| November 9, 2022 |
Exhibit 10.1 Execution Version AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT This AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT (this ?Agreement?), dated as of November 9, 2022 (?Effective Date?), is by and among Patterson-UTI Energy, Inc., a Delaware corporation (?Borrower?), the Lenders (as defined below) party hereto, and Wells Fargo Bank, N.A., as administrative agent (in |
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| November 9, 2022 |
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): November 9, 2022 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation) (Commissi |
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| October 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-39270 Patterson-UTI Energ |
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| October 26, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events 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 26, 2022 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation) (Commissi |
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| October 26, 2022 |
Exhibit 99.1 Contact: Mike Drickamer Vice President, Investor Relations (281) 765-7170 Patterson-UTI Energy Reports Financial Results for the Quarter Ended September 30, 2022; Doubles Dividend and Announces Shareholder Return Target HOUSTON, Texas ? October 26, 2022 ? PATTERSON-UTI ENERGY, INC. (NASDAQ: PTEN) today reported financial results for the quarter ended September 30, 2022. The Company re |
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| September 6, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 6, 2022 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation) (Commiss |
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| September 6, 2022 |
Patterson-UTI Energy, Inc. Barclays CEO Energy-Power Conference September 6-7, 2022 Patterson-UTI Energy, Inc. Barclays CEO Energy-Power Conference September 6-7, 2022 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, expec |
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| September 6, 2022 |
Patterson-UTI Energy to Present at the Barclays CEO Energy-Power Conference For Immediate Release Contact: Mike Drickamer Vice President, Investor Relations (281) 765-7170 Patterson-UTI Energy to Present at the Barclays CEO Energy-Power Conference HOUSTON ? September 6, 2022 ? PATTERSON-UTI ENERGY, INC. |
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| August 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-39270 Patterson-UTI Energy, In |
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| July 27, 2022 |
Patterson-UTI Energy Reports Financial Results for the Quarter Ended June 30, 2022 Exhibit 99.1 Contact: Mike Drickamer Vice President, Investor Relations (281) 765-7170 Patterson-UTI Energy Reports Financial Results for the Quarter Ended June 30, 2022 HOUSTON, Texas ? July 27, 2022 ? PATTERSON-UTI ENERGY, INC. (NASDAQ: PTEN) today reported financial results for the quarter ended June 30, 2022. The Company reported net income of $21.9 million, or $0.10 per share, for the second |
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| July 27, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events 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): July 27, 2022 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation) (Commission |
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| June 22, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): June 22, 2022 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation) (Commission |
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| June 22, 2022 |
Patterson-UTI Energy, Inc. J.P. Morgan 2022 Energy, Power & Renewables Conference June 23, 2022 Patterson-UTI Energy, Inc. J.P. Morgan 2022 Energy, Power & Renewables Conference June 23, 2022 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, be |
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| June 3, 2022 |
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): June 2, 2022 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation) (Commission F |
