Patterson-UTI and NexTier to merge in all-stock merger of equals, approx $5.4B enterprise value

PATTERSON UTI ENERGY INC

Exchange ratio: 0.7520 PTEN shares per NEX share; PTEN holders own ~55%, NEX ~45% on fully diluted basis.
Combined enterprise value ~$5.4B; expected ~$200M annual cost & operational synergies within 18 months of close.
Leadership: Curtis Huff to chair board, Robert Drummond to serve as vice chair, Andy Hendricks to remain CEO.
Merger expected to be accretive to EPS and free cash flow per share in 2024; structured as tax-free to shareholders.
Support agreement covers ~32.3M NEX shares held by Keane Investor Holdings and Cerberus Capital Management.

item 1.01 item 5.03 item 7.01 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

PATTERSON UTI ENERGY INC: Added a forum selection provision requiring that internal corporate claims be brought in Delaware courts and Securities Act claims be brought in federal district court (effective 2023-06-14).

Change: bylaw amendment
Effective: 2023-06-14

Exact text from the filing

On June 14, 2023, the Board amended Patterson-UTI’s bylaws to add a new forum selection provision.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

PATTERSON UTI ENERGY INC entered into Agreement and Plan of Merger with NexTier Oilfield Solutions Inc. (effective 2023-06-14).

Action: entry
Agreement: merger
Counterparty: NexTier Oilfield Solutions Inc.
Effective: 2023-06-14

Exact text from the filing

On June 14, 2023, Patterson-UTI Energy, Inc., a Delaware corporation (“ Patterson-UTI ”), Pecos Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Patterson-UTI (“ Merger Sub Inc. ”), and Pecos Second Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Patterson-UTI (“ Merger Sub LLC ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with NexTier Oilfield Solutions Inc., a Delaware corporation (“ NexTier ”)

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PATTERSON UTI ENERGY INC filing history →

Source: SEC EDGAR

accession 0001193125-23-167408

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