--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-227636" form_type: "8-K" ticker: "PTEN" cik: "0000889900" company_name: "PATTERSON UTI ENERGY INC" filed_at: "2023-09-01T23:59:59+00:00" generated_at: "2026-06-11T00:51:41.247114+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Patterson-UTI completes NexTier merger; expects $200M annual synergies within 18 months ## Summary - Merger closed: each NexTier share converted to 0.7520 PTEN shares; combined co. has 172 super-spec rigs and 3.3M frac HP. - Expects ~$200M cost/operational synergies within 18mo; accretion to EPS and FCF in 2024; targets 50% FCF return to shareholders. - Board expanded to 11 members (5 from NexTier); Curtis Huff remains Chairman, Robert Drummond appointed Vice Chairman. - Entered $300M senior unsecured term loan (364-day maturity); amended credit facility extended $501.7M commitments to 2026. - Mike Holcomb transitions to EVP & Chief Business Officer; receives $2M retention bonus payable in quarterly installments. ## SEC filing metadata - accession: 0001193125-23-227636 - form_type: 8-K - ticker: PTEN - cik: 0000889900 - company_name: PATTERSON UTI ENERGY INC - filed_at: 2023-09-01T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 2.01, 2.03, 5.02, 5.03, 5.07, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/889900/000119312523227636/0001193125-23-227636-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/889900/000119312523227636/d463540d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-227636 - JSON: https://secwatch.observer/filing/0001193125-23-227636.json - Plain text: https://secwatch.observer/filing/0001193125-23-227636.txt ## Key facts - Debt Financings PATTERSON UTI ENERGY INC incurred term loan of up to $300 million with Wells Fargo Bank, National Association, as administrative agent and lender at Term SOFR plus 0.10%, plus an applicable margin maturing the date that is 364 days following the funding of the Facility. - Instrument: term loan - Principal: up to $300 million - Counterparty: Wells Fargo Bank, National Association, as administrative agent and lender - Rate: Term SOFR plus 0.10%, plus an applicable margin - Maturity: the date that is 364 days following the funding of the Facility - Event: incurrence source text: The Term Loan Agreement is a committed senior unsecured term loan facility (the “ Facility ”) that permits a single borrowing of up to $300 million, which may be drawn by Patterson-UTI on or before November 27, 2023. The maturity date under the Term Loan Agreement is the date that is 364 days following the funding of the Facility. evidence_url: https://www.sec.gov/Archives/edgar/data/889900/000119312523227636/0001193125-23-227636-index.htm - Debt Financings PATTERSON UTI ENERGY INC amended revolving credit of $600 million of revolving credit commitments with Wells Fargo Bank, National Association, as administrative agent maturing extends the maturity date for $85 million of revolving credit commitments of certain lenders under the Credit Agreement from March 27, 2025 to March 27, 2026. A. - Instrument: revolving credit - Principal: $600 million of revolving credit commitments - Counterparty: Wells Fargo Bank, National Association, as administrative agent - Maturity: extends the maturity date for $85 million of revolving credit commitments of certain lenders under the Credit Agreement from March 27, 2025 to March 27, 2026. A - Event: amendment source text: the maturity date for $85 million of revolving credit commitments of certain lenders under the Credit Agreement from March 27, 2025 to March 27, 2026. As a result, of the $600 million of revolving credit commitments under the Credit Agreement, the maturity date for $501.7 million of such commitments is March 27, 2026; the maturity date for $48.3 million of evidence_url: https://www.sec.gov/Archives/edgar/data/889900/000119312523227636/0001193125-23-227636-index.htm - Executive change Leslie A. Beyer was appointed as Director at PATTERSON UTI ENERGY INC. - Action: appointed - Role: Director source text: Robert W. Drummond, Gary M. Halverson, Amy H. Nelson, Leslie A. Beyer and James C. Stewart, each a former member of the NexTier board of directors who has been appointed to the Board evidence_url: https://www.sec.gov/Archives/edgar/data/889900/000119312523227636/0001193125-23-227636-index.htm - Executive change Gary M. Halverson was appointed as Director at PATTERSON UTI ENERGY INC. - Action: appointed - Role: Director source text: Robert W. Drummond, Gary M. Halverson, Amy H. Nelson, Leslie A. Beyer and James C. Stewart, each a former member of the NexTier board of directors who has been appointed to the Board evidence_url: https://www.sec.gov/Archives/edgar/data/889900/000119312523227636/0001193125-23-227636-index.htm - Executive change Robert W. Drummond was appointed as Vice Chairman of the Board at PATTERSON UTI ENERGY INC. - Action: appointed - Role: Vice Chairman of the Board source text: Mr. Drummond was appointed to serve as Vice Chairman of the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/889900/000119312523227636/0001193125-23-227636-index.htm - Executive change Amy H. Nelson was appointed as Director at PATTERSON UTI ENERGY INC. - Action: appointed - Role: Director source text: Robert W. Drummond, Gary M. Halverson, Amy H. Nelson, Leslie A. Beyer and James C. Stewart, each a former member of the NexTier board of directors who has been appointed to the Board evidence_url: https://www.sec.gov/Archives/edgar/data/889900/000119312523227636/0001193125-23-227636-index.htm - Executive change Robert W. Drummond was appointed as Director at PATTERSON UTI ENERGY INC. - Action: appointed - Role: Director source text: Robert W. Drummond, Gary M. Halverson, Amy H. Nelson, Leslie A. Beyer and James C. Stewart, each a former member of the NexTier board of directors who has been appointed to the Board evidence_url: https://www.sec.gov/Archives/edgar/data/889900/000119312523227636/0001193125-23-227636-index.htm - Executive change Terry Hunt resigned as Director at PATTERSON UTI ENERGY INC. - Action: resigned - Role: Director source text: each of Michael W. Conlon and Terry Hunt delivered a letter effectuating his resignation as a director of Patterson-UTI and, as of the Effective Time, ceased to be a director of Patterson-UTI. evidence_url: https://www.sec.gov/Archives/edgar/data/889900/000119312523227636/0001193125-23-227636-index.htm - Executive change Michael W. Conlon resigned as Director at PATTERSON UTI ENERGY INC. - Action: resigned - Role: Director source text: each of Michael W. Conlon and Terry Hunt delivered a letter effectuating his resignation as a director of Patterson-UTI and, as of the Effective Time, ceased to be a director of Patterson-UTI. evidence_url: https://www.sec.gov/Archives/edgar/data/889900/000119312523227636/0001193125-23-227636-index.htm - Executive change James C. Stewart was appointed as Director at PATTERSON UTI ENERGY INC. - Action: appointed - Role: Director source text: Robert W. Drummond, Gary M. Halverson, Amy H. Nelson, Leslie A. Beyer and James C. Stewart, each a former member of the NexTier board of directors who has been appointed to the Board evidence_url: https://www.sec.gov/Archives/edgar/data/889900/000119312523227636/0001193125-23-227636-index.htm - Governance Changes PATTERSON UTI ENERGY INC: Filed certificate of elimination to remove Series A Junior Participating Preferred Stock from restated certificate of incorporation (effective 2023-09-01). - Change: charter amendment - Effective: 2023-09-01 source text: On September 1, 2023, Patterson-UTI filed a certificate of elimination with respect to the Series A Junior Participating Preferred Stock with the Secretary of State of the State of Delaware. evidence_url: https://www.sec.gov/Archives/edgar/data/889900/000119312523227636/0001193125-23-227636-index.htm - Governance Changes PATTERSON UTI ENERGY INC: Filed restated certificate of incorporation that included an amendment increasing authorized shares of common stock from 400 million to 800 million (effective 2023-09-01). - Change: charter amendment - Effective: 2023-09-01 source text: Effective September 1, 2023, the Board approved and adopted, and Patterson-UTI filed, a restated certificate of incorporation of Patterson-UTI, which merely restated and integrated, but did not further amend, the amended and restated certificate of incorporation of Patterson-UTI. evidence_url: https://www.sec.gov/Archives/edgar/data/889900/000119312523227636/0001193125-23-227636-index.htm - M&A Transactions PATTERSON UTI ENERGY INC completed an acquisition involving NexTier Oilfield Solutions Inc. for 0.7520 shares of common stock, par value $0.01 per share, of Patterson-UTI (closed 2023-09-01). - Action: acquisition - Counterparty: NexTier Oilfield Solutions Inc. - Consideration: 0.7520 shares of common stock, par value $0.01 per share, of Patterson-UTI - Closing: 2023-09-01 source text: ☐ Introduction As previously disclosed, on June 14, 2023, Patterson-UTI Energy, Inc., a Delaware corporation (“ Patterson-UTI ”), entered into an Agreement and Plan of Merger (as amended, the “ Merger Agreement ”) with NexTier Oilfield Solutions Inc., a Delaware corporation (“ NexTier ”), Pecos Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Patterson-UTI (“ Merger Sub Inc. evidence_url: https://www.sec.gov/Archives/edgar/data/889900/000119312523227636/0001193125-23-227636-index.htm - Material Agreements PATTERSON UTI ENERGY INC amended Amendment No. 4 to Amended and Restated Credit Agreement with Wells Fargo Bank, National Association valued at extends maturity date for $85 million of revolving credit commitments from March 27, 2025 to March 2 (effective 2023-08-29). - Action: amendment - Agreement: credit facility - Counterparty: Wells Fargo Bank, National Association - Value: extends maturity date for $85 million of revolving credit commitments from March 27, 2025 to March 2 - Effective: 2023-08-29 source text: On August 29, 2023, Patterson-UTI entered into Amendment No. 4 to Amended and Restated Credit Agreement (the “ Amendment ”), which amends Patterson-UTI’s Amended and Restated Credit Agreement, dated as of March 27, 2018 (as amended, the “ Credit Agreement ”), by and among Patterson-UTI, as borrower, Wells Fargo Bank, National Association, as administrative agent, letter of credit issuer, swing line lender and lender and each of the other letter of credit issuers and lenders party thereto. evidence_url: https://www.sec.gov/Archives/edgar/data/889900/000119312523227636/0001193125-23-227636-index.htm - Material Agreements PATTERSON UTI ENERGY INC entered into Term Loan Agreement with Wells Fargo Bank, National Association valued at single borrowing of up to $300 million (effective 2023-08-29). - Action: entry - Agreement: credit facility - Counterparty: Wells Fargo Bank, National Association - Value: single borrowing of up to $300 million - Effective: 2023-08-29 source text: On August 29, 2023 (the “ Term Loan Closing Date ”), Patterson-UTI entered into a Term Loan Agreement (the “ Term Loan Agreement ”), by and among Patterson-UTI, as borrower, Wells Fargo Bank, National Association, as administrative agent and lender, and the other lenders party thereto. evidence_url: https://www.sec.gov/Archives/edgar/data/889900/000119312523227636/0001193125-23-227636-index.htm - Shareholder Votes PATTERSON UTI ENERGY INC shareholders approved Proposal to approve an amendment of Patterson-UTI's restated certificate of incorporation to increase the number of authorized shares of Patterson-UTI Common Stock from 400 million to 800 million at the 2023-08-30 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-08-30 source text: 2. The proposal to approve an amendment of Patterson-UTI’s restated certificate of incorporation to increase the number of authorized shares of Patterson-UTI Common Stock from 400 million to 800 million: For Against Abstain Broker Non-Votes 192,355,965 1,350,012 460,103 N/A evidence_url: https://www.sec.gov/Archives/edgar/data/889900/000119312523227636/0001193125-23-227636-index.htm - Shareholder Votes PATTERSON UTI ENERGY INC shareholders approved Proposal to approve the issuance of shares of Patterson-UTI Common Stock to NexTier stockholders in the Mergers contemplated by the Merger Agreement at the 2023-08-30 meeting. - Proposal: merger approval - Outcome: passed - Meeting: 2023-08-30 source text: 1. The proposal to approve the issuance of shares of Patterson-UTI Common Stock to NexTier stockholders in the Mergers contemplated by the Merger Agreement: For Against Abstain Broker Non-Votes 182,393,581 174,600 452,330 11,145,569 evidence_url: https://www.sec.gov/Archives/edgar/data/889900/000119312523227636/0001193125-23-227636-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.