--- schema_version: "secwatch.filing_event.v1" accession: "0001688476-23-000147" form_type: "8-K" ticker: null cik: "0001688476" company_name: "NEXTIER OILFIELD SOLUTIONS INC." filed_at: "2023-09-01T23:59:59+00:00" generated_at: "2026-06-11T00:32:58.350942+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # NexTier completes merger with Patterson-UTI; stock converted at 0.7520 ratio ## Summary - Eligible shares converted into 0.7520 shares of Patterson-UTI common stock per share. - All outstanding ABL and Term Loan credit agreements terminated and repaid in full; liens released. - Company became wholly owned subsidiary of Patterson-UTI effective Sept 1, 2023. - NYSE listing withdrawn; shares ceased trading prior to market open on Sept 1, 2023. - All directors and named executive officers resigned; transaction bonus of $275,000 to Kevin McDonald with extended non-compete. ## SEC filing metadata - accession: 0001688476-23-000147 - form_type: 8-K - cik: 0001688476 - company_name: NEXTIER OILFIELD SOLUTIONS INC. - filed_at: 2023-09-01T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.02, 2.01, 3.01, 3.03, 5.03, 5.01, 5.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1688476/000168847623000147/0001688476-23-000147-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1688476/000168847623000147/frac-20230901.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001688476-23-000147 - JSON: https://secwatch.observer/filing/0001688476-23-000147.json - Plain text: https://secwatch.observer/filing/0001688476-23-000147.txt ## Key facts - Executive change Oladipo Iluyomade resigned as Principal Accounting Officer at NEXTIER OILFIELD SOLUTIONS INC.. - Action: resigned - Role: Principal Accounting Officer source text: ceased his respective service as an officer of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1688476/000168847623000147/0001688476-23-000147-index.htm - Executive change Matthew R. Gillard resigned as Named Executive Officer at NEXTIER OILFIELD SOLUTIONS INC.. - Action: resigned - Role: Named Executive Officer source text: ceased his respective service as an officer of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1688476/000168847623000147/0001688476-23-000147-index.htm - Executive change Michael Roemer resigned as Director at NEXTIER OILFIELD SOLUTIONS INC.. - Action: resigned - Role: Director source text: resigned as directors of the Company effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1688476/000168847623000147/0001688476-23-000147-index.htm - Executive change Kevin M. McDonald resigned as Named Executive Officer at NEXTIER OILFIELD SOLUTIONS INC.. - Action: resigned - Role: Named Executive Officer source text: ceased his respective service as an officer of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1688476/000168847623000147/0001688476-23-000147-index.htm - Executive change Gary M. Halverson resigned as Director at NEXTIER OILFIELD SOLUTIONS INC.. - Action: resigned - Role: Director source text: resigned as directors of the Company effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1688476/000168847623000147/0001688476-23-000147-index.htm - Executive change James C. Stewart resigned as Director at NEXTIER OILFIELD SOLUTIONS INC.. - Action: resigned - Role: Director source text: resigned as directors of the Company effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1688476/000168847623000147/0001688476-23-000147-index.htm - Executive change Scott R. Wille resigned as Director at NEXTIER OILFIELD SOLUTIONS INC.. - Action: resigned - Role: Director source text: resigned as directors of the Company effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1688476/000168847623000147/0001688476-23-000147-index.htm - Executive change Kenneth Pucheu resigned as Principal Financial Officer at NEXTIER OILFIELD SOLUTIONS INC.. - Action: resigned - Role: Principal Financial Officer source text: ceased his respective service as an officer of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1688476/000168847623000147/0001688476-23-000147-index.htm - Executive change Stuart M. Brightman resigned as Director at NEXTIER OILFIELD SOLUTIONS INC.. - Action: resigned - Role: Director source text: resigned as directors of the Company effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1688476/000168847623000147/0001688476-23-000147-index.htm - Executive change Melvin G. Riggs resigned as Director at NEXTIER OILFIELD SOLUTIONS INC.. - Action: resigned - Role: Director source text: resigned as directors of the Company effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1688476/000168847623000147/0001688476-23-000147-index.htm - Executive change Patrick M. Murray resigned as Director at NEXTIER OILFIELD SOLUTIONS INC.. - Action: resigned - Role: Director source text: resigned as directors of the Company effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1688476/000168847623000147/0001688476-23-000147-index.htm - Executive change Robert W. Drummond resigned as Director at NEXTIER OILFIELD SOLUTIONS INC.. - Action: resigned - Role: Director source text: resigned as directors of the Company effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1688476/000168847623000147/0001688476-23-000147-index.htm - Executive change Robert W. Drummond resigned as Principal Executive Officer at NEXTIER OILFIELD SOLUTIONS INC.. - Action: resigned - Role: Principal Executive Officer source text: ceased his respective service as an officer of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1688476/000168847623000147/0001688476-23-000147-index.htm - Executive change Bernardo J. Rodriguez resigned as Director at NEXTIER OILFIELD SOLUTIONS INC.. - Action: resigned - Role: Director source text: resigned as directors of the Company effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1688476/000168847623000147/0001688476-23-000147-index.htm - Executive change Leslie A. Beyer resigned as Director at NEXTIER OILFIELD SOLUTIONS INC.. - Action: resigned - Role: Director source text: resigned as directors of the Company effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1688476/000168847623000147/0001688476-23-000147-index.htm - Executive change Amy H. Nelson resigned as Director at NEXTIER OILFIELD SOLUTIONS INC.. - Action: resigned - Role: Director source text: resigned as directors of the Company effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1688476/000168847623000147/0001688476-23-000147-index.htm - M&A Transactions NEXTIER OILFIELD SOLUTIONS INC. completed an acquisition involving Patterson-UTI Energy, Inc. for 0.7520 fully-paid and non-assessable shares of common stock per share (closed 2023-09-01). - Action: acquisition - Counterparty: Patterson-UTI Energy, Inc. - Consideration: 0.7520 fully-paid and non-assessable shares of common stock per share - Closing: 2023-09-01 source text: became effective (the “Effective Time”), other than the Excluded Shares (as defined in the Merger Agreement) (the “Eligible Shares”), was converted into the right to receive 0.7520 fully-paid and non-assessable shares of common stock (the “Exchange Ratio”), par value $0.01 per share, of Patterson-UTI (“Patterson-UTI Common Stock”). The issuance of shares of evidence_url: https://www.sec.gov/Archives/edgar/data/1688476/000168847623000147/0001688476-23-000147-index.htm - Material Agreements NEXTIER OILFIELD SOLUTIONS INC. terminated Second Amended and Restated Asset-Based Revolving Credit Agreement with Bank of America, N.A. valued at Terminated all outstanding commitments and paid off all obligations in full; all liens released. (effective 2023-09-01). - Action: termination - Agreement: credit facility - Counterparty: Bank of America, N.A. - Value: Terminated all outstanding commitments and paid off all obligations in full; all liens released. - Effective: 2023-09-01 source text: In connection with the consummation of the Mergers (as defined below), on September 1, 2023, NexTier Oilfield Solutions Inc. (the “Company”) terminated all outstanding commitments under (i) the Second Amended and Restated Asset-Based Revolving Credit Agreement, dated October 31, 2019, by and among the Company (f/k/a Keane Group Holdings, LLC), as the lead borrower, the other borrowers party thereto from time to time, the subsidiary guarantors party thereto from time to time, the lenders party thereto, and Bank of America, N.A., as administrative and collateral agent (as amended, the “ABL Credit Agreement”) and (ii) the Term Loan Agreement, dated May 25, 2018, by and among the Company (f/k/a Keane Group Inc.), as the parent, Keane Group Holdings, LLC, as the lead borrower, the other borrowers party thereto from time to time, the subsidiary guarantors party thereto, Barclays Bank PLC, as administrative agent and collateral agent, and the lenders from time to time party thereto (as amende evidence_url: https://www.sec.gov/Archives/edgar/data/1688476/000168847623000147/0001688476-23-000147-index.htm - Material Agreements NEXTIER OILFIELD SOLUTIONS INC. terminated Term Loan Credit Agreement with Barclays Bank PLC valued at Terminated all outstanding commitments and paid off all obligations in full; all liens released. (effective 2023-09-01). - Action: termination - Agreement: credit facility - Counterparty: Barclays Bank PLC - Value: Terminated all outstanding commitments and paid off all obligations in full; all liens released. - Effective: 2023-09-01 source text: In connection with the consummation of the Mergers (as defined below), on September 1, 2023, NexTier Oilfield Solutions Inc. (the “Company”) terminated all outstanding commitments under (i) the Second Amended and Restated Asset-Based Revolving Credit Agreement, dated October 31, 2019, by and among the Company (f/k/a Keane Group Holdings, LLC), as the lead borrower, the other borrowers party thereto from time to time, the subsidiary guarantors party thereto from time to time, the lenders party thereto, and Bank of America, N.A., as administrative and collateral agent (as amended, the “ABL Credit Agreement”) and (ii) the Term Loan Agreement, dated May 25, 2018, by and among the Company (f/k/a Keane Group Inc.), as the parent, Keane Group Holdings, LLC, as the lead borrower, the other borrowers party thereto from time to time, the subsidiary guarantors party thereto, Barclays Bank PLC, as administrative agent and collateral agent, and the lenders from time to time party thereto (as amende evidence_url: https://www.sec.gov/Archives/edgar/data/1688476/000168847623000147/0001688476-23-000147-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.