Item 1.01 Entry into a Material Definitive Agreement.
Merger Agreement
On
The board of directors of NexTier (the "NexTier Board") unanimously
(a) determined that the Merger Agreement and the Transactions are fair to, and
in the best interests of, NexTier and the holders of shares of NexTier Common
Stock, (b) approved and declared advisable the Merger Agreement and the
Transactions on the terms and subject to the conditions set forth in the Merger
Agreement, (c) directed that the Merger Agreement be submitted to the holders of
shares of NexTier Common Stock for their adoption and (d) resolved to recommend
that the holders of shares of NexTier Common Stock vote in favor of the adoption
of the Merger Agreement. The board of directors of Patterson-UTI (the
"Patterson-UTI Board") unanimously (a) determined that the Merger Agreement and
the Transactions are fair to, and in the best interests of, Patterson-UTI and
the holders of shares of Patterson-UTI Common Stock, (b) approved and declared
advisable the Merger Agreement, an amendment to the Restated Certificate of
Incorporation of Patterson-UTI, dated as of
Treatment of Long Term Incentive Awards
Pursuant to the Merger Agreement, at the Effective Time, (a) whether vested or unvested, each outstanding NexTier stock option will convert into a stock option relating to shares of Patterson-UTI Common Stock on the terms set forth in the Merger Agreement, (b) each outstanding NexTier performance stock unit award and NexTier performance unit award will convert into a Patterson-UTI performance stock unit award (or with a settlement value as provided in the NexTier performance stock unit award agreement) relating to shares of Patterson-UTI Common Stock on the terms set forth in the Merger Agreement and (c) each outstanding NexTier restricted stock unit award will convert into a Patterson-UTI restricted stock unit award relating to shares of Patterson-UTI Common Stock on the terms set forth in the Merger Agreement. The number of shares of NexTier Common Stock subject to NexTier performance stock unit awards or performance unit awards shall be deemed to be the number of shares subject to such NexTier performance stock unit award or performance unit award with performance deemed achieved based on actual performance attained through immediately prior to the date on which the closing of the Mergers actually occurs.
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Post-Closing Governance
NexTier and Patterson-UTI have agreed to certain governance-related matters. At
the Effective Time, the Patterson-UTI Board will have 11 members composed of
(a) six directors designated by Patterson-UTI, which will include the Chief
Executive Officer of Patterson-UTI as of immediately prior to the Effective Time
and (b) five directors designated by NexTier, which will include the President
and Chief Executive Officer of NexTier as of immediately prior to the Effective
Time. The Chairman of the Patterson-UTI Board as of immediately prior to the
Effective Time will serve as Chairman of the Board. The President and Chief
Executive Officer of NextTier as of immediately prior to the Effective Time will
serve as Vice Chairman of the Board. At the first two annual meetings following
the Effective Time, the Patterson-UTI Board will re-nominate each Patterson-UTI
and NexTier designee then serving on the
At the Effective Time,
Conditions to the Mergers
The closing of the Transactions is subject to the satisfaction or waiver of
certain closing conditions, including, among others, (i) the adoption of the
Merger Agreement by holders of at least a majority of the outstanding shares of
NexTier Common Stock, (ii) the approval of the Patterson-UTI Charter Amendment
by the holders of a majority of the outstanding shares of Patterson-UTI Common
Stock, (iii) the approval of the Share Issuance by the holders of shares of
Patterson-UTI Common Stock representing a majority of votes cast on the Share
Issuance, (iv) the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act having expired or been terminated, and there being no
written agreement in effect with any governmental entity not to consummate the
Transactions, (v) there being no law, injunction or order by a governmental body
prohibiting the consummation of the Mergers, (vi) the approval for listing of
Patterson-UTI Common Stock to be issued in accordance with the terms of the
Merger Agreement on the Nasdaq, (vii) the registration statement on Form S-4, to
be filed with the
Representations, Warranties and Covenants
The Merger Agreement contains customary representations and warranties of NexTier and Patterson-UTI relating to their respective businesses, financial statements and public filings, as applicable, in each case generally subject to customary materiality and knowledge qualifiers. Additionally, the Merger Agreement provides for customary pre-closing covenants of NexTier and Patterson-UTI, including covenants relating to conducting their respective businesses in the ordinary course and to refrain from taking certain actions without the consent of the other party. NexTier and Patterson-UTI also agreed to use their reasonable best efforts to cause the Mergers to be consummated and to obtain regulatory approvals or expiration or termination of waiting periods.
The Merger Agreement provides that, during the period from the date of the Merger Agreement until the Effective Time, each of NexTier and Patterson-UTI will be subject to certain restrictions on its ability to solicit alternative Acquisition Proposals (as defined in the Merger Agreement) from third parties, to provide non-public information to third parties and to engage in discussions . . .
Item 7.01 Regulation FD Disclosure.
On
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On
The information furnished pursuant to Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, shall not otherwise be subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of this press release and these slides is not intended to constitute a representation that such information is required by Regulation FD or that the materials they contain include material information that is not otherwise publicly available.
Forward-Looking Statements
This Current Report on Form 8-K, including the exhibits hereto, contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, included in this Current Report on Form 8-K that address activities, events or developments that NexTier or Patterson-UTI expects, believes or anticipates will or may occur in the future are forward-looking statements. Words such as "estimate," "project," "predict," "believe," "expect," "anticipate," "potential," "create," "intend," "could," "would," "may," "plan," "will," "guidance," "look," "goal," "future," "build," "focus," "continue," "strive," "allow" or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements include, but are not limited to, statements regarding the expected closing of the proposed transaction and the timing thereof and as adjusted descriptions of the post-transaction company and its operations, strategies and plans, integration, debt levels and leverage ratio, capital expenditures, cash flows, synergies, opportunities and anticipated future performance, including the composition of the management team post-transaction, an expected accretion to earnings and free cash flow, increase in value of tax attributes, and expected impact on EBITDA. Information adjusted for the transaction should not be considered a forecast of future results. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this Current Report on Form 8-K including, but not limited to, (i) the competitive nature of the industry in which NexTier and Patterson-UTI conduct their business, including pricing pressures; (ii) the ability to meet rapid demand shifts; (iii) the impact of pipeline capacity constraints and adverse weather conditions in oil or gas producing regions; (iv) the ability to obtain or renew customer contracts and changes in customer requirements in the markets NexTier and Patterson-UTI serve; (v) the ability to identify, effect and integrate acquisitions, joint ventures or other transactions; (vi) the ability to protect and enforce intellectual property rights; (vii) the effect of environmental and other governmental regulations on NexTier's and Patterson-UTI's operations; (viii) the effect of a loss of, or interruption in operations of, one or more key suppliers, including resulting from product defects, recalls or suspensions; (ix) the variability of crude oil and natural gas commodity prices; (x) the market price and availability of materials or equipment; (xi) the ability to obtain permits, approvals and authorizations from governmental and third parties; (xii) NexTier's and Patterson-UTI's ability to employ a sufficient number of skilled and qualified workers to combat the operating hazards inherent in NexTier's and Patterson-UTI's industry; (xiii) fluctuations in the market price of NexTier's and Patterson-UTI's stock; (xiv) the level of, and obligations associated with, NexTier's and Patterson-UTI's indebtedness; and (xv) other risk factors and additional information. In addition, material risks that could cause actual results to differ from forward-looking statements include: the inherent uncertainty associated with financial or other projections; the prompt and effective integration of NexTier's businesses and the ability to achieve the anticipated synergies and value-creation contemplated by the proposed transaction; the risk associated with NexTier's and Patterson-UTI's ability to obtain the approval of the proposed transaction by their shareholders required to consummate the proposed transaction and the timing of the closing of the proposed transaction, including the risk that the conditions to the transaction are not satisfied on a timely basis or at all and the failure of the transaction to close for any other reason; the risk that a consent or authorization that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated; unanticipated difficulties or expenditures relating to the transaction, the response of business partners and retention as a result of the announcement and pendency of the transaction; and the diversion of management time on transaction-related issues. All such factors are difficult to predict and are beyond NexTier's or Patterson-UTI's control, including those
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detailed in NexTier's Annual Reports on Form 10-K, Quarterly Reports on Form
10-Q and Current Reports on Form 8-K that are available on NexTier's website at
www.nextierofs.com and on the website of the
Important Additional Information Regarding the Merger of Equals Will Be Filed
With the
In connection with the proposed transaction, Patterson-UTI intends to file with
the
Participants in the Solicitation
NexTier, Patterson-UTI and certain of their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. Information about the directors and
executive officers of NexTier is set forth in its proxy statement for its 2023
annual meeting of stockholders, which was filed with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description of Exhibit 2.1 Agreement and Plan of Merger, dated as ofJune 14, 2023 , by and among Patterson-UTI Energy, Inc.,Pecos Merger Sub Inc. ,Pecos Second Merger Sub LLC andNexTier Oilfield Solutions, Inc. 99.1 Joint Press Release, datedJune 15, 2023 . 99.2 Joint Investor Presentation, datedJune 15, 2023 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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