Patterson-UTI Energy, Inc. (NasdaqGS:PTEN) entered into a definitive agreement to acquire Ulterra Drilling Technologies, L.P. from affiliates of Blackstone Energy Partners for approximately $810 million on July 3, 2023. As part of the transaction Patterson-UTI will acquire Ulterra Drilling Technologies, L.P. from affiliates of Blackstone Energy Partners on a debt-free basis for aggregate consideration of $370 million of cash and 34.9 million shares of Patterson-UTI common stock. In addition, an earnout consideration, providing that, if the trading price of Patterson-UTI Common Stock is less than $10.90 per share, then the Stockholder may, subject to the terms and conditions of the Merger Agreement, be entitled to receive additional consideration based on the performance of Ulterra during 2024 in an aggregate amount up to $14.025. Patterson-UTI intends to fund the $370 million cash consideration using cash on hand and Patterson-UTI's revolving line of credit. The Ulterra business will continue to operate under the name Ulterra, and its headquarters will remain in Fort Worth, Texas.

In connection with the transaction, Blackstone has entered into a voting agreement with NexTier Oilfield Solutions, whereby Blackstone will vote the shares of Patterson-UTI issued in the transaction and held by the stockholder at the time of the Patterson-UTI special meeting in a manner to facilitate the consummation of the merger between Patterson-UTI and NexTier. Transaction is subject to customary closing conditions and receipt of required regulatory approvals, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Act and the approval for listing of Patterson-UTI Common Stock to be issued in accordance with the terms of the Merger Agreement on the Nasdaq. The Board of Directors of all parties have unanimously approved the transaction. The transaction is expected to close in the third quarter of 2023. The Ulterra business will continue to operate under the name Ulterra, and its headquarters will remain in Fort Worth, Texas. Tull R. Florey of Gibson, Dunn & Crutcher LLP acted as legal advisor to Patterson-UTI. Cyril Jones, P.C., Rhett Van Syoc, P.C.,James Long, Michael W. Rigdon, P.C.; Billy Vranish; Mark Dundon, P.C.; Rebecca Leigh Fine; Stephen M. Jacobson, P.C.; Brandon A. Newman, Paul David Fife and Josh Teahen of Kirkland & Ellis LLP acted as legal advisor to Ulterra. Wells Fargo Corporation acted as the financial advisor to Ulterra. Piper Sandler & Co. acted as financial advisor to Ulterra Drilling Technologies.

Patterson-UTI Energy, Inc. (NasdaqGS:PTEN) completed the acquisition of Ulterra Drilling Technologies, L.P. from affiliates of Blackstone Energy Partners on August 14, 2023. In connection with the consummation of the Mergers, Patterson-UTI paid aggregate consideration of 34.9 million shares of common stock, par value $0.01 per share, of Patterson-UTI and an amount of cash equal to $370 million, as adjusted for customary purchase price adjustments set forth in the Merger Agreement relating to cash, net working capital, indebtedness and transaction expenses of Ulterra as of the closing of the Transactions. Patterson-UTI funded the Cash Consideration with cash on hand and borrowings under its revolving credit facility in an amount equal to $325 million.