Current Report Filing (8-k)
January 24 2017 - 4:18PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): January 24, 2017
PATTERSON-UTI
ENERGY, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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0-22664
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75-2504748
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(State or other jurisdiction
of incorporation or organization)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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10713 West Sam Houston Pkwy N.,
Suite 800
Houston,
Texas
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77064
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(Address of principal executive offices)
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(Zip Code)
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(281)
765-7100
Registrants telephone number, including area code
Not Applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement.
Credit Facility Commitment Increase
On January 24, 2017, Patterson-UTI Energy, Inc. (the Company and our) entered into an agreement with certain lenders
under its revolving credit facility to exercise approximately $95.8 million of the $100 million commitment increase feature available thereunder in order to increase the aggregate commitments under the revolving credit facility to approximately
$595.8 million. The effectiveness of the aggregate commitment increase is subject to certain conditions, including the consummation of our previously announced merger with Seventy Seven Energy Inc. (SSE), the repayment and termination of
the SSE credit facility and an offering of the Companys common stock that results in gross offering proceeds to the Company of not less than $300 million by May 31, 2017, as well as other customary conditions.
The foregoing is qualified in its entirety by reference to the Commitment Increase Agreement, dated as of January 24, 2017, by and among the
Company, certain subsidiaries of the Company party thereto, Wells Fargo Bank, N.A., as administrative agent, issuer of letter of credit and swing line lender and the other lenders party thereto, a copy of which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description of Exhibit
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10.1
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Commitment Increase Agreement, dated as of January 24, 2017, by and among the Company, certain subsidiaries of the Company party thereto, Wells Fargo Bank, N.A., as administrative agent, issuer of letter of credit and swing line
lender and the other lenders party thereto.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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PATTERSON-UTI
ENERGY, INC.
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By:
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/s/ John E. Vollmer III
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Name:
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John E. Vollmer III
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Title:
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Senior Vice President Corporate Development, Chief Financial Officer and Treasurer
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January 24, 2017
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EXHIBIT INDEX
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Exhibit No.
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Description of Exhibit
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10.1
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Commitment Increase Agreement, dated as of January 24, 2017, by and among the Company, certain subsidiaries of the Company party thereto, Wells Fargo Bank, N.A., as administrative agent, issuer of letter of credit and swing line
lender and the other lenders party thereto.
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