Filed Pursuant to Rule 433
Issuer Free Writing Prospectus dated January 24, 2017
Relating to Preliminary Prospectus Supplement dated January 24, 2017
Registration Statement No. 333-215678
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Contact:
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Mike Drickamer
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Director, Investor Relations
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Patterson-UTI
Energy, Inc.
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(281)
765-7170
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Patterson-UTI
Energy Comments on Expected Fourth Quarter 2016
Results
HOUSTON January
23, 2017
PATTERSON-UTI
ENERGY,
INC.
(NASDAQ: PTEN)
today announced that based on a preliminary analysis of the financial results for the three months ended December 31, 2016, the Company expects revenues of approximately $247 million, Adjusted EBITDA of
approximately $44.0 million and a net loss of approximately $78.1 million, or $0.53 per share.
As of January 22, 2017, our
rig count was 77 rigs in the United States and two rigs in Canada compared to the month of December 2016 where we had an average of 71 drilling rigs operating in the United States and two rigs in Canada. Additionally, in pressure pumping, we
reactivated two frac spreads since
mid-December
at a cost of approximately $2 million per spread, including both operating and capital expenditures.
The Company expects to announce financial results for the quarter ended December 31, 2016 before the market opens on February 9,
2017. Management will host a conference call that same day at 9:00 a.m. Central Time. Participants can access the call by dialing (844)
498-0567
or (443)
961-0820
with
the passcode 20803660. The call will also be webcast and can be accessed through a link in the Investors section of the Companys website at
www.patenergy.com
. A replay of the conference call will be available on the Companys
website for two weeks.
All references to per share in this press release are diluted earnings per common share as defined
within Accounting Standards Codification Topic 260.
About
Patterson-UTI
Patterson-UTI
Energy, Inc. subsidiaries provide onshore contract drilling and pressure pumping services to exploration
and production companies in North America, and drilling rig pipe handling technology worldwide.
Patterson-UTI
Drilling Company LLC and its subsidiaries operate land-based drilling rigs in oil and natural gas
producing regions of the continental United States and western Canada. Universal Pressure
Pumping, Inc. and Universal Well Services, Inc. provide pressure pumping services primarily in Texas and the Appalachian region. Warrior Rig Technologies Limited provides pipe handling components
and related technology to drilling contractors around the world.
Location information about the Companys drilling rigs and their individual
inventories is available through the Companys website at
www.patenergy.com
.
Important Information for Investors and Stockholders
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or
approval. The proposed acquisition by
Patterson-UTI
Energy, Inc.
(Patterson-UTI)
of Seventy Seven Energy Inc. (Seventy Seven Energy) in an
all-stock
transaction (the proposed transaction) will be submitted to the stockholders of each of
Patterson-UTI
and Seventy Seven Energy for their consideration.
Patterson-UTI
has filed a Registration Statement on Form
S-4
that includes a prospectus and proxy statement jointly prepared by
Patterson-UTI
and Seventy Seven Energy. Seventy Seven Energy and
Patterson-UTI
may also file other documents with the Securities and Exchange Commission (the
SEC) regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS OF PATTERSON-UTI ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of the proxy statement/prospectus and other documents containing important information
about Seventy Seven Energy and
Patterson-UTI
once such documents are filed with the SEC through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by
Patterson-UTI
will be available free of charge on
Patterson-UTIs
website at www.patenergy.com under the tab Investors and then through the link titled
SEC Filings or by contacting
Patterson-UTIs
Investor Relations Department by email at
investrelations@patenergy.com
, or by phone at (281)
765-7100.
Copies of the documents filed with the SEC by Seventy Seven Energy will be available free of charge on Seventy Seven Energys website at
www.77nrg.com
under the tab Investors
and then through the link titled SEC Filings or by contacting Seventy Seven Energys Investor Relations Department by email at
IR@77nrg.com
or by phone at (405)
608-7730.
Participants in the Solicitation
Patterson-UTI,
Seventy Seven Energy and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of
Patterson-UTI
in connection with the proposed transaction. Information about the directors and executive officers of
Patterson-UTI
is set forth in the Proxy Statement on
Schedule 14A for
Patterson-UTIs
2015 annual meeting of shareholders, which was filed with the SEC on April 15, 2016. Information about the directors and executive officers of Seventy Seven Energy is
set forth in the 2015 Annual Report on
Form
10-K/A
for Seventy Seven Energy, which was filed with the SEC on April 29, 2016. These documents can be obtained free of charge from the sources
indicated above. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other
relevant materials to be filed with the SEC when they become available.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements which are protected as forward-looking statements under the Private Securities Litigation Reform Act of
1995 that are not limited to historical facts, but reflect
Patterson-UTIs
current beliefs, expectations or intentions regarding future events. Words such as may, will,
could, should, expect, plan, project, intend, anticipate, believe, estimate, predict, potential,
pursuant, target, continue, and similar expressions are intended to identify such forward-looking statements. The statements in this press release that are not historical statements, including statements regarding
Patterson-UTIs
future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts, are forward-looking statements within the
meaning of the federal securities laws. These statements are subject to numerous risks and uncertainties, many of which are beyond
Patterson-UTIs
control, which could cause actual results to differ
materially from the results expressed or implied by the statements. These risks and uncertainties include, but are not limited to: volatility in customer spending and in oil and natural gas prices, which could adversely affect demand for
Patterson-UTIs
services and their associated effect on rates, utilization, margins and planned capital expenditures; global economic conditions; excess availability of land drilling rigs and pressure pumping
equipment, including as a result of low commodity prices, reactivation or construction; liabilities from operations; decline in, and ability to realize, backlog; equipment specialization and new technologies; adverse industry conditions; adverse
credit and equity market conditions; difficulty in building and deploying new equipment; difficulty in integrating acquisitions; shortages, delays in delivery and interruptions of supply of equipment, supplies and materials; weather; loss of, or
reduction in business with, key customers; legal proceedings; ability to effectively identify and enter new markets; governmental regulation; and ability to retain management and field personnel.
Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from
time to time in
Patterson-UTIs
SEC filings.
Patterson-UTIs
filings may be obtained by contacting
Patterson-UTI
or the
SEC or through
Patterson-UTIs
web site at http://www.patenergy.com or through the SECs Electronic Data Gathering and Analysis Retrieval System (EDGAR) at http://www.sec.gov.
Patterson-UTI
undertakes no obligation to publicly update or revise any forward-looking statement.
Patterson-UTI
has prepared the preliminary financial data for the fourth quarter of 2016 presented in this press release based on the most current information available to management.
Patterson-UTIs
normal financial reporting processes with respect to this
preliminary financial data have not been fully completed, and thus actual financial results could be different from this preliminary financial data, and any differences could be material. You are
cautioned not to place undue reliance on these estimates.
Patterson-UTI
has previously indicated that, while it
has the financial resources to repay Seventy Seven Energys indebtedness to be assumed upon completion of the pending merger,
Patterson-UTI
also expects to issue additional equity in connection with the
proposed transaction in order to maintain
Patterson-UTIs
historically conservative capital
structure. Patterson-UTI
may file a registration statement
(including a prospectus) with the SEC for any such offering of equity securities to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents
Patterson-UTI
has filed with the SEC for more complete information about
Patterson-UTI
and any such offering. You may get these documents for free by visiting EDGAR on
the SEC Web site at
www.sec.gov
. Alternatively,
Patterson-UTI
will arrange to send you the prospectus after filing if you request it by contacting
Patterson-UTIs
Investor Relations Department by email at
investrelations@patenergy.com
, or by phone at (281)
765-7100.
PATTERSON-UTI
ENERGY, INC.
Non-U.S.
GAAP Financial Measures
(unaudited, dollars in thousands)
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Three Months Ended
December 31, 2016
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Reconciliation of Adjusted EBITDA to net loss (1):
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Net loss
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$
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(78,122
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Income tax benefit
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(43,677
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)
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Net interest expense
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8,590
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Depreciation, depletion, amortization and impairment
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157,225
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Adjusted EBITDA
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$
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44,016
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(1)
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Adjusted EBITDA is not defined by accounting principles generally accepted in the United States of America (U.S. GAAP). We present Adjusted EBITDA (a
non-U.S.
GAAP
measure) because we believe it provides additional information with respect to both the performance of our fundamental business activities and our ability to meet our capital expenditures and working capital requirements. Adjusted EBITDA should not
be construed as an alternative to the U.S. GAAP measure of net income (loss).
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