공시 • Sep 02
Patterson-UTI Energy, Inc. (NasdaqGS:PTEN) completed the acquisition of NexTier Oilfield Solutions Inc. (NYSE:NEX) from Cerberus Capital Management, L.P., Keane Investor Holdings LLC and others in a merger of equals.
Patterson-UTI Energy, Inc. (NasdaqGS:PTEN) entered into a definitive agreement to acquire NexTier Oilfield Solutions Inc. (NYSE:NEX) from Cerberus Capital Management, L.P., Keane Investor Holdings LLC and others for $2 billion in a merger of equals on June 14, 2023. Under the terms of the agreement, NexTier shareholders will receive 0.7520 shares of Patterson-UTI common stock for each share of NexTier common stock owned. Each outstanding NexTier stock option will convert into a stock option relating to shares of Patterson-UTI common stock, each outstanding NexTier performance share award will convert into a Patterson-UTI performance share award relating to shares of Patterson-UTI common stock, each outstanding NexTier restricted stock unit award will convert into a Patterson-UTI restricted stock unit award relating to shares of common stock, and each outstanding NexTier restricted stock award will convert into a restricted stock award relating to shares of Patterson-UTI common stock. Upon closing of the transaction, Patterson-UTI shareholders will own approximately 55% and NexTier shareholders will own approximately 45% of the combined company on a fully diluted basis. The merger is expected to be tax-free to shareholders of both companies.
The combined company will operate under the name Patterson-UTI Energy, Inc. and trade under the ticker symbol PTEN. The Well Completions business will operate under the NexTier Completions brand. Upon consummation of the transaction, NexTier will be a wholly owned subsidiary of Patterson-UTI. Patterson-UTI would be required to pay NexTier a termination fee of $72.98 million, in case the transaction is terminated by Patterson-UTI, and, NexTier would be required to pay Patterson-UTI a termination fee of $60.875 million, in case NexTier terminates the transaction. Upon close, Andy Hendricks, President and Chief Executive Officer of Patterson-UTI, will serve as President and Chief Executive Officer of the combined company and Robert Drummond, President and Chief Executive Officer of NexTier, will become Vice Chair of the combined company’s Board. Curtis Huff, Patterson-UTI’s current Chair of the Board, will serve as Chair of the combined company’s Board. Post completion, the combined company’s Board will comprise 11 directors, six of whom will be from the Patterson-UTI Board, including Andy Hendricks, and five of whom will be from the NexTier Board, which will include the President and Chief Executive Officer of NexTier. The combined company’s corporate headquarters will remain in Houston, Texas.
The transaction is subject to Patterson-UTI and NexTier shareholder approval, regulatory approvals, the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act having expired or been terminated, approval for listing of Patterson-UTI common stock to be issued in accordance with the terms of the merger agreement on the Nasdaq, registration statement on Form S-4, to be filed with the United States Securities and Exchange Commission (the “ SEC ”) by Patterson-UTI, having been declared effective by the SEC and satisfaction of other customary closing conditions. The transaction has been unanimously approved by the boards of directors of both companies. As of July 28, 2023, UTI Energy, Inc. and NexTier Oilfield Solutions Inc. announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"). Registration statement was declared effective on July 31, 2023. A steering committee has been formed consisting of members from both NexTier as well as Patterson to oversee the integration. In connection with transaction, Keane Investor Holdings and Cerberus Capital Management, L.P. have entered into support agreement to facilitate the transaction. Shareholders of Patterson-UTI and NexTier approved the transaction on August 30, 2023 at separate special meetings. The merger is expected to close in the fourth quarter of 2023. As of August 30, 2023, the transaction is expected to close on September 1, 2023. The transaction is expected to be accretive to earnings per share and free cash flow per share in 2024.
Goldman Sachs & Co. LLC acted as financial advisor and fairness opinion provider, and Tull R. Florey of Gibson, Dunn & Crutcher LLP acted as legal advisor to Patterson-UTI. Moelis & Company LLC acted as financial advisor fairness opinion provider, and Julian J. Seiguer, Sean T. Wheeler, Adam D. Larson, and Camille Walker of Kirkland & Ellis LLP acted as legal advisor to NexTier. Goldman Sachs & Co. LLC and Gibson, Dunn & Crutcher LLP acted as due diligence providers to Patterson-UTI. Moelis & Company LLC and Kirkland & Ellis LLP acted as due diligence providers to NexTier. Continental Stock Transfer & Trust Company acted as registrar and transfer agent to Patterson-UTI. American Stock Transfer & Trust Company, LLC acted as registrar and transfer agent to NexTier. NexTier has retained Morrow Sodali, LLC as its proxy solicitor to assist in the solicitation of proxies. For these proxy solicitation services, Morrow Sodali, LLC will receive an estimated fee of approximately $30,000, plus reasonable out-of-pocket expenses and fees for any additional services. Patterson-UTI has retained MacKenzie Partners, Inc. as its proxy solicitor to assist in the solicitation of proxies. For these proxy solicitation services, MacKenzie Partners, Inc. will receive an estimated fee of approximately $15,000, plus reasonable out-of-pocket expenses and fees for any additional services. Patterson-UTI has agreed to pay Goldman Sachs a transaction fee of approximately $17 million, $3 million of which became payable upon the announcement of the mergers, and the remainder of which is contingent upon consummation of the mergers. NexTier agreed to pay Moelis certain fees for its services, including an opinion fee of $4 million upon delivery of its opinion and a transaction fee of $14 million upon consummation of the mergers. The opinion fee is offset against the transaction fee.
Patterson-UTI Energy, Inc. (NasdaqGS:PTEN) completed the acquisition of NexTier Oilfield Solutions Inc. (NYSE:NEX) from Cerberus Capital Management, L.P., Keane Investor Holdings LLC and others in a merger of equals on September 1, 2023. The combined company's management team includes: Andy Hendricks, President and Chief Executive Officer; Andy Smith, Executive Vice President and Chief Financial Officer; Mike Holcomb, Executive Vice President and Chief Business Officer; Matt Gillard, President of NexTier Completion Solutions; Ken Berns, Executive Vice President and Chief Commercial Officer; Seth Wexler, Senior Vice President, General Counsel and Secretary; and Kenny Pucheu, Chief Integration Officer. Patterson-UTI's Board includes the following 11 members, six of whom are from the Patterson-UTI Board and five of whom are from the NexTier Board: Curtis Huff, Chairman; Robert Drummond, Vice Chairman; Andy Hendricks; Leslie A. Beyer; Tiffany (TJ) Thom Cepak; Gary M. Halverson; Cesar Jaime; Janeen S. Judah; Amy H. Nelson; Julie J. Robertson; and James C. Stewart.