SEVENTY SEVEN ENERGY INC. (“SSE”) and PATTERSON-UTI ENERGY, INC.
(NASDAQ: PTEN) (“Patterson-UTI”) announced today that SSE was
extending the deadline for holders of its outstanding warrants to
exercise those warrants in advance of the consummation of the
merger contemplated by the previously announced Agreement and Plan
of Merger (the “Merger Agreement”) dated as of December 12, 2016,
by and among SSE, Patterson-UTI, and Pyramid Merger Sub, Inc.
Under the terms of Warrant Agreement, dated as of August 1, 2016
(the “Warrant Agreement”), among SSE, Computershare Inc., a
Delaware corporation, and its wholly owned subsidiary,
Computershare Trust Company, N.A., a federally chartered trust
company, the holders of warrants had until ten business days prior
to the consummation of the merger to exercise their respective
warrants in accordance with the Warrant Agreement, with any
warrants not exercised by that date being terminated.
Given the meaningful number of in-the-money Series A warrants
that have not been exercised, SSE and Patterson-UTI have determined
that it is appropriate for SSE to extend the final deadline for
warrant holders to exercise their warrants to April 14, 2017 at 5
pm Eastern time. All other provisions of the Warrant Agreement
remain unmodified and in full force and effect.
SSE and Patterson-UTI do not believe that the extension of this
deadline will impact the consummation of the merger, which is
expected to occur on April 20, 2017.
About Seventy Seven Energy Inc.
Headquartered in Oklahoma City, SSE provides a wide range of
wellsite services and equipment to U.S. land-based exploration and
production customers. SSE’s services include drilling, hydraulic
fracturing and oilfield rentals and its operations are
geographically diversified across many of the most active oil and
natural gas plays in the onshore U.S., including the Anadarko and
Permian basins and the Eagle Ford, Haynesville, Marcellus, Niobrara
and Utica shales.
About Patterson-UTI
Patterson-UTI is an oilfield services company that primarily
owns and operates in the United States one of the largest fleets of
land-based drilling rigs and a large fleet of pressure pumping
equipment. Our contract drilling business operates in the
continental United States and western Canada, and our pressure
pumping business operates primarily in Texas and the Appalachian
region. We also provide drilling rig pipe handling technology to
drilling contractors in North America and other select markets. In
addition, we own and invest as a non-operating working interest
owner in oil and natural gas assets that are primarily located in
Texas and New Mexico. Location information about the Company's
drilling rigs and their individual inventories is available through
the Company's 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 acquisition by Patterson-UTI of
SSE in an all-stock transaction (the “proposed
transaction”) will be submitted to the stockholders of each
of Patterson-UTI and SSE for their consideration. SSE and
Patterson-UTI have jointly prepared and mailed to their respective
stockholders a prospectus and proxy statement with respect to the
proposed transaction. SSE and Patterson-UTI may also file
other documents with the Securities and Exchange Commission (the
“SEC”) regarding the proposed transaction.
INVESTORS AND SECURITY HOLDERS 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 SSE 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-UTI’s website at www.patenergy.com under the
tab “Investors” and then through the link titled “SEC Filings” or
by contacting Patterson-UTI’s 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 SSE will be available free of charge on SSE’s website at
www.77nrg.com under the tab “Investors” and then through the link
titled “SEC Filings” or by contacting SSE’s Investor Relations
Department at IR@77nrg.com, or by phone at (405) 608-7730.
Participants in the Solicitation
Patterson-UTI, SSE 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 2016 Annual Report
on Form 10-K/A for Patterson-UTI, which was
filed with the SEC on March 13, 2017. Information about the
directors and executive officers of SSE is set forth in the 2015
Annual Report on Form 10-K/A for SSE, which was filed
with the SEC on April 29, 2016 and the Current Report on
Form 8-K for SSE, which was filed with the SEC on
August 1, 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-UTI’s current
beliefs, expectations or intentions regarding future events. Words
such as “anticipate,” “believe,” “budgeted,” “continue,” “could,”
“estimate,” “expect,” “intend,” “may,” “plan,” “predict,”
“potential,” “project,” “pursue,” “should,” “strategy,” “target,”
or “will,” 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
the expected timetable for completing the proposed transaction,
benefits and synergies of the proposed transaction, costs and other
anticipated financial impacts of the proposed transaction; the
combined company’s plans, objectives, future opportunities for the
combined company and services, future financial performance and
operating results and any other statements
regarding Patterson-UTI’s and SSE’s 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-UTI’s or SSE’s 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: failure to obtain
the required votes of Patterson-UTI’s or SSE’s
stockholders; the timing to consummate the proposed transaction;
satisfaction of the conditions to closing of the proposed
transaction may not be satisfied or that the closing of the
proposed transaction otherwise does not occur; the risk that a
regulatory approval that may be required for the proposed
transaction is not obtained or is obtained subject to conditions
that are not anticipated; the diversion of management time on
transaction-related issues; the ultimate timing, outcome and
results of integrating the operations
of Patterson-UTI and SSE following the consummation of
the proposed transaction; the effects of the business combination
of Patterson-UTI and SSE following the consummation of
the proposed transaction, including the combined company’s future
financial condition, results of operations, strategy and plans;
potential adverse reactions or changes to business relationships
resulting from the announcement or completion of the proposed
transaction; expected synergies and other benefits from the
proposed transaction and the ability of Patterson-UTI to
realize such synergies and other benefits; expectations regarding
regulatory approval of the transaction; results of litigation,
settlements and investigations; actions by third parties, including
governmental agencies; volatility in customer spending and in oil
and natural gas prices, which could adversely affect demand
for Patterson-UTI’s 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; weather; decline in, and ability to realize, backlog;
equipment specialization and new technologies; shortages, delays in
delivery and interruptions of supply of equipment and materials;
ability to hire and retain personnel; loss of, or reduction in
business with, key customers; difficulty with growth and in
integrating acquisitions; governmental regulation; product
liability; legal proceedings; political, economic and social
instability risk; ability to effectively identify and enter new
markets; cybersecurity risk; dependence on our subsidiaries to meet
our long-term debt obligations; variable rate indebtedness risk;
and anti-takeover measures in our charter documents. 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-UTI’s and SSE’s
SEC filings. Patterson-UTI’s filings may be obtained by
contacting Patterson-UTI or the SEC or
through Patterson-UTI’s web site at
http://www.patenergy.com or through the SEC’s Gathering and
Analysis Retrieval System (EDGAR) at http://www.sec.gov. SSE’s
filings may be obtained by contacting SSE or the SEC or through
SSE’s web site at www.77nrg.com or through
EDGAR. Patterson-UTI and SSE undertake no obligation to
publicly update or revise any forward-looking statement.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20170410006298/en/
Seventy Seven Energy Inc.Bob Jarvis, 405-608-7777Investor
RelationsIR@77nrg.comorPatterson-UTI Energy, Inc.Mike Drickamer,
281-765-7170Vice President, Investor Relations
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