Item 1.01 Entry into a Material Definitive Agreement.
On January
10, 2018,
Patterson-UTI
Energy, Inc. (the Company) and its
subsidiaries Patterson Petroleum LLC,
Patterson-UTI
Drilling Company LLC,
Patterson-UTI
Management Services, LLC, Universal Pressure Pumping, Inc., Drilling Technologies
1 LLC, Drilling Technologies 2 LLC, Warrior Rig Technologies US LLC, Seventy Seven Energy LLC, Seventy Seven Operating LLC, Great Plains Oilfield Rental, L.L.C., PTL Prop Solutions, L.L.C., Seventy Seven Land Company LLC and MS Directional, LLC
(each, a Guarantor and, collectively, the Guarantors) entered into a purchase agreement (the Purchase Agreement), with several initial purchasers listed therein, relating to the sale by the Company of
$525 million aggregate principal amount of the Companys 3.95% Senior Notes due 2028 (the Notes) to be guaranteed on a senior unsecured basis by the Guarantors (the Offering).
The Notes are being issued in a private offering that is exempt from, or not subject to, the registration requirements of the Securities Act
of 1933 (the Securities Act) to qualified institutional buyers in accordance with Rule 144A and to persons outside of the United States pursuant to Regulation S under the Securities Act. Subject to customary closing conditions, the
sale of the Notes is expected to close on January 19, 2018.
The Purchase Agreement contains customary representations, warranties
and agreements by the Company and the Guarantors. In addition, the Company and the Guarantors have agreed to indemnify the initial purchasers against certain liabilities, including liabilities under the Securities Act, or to contribute to payments
the initial purchasers may be required to make in respect of those liabilities. Furthermore, the Company has agreed with the initial purchasers not to offer or sell any similar debt securities for a period of 45 days after the closing date without
the prior written consent of the representatives of the initial purchasers.
The Company intends to use the net proceeds from the Offering
to repay amounts outstanding under its existing credit agreement and for general corporate purposes.
Certain of the initial purchasers
and their respective affiliates have provided, and may in the future provide, a variety of services to us and to persons and entities with relationships with us, for which they received or will receive customary fees and expenses. Specifically,
certain of the initial purchasers or their respective affiliates are lenders, arrangers and/or agents under our credit agreement, and have and/or will receive fees, expense reimbursements and interest payments in connection therewith. An affiliate
of Wells Fargo Securities, LLC is expected to be the trustee under the indenture governing the Notes.
The foregoing description of the
Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 10.1.