Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses
September 11 2023 - 5:12PM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Dated September 11, 2023
Registration No. 333-274345
Pricing Term Sheet
$400,000,000 7.15% Senior Notes due 2033
The information in this pricing term sheet supplements Patterson-UTI Energy, Inc.s preliminary prospectus
supplement, dated September 11, 2023 (the Preliminary Prospectus Supplement), and supersedes the information in the Preliminary Prospectus Supplement to the extent inconsistent with the information in the Preliminary Prospectus
Supplement. Terms used, but not defined, in this pricing term sheet have the respective meanings set forth in the Preliminary Prospectus Supplement. As used in this pricing term sheet, Issuer, we, our and
us refer to Patterson-UTI Energy, Inc. and not to its subsidiaries.
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Issuer: |
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Patterson-UTI Energy, Inc. |
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Ratings: (Moodys / S&P / Fitch)*: |
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Baa3 (Stable) / BBB- (Stable) / BBB- (Stable) |
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Security Type: |
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Senior Unsecured Notes |
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Pricing Date: |
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September 11, 2023 |
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Expected Settlement Date: |
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September 13, 2023, which is the second business day after the date of this pricing term sheet. |
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Maturity Date: |
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October 1, 2033 |
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Interest Payment Dates: |
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April 1 and October 1, beginning April 1, 2024 |
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Principal Amount: |
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$400,000,000 |
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Benchmark Treasury: |
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3.875% due August 15, 2033 |
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Benchmark Treasury Price / Yield: |
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96-23 / 4.284% |
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Spread to Benchmark Treasury: |
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+290 basis points |
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Yield to Maturity: |
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7.184% |
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Coupon: |
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7.150% |
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Public Offering Price: |
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99.753% of the principal amount |
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Optional Redemption Provisions: |
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Make-Whole Call: |
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Prior to July 1, 2033 (the Par Call Date), the redemption price will be equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted
to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate plus 45 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to, but excluding, the
redemption date |
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Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to
revision or withdrawal at any time. |
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Par Call: |
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On or after the Par Call Date, the redemption price will be equal to 100% of the principal amount of the notes being redeemed, plus accrued and unpaid interest thereon to, but not including, the applicable redemption date |
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Use of Proceeds: |
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The Issuer estimates that the net proceeds to it from this offering will be approximately $394.4 million, after deducting the underwriting discount and estimated offering expenses payable by the Issuer. The Issuer intends to
use the net proceeds to it from this offering to repay outstanding borrowings under its Credit Agreement and for general corporate purposes. See Use of Proceeds in the Preliminary Prospectus Supplement. |
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CUSIP / ISIN: |
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703481 AD3 / US703481AD36 |
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Joint Book-Running Managers: |
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Wells Fargo Securities, LLC |
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U.S. Bancorp Investments, Inc. |
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Goldman Sachs & Co. LLC |
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Senior Co-Managers: |
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Scotia Capital (USA) Inc. |
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HSBC Securities (USA) Inc. |
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Co-Managers: |
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BOK Financial Securities, Inc. |
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Comerica Securities, Inc. |
The Issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the U.S.
Securities and Exchange Commission (the SEC) for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus supplement for this offering (or, if available, the final prospectus
supplement), the Issuers prospectus in the registration statement (to which it relates) and any other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for
free by searching the SEC online data base (EDGAR) on the SEC web site at http://www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if
you request it from (i) Wells Fargo Securities, LLC by telephone at (800) 645-3751, by email at wfscustomerservice@wellsfargo.com, or by standard mail at 608
2nd Avenue South, Suite 1000, Minneapolis, MN 55402, Attention: WFS Customer Service; (ii) U.S. Bancorp Investments, Inc., by telephone at 1-877-558-2607 or by standard mail at 214 N. Tryon St., 26th Floor, Charlotte, North Carolina 28202, Attention: Credit Fixed Income; or (iii) Goldman
Sachs & Co. LLC by telephone at (866) 471-2526, by email at prospectus-ny@ny.email.gs.com, or by standard mail at 200 West Street, New York, NY 10282,
Attention: Prospectus Department.
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