Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): August 30, 2023

NexTier Oilfield Solutions Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-37988

38-4016639

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3990 Rogerdale Rd

Houston,

Texas

77042

(Address of Principal Executive Offices)

(Zip Code)

(713) 325-6000

(Registrant’s telephone number, including area code)

n/a

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



☒			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.01, par value	NEX	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 5.07 Submission of Matters to Vote of Security Holders.

On August 30, 2023, NexTier Oilfield Solutions Inc. (the “Company” or “NexTier”) held a special meeting of the Company’s stockholders in connection with its previously announced merger with Patterson-UTI Energy, Inc. (“Patterson-UTI”). A total of 208,603,449 shares of common stock, or approximately 91.27% of the voting power of the shares entitled to vote at the meeting, were present in person or represented by proxy, constituting a quorum for the transaction of business.

At the NexTier special meeting, NexTier’s stockholders voted on the following three proposals:

1.a proposal to adopt the Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 14, 2023, and amended as of July 27, 2023, by and among Patterson-UTI, the Company, Pecos Merger Sub Inc. and Pecos Second Merger Sub LLC (the “merger proposal”);

2.a proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers in connection with the mergers (the “compensation proposal”); and

3.a proposal to approve the adjournment of the special meeting to solicit additional proxies if there are not sufficient votes at the time of the meeting to adopt the Merger Agreement (the “adjournment proposal”).

For more information about the foregoing proposals, see the definitive joint proxy statement the Company filed with the U.S. Securities and Exchange Commission on July 31, 2023.

The Company’s stockholders approved the merger proposal and the compensation proposal by the following votes:


Proposal	For	Against	Abstain	Broker Non-Votes
Merger Proposal	207,455,941	707,067	320,728	0
Compensation Proposal	204,323,930	3,933,240	226,566	0

Because the Company’s stockholders approved the merger proposal, the vote on the adjournment of the special meeting was not called.

Item 7.01 Regulation FD Disclosure.

On August 30, 2023, NexTier and Patterson-UTI issued a joint press release announcing the results of their respective stockholder meetings. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated by reference herein.

The information furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, shall not otherwise be subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of this press release and these slides is not intended to constitute a representation that such information is required by Regulation FD or that the materials they contain include material information that is not otherwise publicly available.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.						Description of Exhibit
99.1						Joint Press Release, dated August 30, 2023.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

Important Additional Information Regarding the Merger of Equals Will Be Filed With the SEC

In connection with the proposed transaction, Patterson-UTI filed with the SEC initially on July 17, 2023 a registration statement on Form S-4 (File No. 333-273295), which includes a joint proxy statement of NexTier and Patterson-UTI that also constitutes a prospectus of Patterson-UTI. On July 31, 2023, Patterson-UTI filed a final prospectus with the SEC, and NexTier filed a definitive joint proxy statement with the SEC, each relating to the proposed transaction. No offering of securities shall be made, except by means of the final prospectus. The definitive joint proxy statement/prospectus was mailed to stockholders of Patterson-UTI and NexTier on or about August 1, 2023. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and stockholders can obtain free copies of these documents and other documents containing important information about NexTier and Patterson-UTI once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by NexTier will be available free of charge on NexTier’s website at www.nextierofs.com or by contacting NexTier’s Investor Relations Department by phone at (346) 242-0519. 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 or by contacting Patterson-UTI’s Investor Relations Department by phone at (281) 765-7170.

No Offer or Solicitation

This Current Report on Form 8-K is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



			NEXTIER OILFIELD SOLUTIONS INC.
Dated: August 30, 2023			/s/ Kevin McDonald
			Name: Kevin McDonald
			Title: Executive Vice President, Chief Administrative Officer & General Counsel

Filed by Patterson-UTI Energy, Inc. pursuant to

Rule 425 under the Securities Act of 1933

Subject Company: NexTier Oilfield Solutions Inc.

Commission File No. 1-37988


The following joint press release was issued by Patterson-UTI and NexTier on August 30, 2023:

Shareholders of Patterson-UTI Energy and NexTier Oilfield Solutions Approve Merger of Equals

HOUSTON, August 30, 2023-- Patterson-UTI Energy, Inc. (NASDAQ: PTEN) (“Patterson-UTI”) and NexTier Oilfield Solutions Inc. (NYSE: NEX) (“NexTier”) today announced that, at separate special meetings held earlier today, both companies’ shareholders voted in favor of all proposals necessary for the closing of the previously announced all-stock merger of equals transaction.

Andy Hendricks, Chief Executive Officer of Patterson-UTI, commented, “We are pleased with the overwhelming support of shareholders for our pending transaction with NexTier. Today’s shareholder approval is an important milestone in the process of bringing together our complementary organizations. We look forward to closing the transaction and creating a leading drilling and completions provider.”

Robert Drummond, President and Chief Executive Officer of NexTier, added, “We appreciate that our shareholders recognize the significant value of this transaction and the compelling upside potential of the combined NexTier and Patterson-UTI platform. We look forward to uniting the talent and expertise of our teams to unlock the considerable opportunities ahead for our shareholders and customers.”

At the special meeting of Patterson-UTI stockholders held today, more than 93 percent of the outstanding shares of Patterson-UTI common stock were represented, and more than 99 percent of the votes cast were in favor of the merger-related proposals. At the NexTier special meeting of stockholders also held today, more than 90 percent of the outstanding shares of NexTier common stock were represented, and more than 97 percent of the votes cast were in favor of the merger-related proposals.

Patterson-UTI and NexTier will each file the final vote results for their respective special meetings on a Form 8-K with the U.S. Securities and Exchange Commission. The merger remains subject to satisfaction of other customary closing conditions and is expected to close on September 1, 2023.

Under the terms of the previously announced merger agreement, NexTier shareholders will receive a fixed exchange ratio of 0.7520 shares of Patterson-UTI common stock for each share of NexTier common stock owned.

About Patterson-UTI Energy, Inc.

Patterson-UTI is a leading provider of oilfield services and products to oil and natural gas exploration and production companies in the United States and other select countries, including contract drilling, pressure pumping and directional drilling services. For more information, visit www.patenergy.com.

About NexTier Oilfield Solutions Inc.

Headquartered in Houston, Texas, NexTier is an industry-leading U.S. land oilfield service company, with a diverse set of well completion and production services across active and demanding basins. Our integrated solutions approach delivers efficiency today, and our ongoing commitment to innovation helps our customers better address what is coming next. NexTier is differentiated through four points of distinction, including safety performance, efficiency, partnership and innovation. At NexTier, we believe in living our core values from the basin to the boardroom, and helping customers win by safely unlocking affordable, reliable and plentiful sources of energy.

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 Patterson-UTI’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 control, which could cause actual results to differ materially from the results expressed or implied by the statements. The statements include, without limitation, projections as to the anticipated benefits of the proposed transaction, the impact of the proposed transaction on Patterson-UTI’s and NexTier’s businesses and future financial and operating results, the amount and timing of synergies from the proposed transaction, the combined company’s projected revenues, adjusted EBITDA and cash flow, accretion, business and employee opportunities, capital return policy, and the closing date for the proposed transaction, are based on management’s estimates, assumptions and projections, and are subject to significant uncertainties and other factors, many of which are beyond Patterson-UTI’s control. These factors and risks include, but are not limited to: adverse oil and natural gas industry conditions; global economic conditions, including inflationary pressures and risks of economic downturns or recessions in the United States and elsewhere; volatility in customer spending and in oil and natural gas prices that could adversely affect demand for Patterson-UTI’s services and their associated effect on rates; excess availability of land drilling rigs, pressure pumping and directional drilling equipment, including as a result of reactivation, improvement or construction; competition and demand for Patterson-UTI’s services; the impact of the ongoing conflict in Ukraine; strength and financial resources of competitors; utilization, margins and planned capital expenditures; liabilities from operational risks for which Patterson-UTI does not have and receive full indemnification or insurance; operating hazards attendant to the oil and natural gas business; failure by customers to pay or satisfy their contractual obligations (particularly with respect to fixed-term contracts); the ability to realize backlog; specialization of methods, equipment and services and new technologies, including the ability to develop and obtain satisfactory returns from new technology; the ability to retain management and field personnel; loss of key customers; shortages, delays in delivery, and interruptions in supply, of equipment and materials; cybersecurity events; synergies, costs and financial and operating impacts of acquisitions; difficulty in building and deploying new equipment; governmental regulation; climate legislation, regulation and other related risks; environmental, social and governance practices, including the perception thereof; environmental risks and ability to satisfy future environmental costs; technology-related disputes; legal proceedings and actions by governmental or other regulatory agencies; the ability to effectively identify and enter new markets; public health crises, pandemics and epidemics; weather; operating costs; expansion and development trends of the oil and natural gas industry; ability to obtain insurance coverage on commercially reasonable terms; financial flexibility; interest rate volatility; adverse credit and equity market conditions; availability of capital and the ability to repay indebtedness when due; our return of capital to stockholders; stock price volatility; and compliance with covenants under Patterson-UTI’s debt agreements. In addition, material risks that could cause actual results to differ from forward-looking statements include: the inherent uncertainty associated with financial or other projections; the prompt and effective integration of Patterson-UTI’s and NexTier’s businesses and the ability to achieve the anticipated synergies and value-creation contemplated by the proposed transaction; the timing of the closing of the proposed transaction, including the risk that the conditions to the transaction are not satisfied on a timely basis or at all and the failure of the transaction to close for any other reason; unanticipated difficulties or expenditures relating to the transaction, the response of business partners and retention as a result of the announcement and pendency of the transaction; and the diversion of management time on transaction-related issues.

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 SEC filings. Patterson-UTI’s filings may be obtained by contacting Patterson-UTI or the SEC or through Patterson-UTI’s website at http://www.patenergy.com or through the SEC’s 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.

Important Information for Stockholders

In connection with the proposed merger, Patterson-UTI has filed, and the SEC declared effective on July 31, 2023, a registration statement on Form S-4 (the “Registration Statement”), which contains a joint proxy statement of Patterson-UTI and NexTier and a prospectus of Patterson-UTI (the “Joint Proxy Statement/Prospectus”). Patterson-UTI and NexTier commenced the mailing of the Joint Proxy Statement/Prospectus to Patterson-UTI’s stockholders and NexTier’s stockholders on or about August 1, 2023. Each of Patterson-UTI and NexTier also may file other relevant documents with the SEC regarding the proposed merger. No offering of securities shall be made, except by means of the Joint Proxy Statement/Prospectus. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors and shareholders are able to obtain free copies of these documents and other documents containing important information about Patterson-UTI and NexTier once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Patterson-UTI are available free of charge on Patterson-UTI’s website at http://www.patenergy.com or by contacting Patterson-UTI’s Investor Relations Department by phone at (281) 765-7170. Copies of the documents filed with the SEC by NexTier are available free of charge on NexTier’s website at https://nextierofs.com or by contacting NexTier’s Investor Relations Department by phone at (346) 242-0519.

No Offer or Solicitation

This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed merger or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.

Contact

Mike Drickamer

Patterson-UTI Vice President, Investor Relations

(281) 765-7170

Michael Sabella

NexTier Vice President, Investor

Relations and Business Development

(281) 765-7170

Media for Transaction:

Joele Frank, Wilkinson Brimmer Katcher

PTEN-NEXMedia@joelefrank.com

212-355-4449

Cover	Aug. 30, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 30, 2023
Entity Registrant Name	NexTier Oilfield Solutions Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-37988
Entity Tax Identification Number	38-4016639
Entity Address, Address Line One	3990 Rogerdale Rd
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77042
Entity Address, City or Town	Houston,
City Area Code	713
Local Phone Number	325-6000
Title of 12(b) Security	Common Stock, $0.01, par value
Trading Symbol	NEX
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001688476
Amendment Flag	false