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PATTERSON UTI ENERGY INC false 0000889900 0000889900 2023-06-15 2023-06-15

 

 

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): June 15, 2023

 

 

Patterson-UTI Energy, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   1-39270   75-2504748

(State or Other Jurisdiction

of Incorporation )

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

10713 W. Sam Houston Pkwy N., Suite 800, Houston, Texas     77064
(Address of Principal Executive Offices)     (Zip Code)

Registrant’s Telephone Number, Including Area Code: 281-765-7100

Not Applicable

(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 (see General Instructions A.2. below):

 

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   PTEN   The Nasdaq Global Select Market

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 8.01 Other Events.

On June 15, 2023, Patterson-UTI Energy, Inc., a Delaware corporation (“Patterson-UTI”), released certain communications regarding a business combination transaction between Patterson-UTI and NexTier Oilfield Solutions Inc. (“NexTier”), which are filed as Exhibit 99.1, Exhibit 99.2, Exhibit 99.3, Exhibit 99.4 (revised) and Exhibit 99.5.

Important Information for Stockholders

In connection with the proposed transaction, Patterson-UTI intends to file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of Patterson-UTI and NexTier that also constitutes a prospectus of Patterson-UTI. Each of Patterson-UTI and NexTier also plan to file other relevant documents with the SEC regarding the proposed transaction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. Any definitive joint proxy statement/prospectus (if and when available) will be mailed to shareholders of Patterson-UTI and NexTier. 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 shareholders will be able to obtain free copies of these documents (if and when available) 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 will be 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 will be 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.

Participants in the Solicitation

Patterson-UTI, NexTier and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Patterson-UTI is set forth in its proxy statement for its 2023 annual meeting of shareholders, which was filed with the SEC on April 11, 2023, and Patterson-UTI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on February 13, 2023. Information about the directors and executive officers of NexTier is set forth in its proxy statement for its 2023 annual meeting of shareholders, which was filed with the SEC on April 28, 2023, and NexTier’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on February 16, 2023. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Patterson-UTI or NexTier using the sources indicated above.

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 transaction 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.

 


Cautionary Statement Regarding Forward-Looking Statements

This communication 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 and NexTier’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 communication that are not historical statements, including statements regarding Patterson-UT’‘s and NexTier’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 and NexTier’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 business 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 and NexTier’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 and NexTier’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 and NexTier’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 or NexTier do 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 and NexTier’s debt agreements; and other risk factors and additional information. 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 risk associated with Patterson-UTI’s and NexTier’s ability to obtain the approval of the proposed transaction by their shareholders required to consummate the proposed transaction and 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; the risk that a consent or authorization that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated; 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 or NexTier’s SEC filings, both of which are available through the Securities and Exchange Commission’s (the “SEC”) Electronic Data Gathering and Analysis Retrieval System (EDGAR) at http://www.sec.gov, or with respect to Patterson-UTI’s SEC filings, Patterson-UTI’s website at http://www.patenergy.com, or with respect to NexTier’s SEC filings, NexTier’s website at https://nextierofs.com. Patterson-UTI and NexTier undertake no obligation to publicly update or revise any forward-looking statement.

 


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

 

99.1    Transcript of Investor Call.
99.2    Social Media Posts.
99.3    Infographic.
99.4    Employee Town Hall Presentation (revised).
99.5    Transcript of Employee Town Hall Presentation.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 


SIGNATURE

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

Date: June 15, 2023

 

Patterson-UTI Energy, Inc.
By:  

/s/ C. Andrew Smith

  Name:   C. Andrew Smith
  Title:   Executive Vice President and Chief Financial Officer
EX-99.1 2 d506037dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

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CORPORATE PARTICIPANTS

C. Andrew Smith Patterson-UTI Energy, Inc. - Executive VP & CFO

James Michael Drickamer Patterson-UTI Energy, Inc. - VP of IR

Kenneth H. Pucheu NexTier Oilfield Solutions Inc. - Executive VP & CFO

Robert Wayne Drummond NexTier Oilfield Solutions Inc. - President, CEO, & Director

William Andrew Hendricks Patterson-UTI Energy, Inc. - President, CEO & Director

CONFERENCE CALL PARTICIPANTS

Daniel Robert Kutz Morgan Stanley, Research Division - Research Associate

Derek John Podhaizer Barclays Bank PLC, Research Division - Equity Research Analyst

Donald Peter Crist Johnson Rice & Company, L.L.C., Research Division - Research Analyst

Douglas Lee Becker Capital One Securities, Inc., Research Division - Research Analyst

John Daniel

Keith MacKey RBC Capital Markets, Research Division - Analyst

Kurt Kevin Hallead The Benchmark Company, LLC, Research Division - Research Analyst

Marc Gregory Bianchi TD Cowen, Research Division - MD & Senior Energy Analyst

Saurabh Pant BofA Securities, Research Division - VP

Scott Andrew Gruber Citigroup Inc., Research Division - Director, Head of Americas Energy Sector & Senior Analyst

Stephen David Gengaro Stifel, Nicolaus & Company, Incorporated, Research Division - MD & Senior Analyst

PRESENTATION

Operator

Hello, and thank you for standing by. Welcome to today’s conference call to discuss the combination of Patterson -UTI Energy and NexTier Oilfield Solutions. (Operator Instructions) As a reminder, this conference call is being recorded, and the press release and slide presentation regarding the transaction are available at the Investor Relations section of each company’s website. The archived replay can be accessed there following the call.

I would now like to hand the conference over to Mike Drickamer, Vice President, Investor Relations at Patterson-UTI Energy. Mike?

James Michael Drickamer - Patterson-UTI Energy, Inc. - VP of IR

Thank you, Todd. Welcome everybody. This morning, we will discuss the combination of Patterson-UTI Energy and NexTier Oilfield Solutions. Our remarks that follow including answers to your questions, contain statements that we believe to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act. These forward-looking statements are subject to risks and uncertainties that could cause actual results to be materially different from those expressed or implied by such forward-looking statements. These risks include, among others, matters that we described in our press release announcing this transaction in our SEC filings. We disclaim any obligation to update these forward-looking statements.

Our participants today include Patterson-UTI’s CEO, Andy Hendricks and CFO, Andy Smith; as well as NexTier’s CEO, Robert Drummond; and CFO, Kenny Pucheu. After our prepared remarks, we’ll open it up for Q&A.

Now let me turn it over to Andy Hendricks.

 

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William Andrew Hendricks - Patterson-UTI Energy, Inc. - President, CEO & Director

Thanks, Mike. Welcome, everyone, and thank you for joining us today. We’re excited to discuss the merger of Patterson-UTI and NexTier Oilfield Services. Robert and I will take you through the key highlights of this merger with equals, as well as the transaction terms and strategic benefits. Andy Smith will discuss the financials in a bit more detail. This merger will create a comprehensive drilling and completions franchise with leadership positions in contract drilling, pressure pumping and directional drilling. We believe our combined ability to serve our customers with a strong synergy potential for new transaction will create significant value for shareholders of both companies.

Additionally, we believe the combined company will be an attractive investment platform with greater size and scale, facilitating improved free cash flow, increased share and liquidity, making it more appealing to a larger number of long-term shareholders. Patterson-UTI and NexTier have each committed to target the return of 50% of free cash flow to shareholders and this will remain the case for the new company.

Moving on to the terms of the transaction. NexTier’s shareholders will receive 0.7520 shares of Patterson-UTI common stock for each share of NexTier common stock. The transaction has implied enterprise value on a combined basis of approximately $5.4 billion, and we expect the merger to be tax-free to shareholders of both companies. Upon closing, Patterson-UTI shareholders will own approximately 55% and NexTier shareholders will own approximately 45% of the combined company on a fully diluted basis.

As for leadership, post close, I will serve as President and CEO; Robert will become Vice Chair of the Board; Curtis Huff, Patterson-UTI’s current Chair, will continue to serve in that role. We’ll have an 11-director Board that will comprise 6 directors from Patterson-UTI and 5 from Nextier. We’ll be headquartered here in Houston and Patterson-UTI Energy will be the combined company name. Representing the strength of NexTier’s platform, our well completion segment will operate under the NexTier completions brand. Finally, we expect to close the transaction in the fourth quarter of this year subject to the receipt of Patterson-UTI and NexTier shareholder approvals, regulatory approvals and other customary closing conditions.

We believe this combination represents a unique opportunity for both companies to deliver value to shareholders, employees, customers and communities alike. Both companies have evolved over the last several years to meet the increasing challenges of drilling and completing more complex wells. Our customers’ technical and operational challenges continue to increase, continue to grow in both Patterson-UTI and NexTier have stayed ahead of the curve to ensure we are delivering solid execution and innovative solutions to our customers, while also providing improving financial returns for our shareholders.

Among the many important benefits, we expect to realize the combined company will have a diversified suite of offerings across the oilfield services value chain to better serve our customers with leading positions in contract drilling, pressure pumping and directional drilling. These offerings will be bolstered by best-in-class operational execution and a strong technology portfolio.

Let me turn it over to Andy Smith, Patterson-UTI’s CFO, to review the financial benefits of this merger.

C. Andrew Smith - Patterson-UTI Energy, Inc. - Executive VP & CFO

Thank you. Good morning. The transaction is expected to be accretive to both earnings and free cash flow per share in 2024. We will also have an outstanding balance sheet with trailing 12-month net debt to adjusted EBITDA of 0.5x. Together, we’ll be a financially stronger company positioned to deliver significant returns for our shareholders. We will maintain strong capital discipline with a focus on high free cash flow conversion and intend to continue the practices of both companies of distributing at least the 50% of free cash flow to shareholders.

The merged company will be one of the largest North American oilfield services provider in terms of revenue, having generated approximately $6.9 billion of combined annualized revenue in the first quarter of 2023. Both companies have strong track records of executing and realizing synergy opportunities with prior transactions, and we are confident in our ability to build on that. We expect to realize annual cost savings and operational synergies of approximately $200 million within 18 months following the close. Synergies will be achieved in 3 distinct areas.

 

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First, we expect to benefit by utilizing NexTier’s integrated completions offering, including Wireline, Power Solutions in the NexHub Digital Center across the existing Patterson-UTI frac fleets. Our expectation is that we will see revenue uplift from the additional service offerings as well as a reduction in maintenance CapEx and a corresponding increase in equipment uptime based on NexTier’s digital equipment monitoring platform.

Second, by sharing best practices and preferred vendor arrangements, we expect to secure cost savings across our supply chain. With over $3.3 billion of non-payroll addressable spend, including CapEx, even small improvements in this area will result in meaningful dollar savings. Finally, with any merger, there will be some organizational overlap. While both companies have historically been pretty lean, we will see savings as we streamline the combined organization. Across these 3 areas, we believe $200 million in benefit is not only achievable, but over time, potentially beatable. Onetime costs expected to be incurred to achieve these synergies are approximately $80 million, of which about $65 million will be expensed and $15 million will be CapEx.

With that, I’ll turn the call back over to Andy Hendricks.

William Andrew Hendricks - Patterson-UTI Energy, Inc. - President, CEO & Director

Thanks, Andy. The combined company will remain the drilling leader that Patterson-UTI is today. Our drilling business continues to outperform with 126 active rigs and is benefiting from the continued strong demand for Tier 1 super-spec rig. In total, we have 172 super-spec drilling rigs in our fleet, of which 120 are, what we refer to as a Tier 1 super-spec having all the capabilities that are most demanded by our customers.

In addition to contract drilling, the combined company will also be a leader in directional drilling with Patterson-UTI’s MS Directional business. MS Directional is differentiating itself in the directional drilling business through service quality and fleet of high-quality impact mud motors. This combination has made MS a leader in terms of drilling some of the most complex wells, including conventionally drilling horseshoe wells, which involves utilizing a high-performance mine motor to drill 10,000-foot laterals within a single 5,000-foot section.

Building upon the technology offered in our PTEN plus Performance Center, MS has been able to offer remote MWD operations taking a person off the rig and allowing a person to monitor multiple MWD jobs across several rigs from our GOTEC Center here in Houston. As the drilling and completion industries continue to generate more data, data analytics are becoming increasingly important. Patterson-UTI has a leading position with our superior QC division in using data analytics for wellbore placement, utilizing space like navigation algorithms to better understand where the business is located during drilling operations and what adjustments need to be made to keep the well on path. Better understanding the placement of well horse on a pad also helps to better design frac jobs.

And with that, I’ll hand it over to Robert Drummond.

Robert Wayne Drummond - NexTier Oilfield Solutions Inc. - President, CEO, & Director

Thank you, Andy. And I thank everyone for joining us today on this call. I echo Andy’s enthusiasm about this transaction and the excitement for the value we can unlock together. I want to use my time today to explain why we have such a strong conviction that this transaction is the right step forward for NexTier to build on our momentum in an evolving energy market.

NexTier has an extensive track record of participating in successful value creating M&A that has allowed us and our counterparties to capabilities, accelerate innovation, better serve customers and drive value for shareholders. This desire to grow and strengthen our leadership position is what brought C&J and Keane together back in 2019 and that’s what brings NexTier and Patterson-UTI together today.

As we consider the future of the North American energy market, we believe diversification will be a key competitive differentiator for our company. Combining with Patterson-UTI provides a unique opportunity to expand our capabilities while showing the excitement that we have for the future of the U.S. onshore market. Together, we will have a comprehensive portfolio of leading solutions across the well life cycle with an expanded footprint across most of the active U.S. basins. We believe the combination creates the new premier North American pure-play leader with potential to create significant value for our shareholders.

 

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Andy provided an overview of the breadth of the completions portfolio we are creating. Our integrated platform is what will tie these capabilities together and unlock considerable value for our shareholders. At NexTier, we’ve worked diligently to develop a strategy that combines the complementary services around our frac fleet with each of these services having the potential to add value to the process either through cost reduction or efficiency gains. The focus is on helping our customers maximize their returns while also maximizing our own returns. By creating value for our customers, we create value for our shareholders. We call this our wellsite integration strategy, which differs from a bundling strategy of unaligned services.

This integration is enabled by our NexHub Digital Center that allows our Last-Mile Logistics, Power Solutions and Wireline Solutions to work seamlessly together. And by doing so, we drive significant efficiencies, lower total cost and reduce the carbon footprint of projects for our customers. As I said previously, this value-creating strategy has helped both NexTier and our customers grow their returns. A fully integrated frac completion fleet can drive an additional $7 million in annual cash value for us, while also improving our customers’ well economics. With Patterson-UTI, we’ll be able to amplify this model over a scaled fleet, driving cost savings and sustainability for our newly combined business.

We’re also excited about the potential of integrating the NexTier Wireline portfolio which plays an important role in raising frac efficiency. We’ve demonstrated this unique ability to integrate the Wireline operations into the frac workflow in a matter that delivers low nonproductive time for all of our assets.

Our Last Mile Logistics platform is another key element to our strategy. We’ve built a leading portfolio of Last Mile Logistics capabilities that is aligned with our frac efficiency objectives. And by impacting more of the frac supply chain, we can lower total cost and drive sustainability at the wellsite, optimizing the logistics of sand transportation around the completion wellsite where thousands of truckloads are delivered to each pad is a massive opportunity for value creation and key component of the NexTier wellsite integration strategy.

We believe that we’re creating the lowest cost and carbon footprint transportation system in this space and are excited to execute our strategy across a larger platform. One of the most exciting benefits of this merger is the increasing potential of our rapidly growing Power Solutions natural gas fueling division. The increased frac capacity created by this transaction will enable this organic growth to continue as we add capacity to service the combined fleet. Universal’s newly upgraded natural gas frac fleet provides additional runway for this growing division of the company.

The Power Solutions platform allows us to maximize the benefits of the fuel cost arbitrage between diesel and natural gas price. The value potential here can be more than $10 million per fleet per year and the fuel cost arbitrage increases as diesel displacement moves higher. NexTier’s frac fleet performance and this fuel cost saving arena has been excellent, thanks in part to the integration of Power Solutions with our natural gas capable frac fleets, which also raises the marketability of natural gas-powered assets.

For NexTier, our entire operational strategy is enabled by our NexHub Digital Center, which is the backbone of our organization and is critical to value creation through the process of efficiency and waste elimination. Directly, our digital equipment health management program has been responsible for reducing the maintenance CapEx burden by an estimated $1.5 million per year per fleet. Our robust asset tracking program has significantly lengthened the life cycle of major components through predictive analytics and reduced catastrophic failures with mounting evidence supporting the program’s success.

Additionally, the digital center unlocks the full capability of our website integration strategy. Process coordination is paramount to value creation across our suite of services with NexHub allowing us to realize the full potential from our investments. We’ve used our digital strategy to elevate the capital efficiency in our business, resulting in significant process improvement and cost reduction, maximizing our returns while delivering the highest level of service quality to our customers.

As the return on capital focus further entrenches itself in our industry, we strongly believe that asset efficiency will be key to win in the future. Our digital strategy will be front and center through the cycle. As we started this discussion on this merger, the complementary digital strategies were one of the most exciting aspects of the potential new company for me. We came away highly impressed by what Patterson is doing and we moved deeper into the process, we became even more excited about the upside potential as these 2 enterprises combine these complementary strategies to create a new best-in-class digital environment to drive further returns to our shareholders.

With that, I’m glad to turn it over to Andy.

 

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William Andrew Hendricks - Patterson-UTI Energy, Inc. - President, CEO & Director

Thanks, Robert. Additionally, the technology that NexTier has developed with their NexHub Digital Center is very complementary to Patterson-UTI’s PTEN plus Performance Center, which allows for the real-time collection, aggregation, analysis and visualization of data from drilling rigs and frac spreads.

A critical piece of the innovation in both companies centers around sustainable operations. The combined company will have a leading position in low-carbon alternative fuel sources for wellsite drilling and completion operations, including 78 drilling rigs capable of using natural gas, high line power or our EcoCell lithium battery hybrid energy management system.

As our 2 teams held discussions leading to the merger, it was clear that we had a strong cultural alignment. One way that really stands out is around the talent of our teams and shared commitment to investing in and developing employees. Safety, leadership training, performance management, career development, diversity and inclusion and recruitment are all core to how the 2 companies operate, and they will be the key to how operate the go-forward company. As a result, we are confident that the combined company will be an employer of choice in the energy industry. We’re excited to bring our teams together to learn from one another and build on our collective strengths.

Before we begin the Q&A session, I want to highlight the key reasons to own the combined company and why we’re so excited about this merger. First, we’ll have a diversified offering across the drilling and well completion value chain to deliver for our customers. These offerings are backed by leading technology and innovation platforms. Second, we are well positioned to meet growing customer needs for low carbon fuel operations. Third, we have a track record delivering on synergies and a significant opportunity to further enhance the value of the merger. And finally, each of these benefits accelerates our opportunity to return free cash flow to shareholders. We couldn’t be more excited about what the future holds for both of us.

Todd, we can now begin the Q&A session.

QUESTIONS AND ANSWERS

Operator

(Operator Instructions) Our first question comes from Scott Gruber with Citigroup.

Scott Andrew Gruber - Citigroup Inc., Research Division - Director, Head of Americas Energy Sector & Senior Analyst

Congrats on the transaction. Andy, you’ve always been a bit different in operating both a rig fleet and the frac fleet and now you have much improved scale and integration capability on the completion side. Can you just speak a bit more to how you think about the operational advantage, having scale on both sides of the ledger? And obviously, how that compares to peers which tend to specialize in drilling more completion?

William Andrew Hendricks - Patterson-UTI Energy, Inc. - President, CEO & Director

It’s Scott. Yes, we’re really excited about the potential of this combination in having such leading positions in both contract drilling and well completions and directional, et cetera, all the service lines that we do and the ability to do more process together. We have really strong relationships with a lot of customers in this industry. And these relationships prove beneficial, especially when you start to enhance what you can do across your portfolio.

 

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And so really excited about the opportunities from that standpoint. I can’t say enough about what NexTier has done over the years. And I also want to thank our team at Universal and combining these 2 together, makes a solid force on the well completion site and we’re just excited about the potential here. Rob?

Robert Wayne Drummond - NexTier Oilfield Solutions Inc. - President, CEO, & Director

Yes, I could add, to. I think the digital programs that we both have the ability to utilize the analytics that are being created on both sides, I think we can get to the point where - how wells are drilled impacts how they’re fraced and how they ultimately produce. You will hear some of our big customers talking about that more and more focus, I think, is coming on ultimate well recovery. And I think having a company to have both of those and those digital capabilities bring all it together much more efficiently than could be done independently.

And I don’t think you can underestimate the benefits of the scale around the technology development that can occur. Patterson-UTI got a great engineering outfit, and I think that the benefits of being able to use that across the whole pure-play shale development is something that’s going to be differentiating for us.

Scott Andrew Gruber - Citigroup Inc., Research Division - Director, Head of Americas Energy Sector & Senior Analyst

That’s why I was going to follow up because one of the great differentiators of the companies with scale in the industry is that technology development. So is the kind of incremental focus in terms of R&D and technology development going to be on that digital side and drilling and completion optimization side? Or do you think it’s more on kind of next-gen equipment?

William Andrew Hendricks - Patterson-UTI Energy, Inc. - President, CEO & Director

I think you’re going to see it across the board. We have this potential to pull together the data analytics systems in a way where they can share data better and not that they would necessarily merge, but the way it is in digital systems today, you can share across multiple platforms in ways you never could before. And it allowed us to enhance our operations, understand better what’s going on and not just what’s happening at surface, but also potentially subsurface and provide stronger value to our customers.

And so there’s lots of opportunity there on the digital side, as Robert said, when it comes to R&D and engineering, it’s early days in the discussions from that standpoint, but we both got strong track records in developing new technology and bringing it to the market. And over time, combining those elements and those skill sets and the brainpower we have and engineering of both companies has exciting potential.

Robert Wayne Drummond - NexTier Oilfield Solutions Inc. - President, CEO, & Director

Scott, I don’t think it could be underestimated from the investor perspective is having a pure-play investment in shale is not something that’s relatively available in the market today. It’s something that has a scale to be investable by big sizable investments.

Scott Andrew Gruber - Citigroup Inc., Research Division - Director, Head of Americas Energy Sector & Senior Analyst Understood. Appreciate it and looking forward to the outlook. Congrats again.

Operator

Our next question comes from Marc Bianchi with TD Cowen.

 

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Marc Gregory Bianchi - TD Cowen, Research Division - MD & Senior Energy Analyst

I’m curious if you could talk a little bit about how you came to the respective valuations for the deal. It seems like mostly using sort of trailing figures. So could you comment on that first? And then second question is if you could offer any kind of a forward outlook that might help us think about the valuations as well?

William Andrew Hendricks - Patterson-UTI Energy, Inc. - President, CEO & Director

I’ll go first, and then I’ll hand it over to our guys that understand the finances much better than I do. But as we looked at the deal, we certainly had to work up some potential projections between the 2 companies. But in explaining the deal, we thought it best to just anchor on data that’s already public. And that way, people can just judge for themselves based on what their outlook is, based on what your opinion is and what’s happening in the industry. So the numbers that we’re presenting today are anchored on - Q1 2023 annualized just because it’s an easy way to take public figures and look at the 2 companies together. Anybody else want to follow up on...

Robert Wayne Drummond - NexTier Oilfield Solutions Inc. - President, CEO, & Director

Yes, I’d just say, as a merger of equals, you can let the market be a guide on that a bit. And this is a trade right at the market currently.

C. Andrew Smith - Patterson-UTI Energy, Inc. - Executive VP & CFO

Yes. I mean, that’s exactly right. I mean, we’re for sale every day in the marketplace and you can look at the valuations over time and how they’ve compared. And while on a results basis, we might be pretty similar, the valuation of the market sort of spoke for itself, that’s where the ultimate trade came out.

Marc Gregory Bianchi - TD Cowen, Research Division - MD & Senior Energy Analyst

Yes. Makes sense. And maybe we’ve got you guys on a very public call here. I’d be curious if you could offer any commentary on the forward outlook.

William Andrew Hendricks - Patterson-UTI Energy, Inc. - President, CEO & Director

Yes. I’m just going to say one thing on the floor. This is just a softening in the market that we’re going through. OPEC out there is trying to keep the floor on oil prices. And if you look at natural gas, I just checked yesterday, it looked like the forward strip in December is at $3.40, some- odd. That’s very positive for our customers who are drilling for natural gas. So I’m really upbeat as we move toward the end of the year just based on that. And I just see this as a temporary softening where we are today in the year.

Robert Wayne Drummond - NexTier Oilfield Solutions Inc. - President, CEO, & Director

I echo that and also add that - I mean, I’m very bullish on U.S. shale. I mean, I have been for a while. I think that we have - technology is going to continue to make more and more wells economical and efficiencies that are coming to make more and more Tier 2, Tier 1 and so forth as we go forward. So that’s an oil price question and very difficult to answer all of them.

Operator

Our next question comes from Keith MacKey with RBC Capital Markets.

 

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Keith MacKey - RBC Capital Markets, Research Division - Analyst

Maybe just wanted to start out with maybe a philosophical kind of question on valuation. I got the question already, who were the peers for this company? Admittedly, my mind went to the company that Patterson would have already been comped to. So what do you guys generally think is really the driver of valuation from here? Is it the increased scale? Is it fewer competitors in the pumping marketplace? Can you just help us investors think about that as clearly as we can?

William Andrew Hendricks - Patterson-UTI Energy, Inc. - President, CEO & Director

Keith, thanks for the question. I think the way you have to look at this is a company that’s focused primarily on U.S. conventionals and producing strong free cash flows. And who are the real peers that are producing similar free cash flow yields that this combination can produce. It’s not necessarily about what we do operationally, but what are we doing financially. This is a great combination of 2 companies that have a great track record of returning cash to shareholders and with a strong outlook on free cash flow. So we’re doing a number of different things across the value chain for the customers and unconventionals. And we’re staying focused on shareholders at the same time.

Robert Wayne Drummond - NexTier Oilfield Solutions Inc. - President, CEO, & Director

I would echo that. I mean, plus there’s $200 million in synergies supporting that deal and the scale of being able to invest in a $5 billion - $5.5 billion enterprise value company is something many of our investors have expressed an interest in.

Keith MacKey - RBC Capital Markets, Research Division - Analyst

I appreciate the color. And maybe in that free cash flow context, Andy, why is NexTier, do you think the right partner to do this transaction versus, say, a different pressure pumping focused company or trying to get larger in the drilling side?

William Andrew Hendricks - Patterson-UTI Energy, Inc. - President, CEO & Director

Well, we’ve done a number of Patterson-UTI, we’ve done a number of transactions mergers and acquisitions over the decade plus to grow into the drilling space. We’re a formidable force with a strong 45-year franchise in drilling. And our team in that area just does a fantastic job, hats off to what we’ve done in pressure pumping over the decades. We were the first at Universal to fracture the Marcellus horizontal and help bring that in, in the Northeast. We’ve got a great history there.

But as we watch NexTier and the companies that they put together and then the cultures that they combine, we think that it’s just very similar to how we’ve run our business and the philosophy we’ve had over the years. And we look at their performance and their free cash flow and how they’re returning cash to shareholders and how we’ve been doing it for over a decade, we just think it’s a great match.

Operator

Our next question comes from John Daniel with Daniel Energy Partners.

John Daniel

Echo my congratulations. I guess the impressive thing for me was just the magnitude of the synergies. And I mean, obviously, some of that is clearly going to be G&A. But could you bucket for us what some of the - what percent is not G&A and just some of the key things where you’re going to be laser-focused right out of the gates? John, this is Kenny.

 

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Kenneth H. Pucheu - NexTier Oilfield Solutions Inc. - Executive VP & CFO

So look, before I jump into the synergy question, I just want to mention something I believe is important on the integration of the 2 companies. Both companies are executing at a very high level today on both the drilling and completion side of the business. So our focus will be to maintain that execution with 0 disruption as we go through our integration planning. But on your question, a little less than 2/3 of the synergies will come from the combination of the completions business. These 2 pillars are focused on operations integration.

And secondly, as Andy mentioned, supply chain management. I do want to highlight on the operations integration side, we will be focused on capturing the best from both companies and we will have further runway to further our current wellside integration strategy as (inaudible). And then finally, the remaining synergies will come from SG&A, it’s about 1/3 of that. So we have high conviction that these synergies are achievable and we’ll get started with our integration plan very soon.

John Daniel

Okay. And then just one for Robert, because you called out that the benefits that you’ve experienced with the fully integrated wireline frac package. As you look at the - integrating that with the Patterson fleet, do you have available capacity now to meet that? Do you buy new wireline units? Or how do you - how would that evolve?

Robert Wayne Drummond - NexTier Oilfield Solutions Inc. - President, CEO, & Director

I appreciate that question, John. When I think about the benefits, Universal has done a great job of investing in the fleet over the last few years, something we’ve been really watching as they’ve converted, I think, up to 3/4 of the fleet by this year to natural gas capabilities. The Power Solutions integration aspect is something that we believe has made a big difference for us and we think it can make a big difference as we add additional capacity. But the thing about Power Solutions is we’ve been able to sell it as fast as we’ve been building it, and we have been making multiple gains there. So that will require some additional investment to capture and that is already in the works.

From a wireline perspective, we have a big franchise in wireline that we picked up from (inaudible) Solutions through the C&J merger and a lot of capacity that we have there would be very low cost increase of capacity to take advantage of that. And I don’t want to underestimate the focus that we have on Last Mile Logistics. When you have as many trucks as you know that are moving around the location, being able to optimize that more and more is a big deal. And that focus of the strategy, I think, very easily bolts together with Universal’s excellent moves. So I think that, that - I’m glad you picked up on it is an opportunity for us to have upside to these numbers that Kenny referred to.

William Andrew Hendricks - Patterson-UTI Energy, Inc. - President, CEO & Director

Yes, I’d like to follow up on that. We believe that there are benefits to bringing in wireline and integrating into what we do in completion to the point where not many people know this, but our Universal team brought in expertise and actually acquired some assets in early ‘20 to start our own wireline operations. Now other things happened in 2020 to cause us to have to make some changes to those plans. But that’s how strongly we believe that wireline can successfully add value to these completions businesses.

The other part is NexTier’s power business. I think that’s just hugely underappreciated. And when you look at the expertise we have across all ourbusiness lines with Patterson-UTI and our understanding of how to use natural gas and 100% natural gas engines or dual fuel on rigs or dual fuel on frac spreads and you look at what NexTier’s has done in developing technology organically on their own and deploying that, that can combine both CNG and pipeline depths at the wellsite and be able to use that and capture some of that arbitrage, that’s just huge across the value chain and that plays into how Andy Smith and Kenny are looking at synergies and what the potential upside is as well.

Operator

Our next question comes from Kurt Hallead with Benchmark Company.

 

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Kurt Kevin Hallead - The Benchmark Company, LLC, Research Division - Research Analyst

Congratulations. Well done, guys. So I guess, focus on my question here, like when we look at the combined operation, clearly, the biggest impact is on the U.S. frac-related business given that NexTier doesn’t have any land drilling operations, a little bit steady and be obvious on that. But from my dynamic, I’m kind of curious as that - with the combination, with the scale you’re going to get, how does this accelerate the scrapping of Tier 2 frac fleets?

Robert Wayne Drummond - NexTier Oilfield Solutions Inc. - President, CEO, & Director

Look, I think that when you look at the balance of supply and demand and frac capacity in the market and you look at the outlook that the E&Ps put out for future growth in the sector, we are in a space that’s been unique for a long time. The investment that goes into CapEx outside of maintenance and pure frac will be transitioning to equipment that uses natural gas in one shape or form all the way up and to - including electric.

So I think that, that process will continue and at the same time, because of the macro balance that the Tier 2 diesel equipment that uses the higher-cost fuel source will be retired. Some of the material that we put out before show that when you get to about the third rebuild cycle of a Tier 2 frac fleet, the return on investment becomes better to go to a new source and that’s where the market is kind of at. So that transition will continue.

I think the strength that the combined company’s balance sheet has here, the great options it will have for capital deployment between the speed of that transition and frac balance with all the speed of transition that Patterson has been doing with these great high-spec Tier 1 rigs is a good challenge to have, both of which will drive high return on capital.

Kurt Kevin Hallead - The Benchmark Company, LLC, Research Division - Research Analyst

So in the context, I know you guys have said independently that both of you have indicated that the frac fleet in total for the U.S. market will probably remain flat as you do get some scrapping of assets. So I guess, just by the answer to your question, you guys will kind of ease into this and then determine how you’re going to handle your Tier 2 assets from here. Is that fair?

William Andrew Hendricks - Patterson-UTI Energy, Inc. - President, CEO & Director

Well, right now, Patterson-UTI, we have almost all of our horsepower deployed. And through our maintenance CapEx program, we’ve been swapping out older Tier 2 engines for near Tier 4 engines, and that continues today. So the engine is just one component on the trailer, but as the engine days out, there’s a benefit to switch out to Tier 4 and go to Tier 4 dual fuel, where we get paid even more for that. And so even on the Patterson-UTI side, we’re going to continue that process.

Kurt Kevin Hallead - The Benchmark Company, LLC, Research Division - Research Analyst

Okay. That’s great. And then maybe my follow-up here would be kind of staying on the frac side of the business. Does this combination enabled the companies to accelerate the deployment of electric frac fleets or is the deployment of the electric frac fleets really just a function of the adaptation by the oil and gas companies in the market?

Robert Wayne Drummond - NexTier Oilfield Solutions Inc. - President, CEO, & Director

Look, the way that we’ve been doing it, and I think the way Andy does it is very similar when it comes to CapEx and return on focused investments. I think the transition to electric will be at a pace that is balanced with return on capital. And I think that we will have the capabilities to go faster if we wanted to. But we might not want to, depending on if the return on capital investment (inaudible) CapEx of a better path.

 

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Look, many customers want to go electric, but most all customers want to go towards the best solution that moves toward natural gas as a fuel source. And this is an equation that’s still evolving. So I would just look well enough by saying the new co is a lot stronger than us independently gives us the ability to move at a pace that is suitable for a return on investment for our investors as well as addressing the needs of our customers.

William Andrew Hendricks - Patterson-UTI Energy, Inc. - President, CEO & Director

While we both continue to operate independently until we get to close, there has been not a shared philosophy, but we have similar philosophies because - and that’s what makes the merger some interesting, but as Robert said, it’s all about capital discipline at the end of the day and we’re going to do what’s right in balancing customer needs and shareholder needs at the same time.

Operator

Our next question comes from Stephen Gengaro with Stifel.

Stephen David Gengaro - Stifel, Nicolaus & Company, Incorporated, Research Division - MD & Senior Analyst

Two from me. One, when you think about capital allocation, and maybe this is for - more from a Patterson perspective, but historically, how do you think about allocating capital between the frac side and the drilling side?

C. Andrew Smith - Patterson-UTI Energy, Inc. - Executive VP & CFO

Stephen, this is Andy Smith. Historically, again, as we looked at our business. Certainly, throughout the cycle, we always view drilling as being a little bit more stable, just kind of given the commercial nature of it. And so we tended to allocate more towards drilling. Now with this transaction, obviously, pressure pumping will be a much larger piece of our business. And so the allocation will balance somewhat. Again, I think that the combination of these 2 businesses provides for a through cycle more sustainable or durable maybe cash flow. And so I think that as we continue on with these 2 businesses, we’ll have plenty of capital to allocate to both to make sure that we keep and protect both franchises.

Stephen David Gengaro - Stifel, Nicolaus & Company, Incorporated, Research Division - MD & Senior Analyst

And I’m not sure if you can comment on this or not. Was there any thought in this process of simply selling frac assets, and that’s having 2 separate entities?

William Andrew Hendricks - Patterson-UTI Energy, Inc. - President, CEO & Director

Look, we’re really excited about the combination of the 2, the breadth of the offering that we can offer to the market and the potential for cash flow, we just think that this becomes a new leader in unconventionals in the market and an exciting opportunity for investors. We think that this combination just has a lot of potential in all those respect. So that’s the path we’re going down. We just have a firm belief in that, that this is going to be a great vehicle for investors when you’re looking at energy in the U.S. today.

Unidentified Company Representative

And Stephen, I would - going back to the original comment to Bob. The whole idea about taking technology to the next level and the next step in the shale evolution as far as making more and more wells economical, I don’t think another combination of 2 frac companies address that the way this combination can do it. That’s not to be - it’s not a light comment about being able to drill wells that are focused on higher production and how they’re fraced. I think that’s something that the operators are constantly kind of looking at, and we’ll be very well positioned combined to be able to do more in that arena, 2 frac companies...

 

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Stephen David Gengaro - Stifel, Nicolaus & Company, Incorporated, Research Division - MD & Senior Analyst

I appreciate the color. Just one quick one. I know NEX’s approach has been balanced between dividends and buying back stock. Do you think the combined entity continues down that path where you’re returning free cash, which seems to be significant free cash to shareholders through both avenues?

Robert Wayne Drummond - NexTier Oilfield Solutions Inc. - President, CEO, & Director

Going forward, once we get to closing, we’ll work with the new combined Board to determine what’s the right answer for return to shareholders, but we will continue the same philosophy of returning at least 50% of our free cash flow to shareholders.

Stephen David Gengaro - Stifel, Nicolaus & Company, Incorporated, Research Division - MD & Senior Analyst Great. And again, congrats.

Operator

Our next question comes from Derek Podhaizer with Barclays.

Derek John Podhaizer - Barclays Bank PLC, Research Division - Equity Research Analyst

Andy and Robert, congrats on the deal again. I guess just going back to Kurt’s question around the Tier 2 diesel fleets and transitioning over to more of the next gens. I know you’re fully deployed, Andy, like you said, but investors will sell point to the stated horsepower you have and can make an assumption depending on the fleet size as we get 5, 6 or 7 fleets on the side like technically, even though you’re fully deployed.

But just how should we think about that? Should we expect some impairment to start coming through from the combined company to rationalize that horsepower? Or would this help beef up your maintenance swing program because I know fleets have been pretty thin in NexTier showing they’ve been able to (inaudible) fleets along different fleets. I just want some more help around the Tier 2 stuff at (inaudible) and just thinking about the rationalization of legacy Patterson fleets?

William Andrew Hendricks - Patterson-UTI Energy, Inc. - President, CEO & Director

First off, I think there’s an underappreciation in the market for the size of frac spread on location today. In almost all of our cases, certainly for Patterson -UTI, the intensity of what we do, higher pressures, much increased flow rates, we just have a lot more pumps at the wellsite than we did in the past, say, 3 or 4 years ago. And so just about everything we have is deployed. So we certainly don’t have a frac spread on the sideline.

So between what is at the wellsite and what’s cycling through the maintenance systems, just about everything we have today is fully deployed. So we’re going to continue on our program to Patterson-UTI of swapping out the older Tier 2s for the new Tier 4 engines and dual fuel. But in terms of overall asset write-downs, I wouldn’t say anything imminent, and we won’t be able to investigate further and we get to close. But on our side, we’re just not fully utilized.

C. Andrew Smith - Patterson-UTI Energy, Inc. - Executive VP & CFO

Yes, Derek, this is Andy Smith. I would say that as we look at our equipment and especially the book values of our equipment, I would expect that you’ll see those values, I mean, again, over time. They’ll come down, but I think you’ll see all of that equipment reach the end of its useful life. I don’t think you’ll see any significant impairments down the road.

 

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Robert Wayne Drummond - NexTier Oilfield Solutions Inc. - President, CEO, & Director

Look, I would just add that I don’t think it matters if we were to operate independently or together when it comes to that question. Fleet configuration that Andy pointed out is something that almost every fleet that’s out there, I believe, is probably running a little bit shorter than the kind of horsepower they’d like to have with that fleet. The fleets are running more harder than they have ever been run and that has attrition built into it. It’s just that you start to quit supporting maintenance CapEx and transition into a new bill, if that continues to occur.

At NEX, we have already committed taking 150,000 horsepower out and we’re on that path to do so. But that’s not just taking an operating fleet and shutting it down. It’s just a transition to Tier 4 dual fuel or electric that allows you to capture that return on investment I was referring to that’s better than continuing to support maintenance CapEx. I just - I would just say - that would be the way I would say.

Derek John Podhaizer - Barclays Bank PLC, Research Division - Equity Research Analyst

That’s very helpful. I appreciate the color. And just my next question. Just wondering if you can maybe expand on some of the cross-selling synergies you can see here with your customer base. Just how much you have an overlapping customer base, what could be new customer base as for the combined companies? Just thinking about existing competitors that are on both sides of the deal that you may be expanding that wallet or separately one customer that has maybe a Patterson drilling rig, but not NexTier completion and what it can mean. Just any comments on the value creation now on your bigger customer base and what that overlap looks like?

William Andrew Hendricks - Patterson-UTI Energy, Inc. - President, CEO & Director

Today, we’re still 2 separate companies, and we have to continue to operate that way. We’ll dig more into that when we get to closing. But we really can’t discuss customers and overlap at this point in this process. But I appreciate the question, but we do see a lot of - on each side separately, we see a lot of upside here on how we can combine some things, but we’re not at a point where we can really go into those discussions yet.

Operator

Our next question comes from Saurabh Pant with Bank of America.

Saurabh Pant - BofA Securities, Research Division - VP

I think I will go back to Scott’s question upfront, he asked about drilling and completion, right? So I just want to go back to that and think about the value in offering, right? Clearly, you’ve done this, Andy, for a long time. There was another competitor of yours on the drilling side that took that same approach and it tended to work out for them and the assets actually ended up in NexTier, right? So you’re getting some of it to you, right? I’m just trying to think how do you make it work? And what are the risks that the opportunities that you see might not be realized 3 or 5 years from now?

William Andrew Hendricks - Patterson-UTI Energy, Inc. - President, CEO & Director

Well, these are - I’ll start by saying these are well-established companies with great franchises and through their histories, lots of success. And so we’re bringing together 2 strong companies with strong balance sheet, strong cash flow and just really excited about the potential for the investment this year.

So there’s nonoperational concern to worry about. Our companies are both hitting it out of the park on all levels from an operations standpoint. I can’t say enough about the teams on each side, and I don’t get to see much about the NexTier team at this point, like certainly talk from the Patterson-UTI side and Universal Pressure Pumping side, how well the operations are running. So there’s no question in my mind that, that’s going to continue the way it is and I’m just - I’m excited about the potential for the combined entities, but more so just from the financial health and strength that this combination provides.

 

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Robert Wayne Drummond - NexTier Oilfield Solutions Inc. - President, CEO, & Director

And I would add on the culture side, they had a lot to do with everything. And when we look at these 2 companies, this is the 2 companies coming together partners of choice. I mean, strong leadership is very attractive to NexTier to go and get involved, but we’re creating a great place to work. You’ve got a bunch of people who have more career opportunities they are never going to have before. And we’re building a company that’s big enough to create a lot of opportunities. So I think it’s a completely different equation than the one you referred to.

Saurabh Pant - BofA Securities, Research Division - VP

Okay. Okay. Really appreciate that. And a quick follow up. I know a couple of people asked on capital allocation, how do you think about that (inaudible) completion, right? But again just thinking about the completion side of things, Robert, I know on your side, you talked about CapEx being 8% to 9% of revenue going forward, right? That obviously, there has been a certain cadence of high grading, right? But now that you think about the combined company, how should we think about that upgrading, high-grading cadence and maybe CapEx requirements as a result of that?

Robert Wayne Drummond - NexTier Oilfield Solutions Inc. - President, CEO, & Director

I like that question because I think it goes that to what Andy said around both companies being committed to returning 50% of our free cash flow back to our shareholders. In that math, for the frac franchise, it has been that we can operate within 89% of revenue and continue to do that while also transitioning the fleet from diesel all the way to natural gas being the power source. So it fits very well. We described that numerous times in the NexTier portfolio. This is exactly the same math when you put the 2 together. So that’s what I like - that’s why we like this combination so much. It gives us even more sustainability to do that from a financial perspective.

William Andrew Hendricks - Patterson-UTI Energy, Inc. - President, CEO & Director

Yes, I would say that both companies have kind of been on a similar path on that front. And so if you look at the combined guidance that’s been put out around CapEx, I think you’ve got a pretty good idea of what it looks like going forward.

Operator

Our next question comes from Dan Kutz from Morgan Stanley.

Daniel Robert Kutz - Morgan Stanley, Research Division - Research Associate

Congratulations on the deal. I guess I just wanted to ask a question about capital structure. So it’s good to see that the way that the deal is structured kind of allows the combined line entity to maintain low leverage. I’m just wondering if there would be any appetite or if you guys would be looking at Patterson as a pretty long- duration maturity schedule, NexTier still has a couple of years before it has a major maturity. I’m just wondering if there would be consideration around any debt restructuring once the company is combined.

Robert Wayne Drummond - NexTier Oilfield Solutions Inc. - President, CEO, & Director

So yes, so I appreciate the question. I think - again, as we look at the cash flow characteristics of both companies, I don’t know there will necessarily be a requirement for a debt restructuring. Certainly, there’s no need with the Patterson debt that’s outstanding today. Again, we have a lot of liquidity available to us on our balance sheet. But as we go through the process between finding and closing, we’ll take a look at all of that and decide kind of what the best and most efficient way is to move forward. Potentially, there will be, I can’t say today, but I know exactly what that looks like.

 

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Daniel Robert Kutz - Morgan Stanley, Research Division - Research Associate

Got it. That’s helpful. And then maybe just - so going back to Derek’s question about the size of the fleet. I think both NexTier and Patterson have done a good job of communicating that fleet sizes are getting bigger. I had also kind of ran into that, that maybe both companies were a little bit more involved in simul frac operations than maybe the broader industry. I wanted to see if that’s the case and see if you kind of view the knowledge sharing in that area of the market as a potential tailwind to the operations of the combined business.

Robert Wayne Drummond - NexTier Oilfield Solutions Inc. - President, CEO, & Director

Look, I like that question. I appreciate that you’ve been listening to us about the fleet configuration changes, definitely migrating larger. Simul-frac is a part of that. But in fact, the commercial model has been evolving more towards the economics being around the pump, the individual pump instead of the fleet. And because of that, when you configure into a larger fleet, you can make more profitability and more revenue per fleet. And that’s the way it should be. You deliver more, you get more.

So fleet configuration, how many fleets you have with the same amount of horsepower is going to always be in flux, I think. And simul-frac works in some cases where the well pads are establishing in the right way. But the commercial model in frac is evolved to make that work very well for us. We’ve had some of that transition that’s incurred lately that works better to be simul-frac and it used to be in the very beginning, and maybe that was the case. So probably getting smarter over time.

Daniel Robert Kutz - Morgan Stanley, Research Division - Research Associate Got it. That’s really helpful. And congrats again.

Operator

Our next question comes from Doug Becker with Capital One.

Douglas Lee Becker - Capital One Securities, Inc., Research Division - Research Analyst

That’s been touched on a couple of times, but one of the compelling aspects of this deal really seems to be that large size of synergies relative to the size of the combined company. How would you characterize how much of those are in the hands - the operational synergies are in the hands of the combined company versus relying on external factors like customer acceptance? Really just trying to get a sense that operational synergies are likely to materialize when something else that’s been - hasn’t worked, at least it’s tough to see from the outside looking in?

Robert Wayne Drummond - NexTier Oilfield Solutions Inc. - President, CEO, & Director

Look, I would say that we’re very confident about the number because both companies have a track record of doing integration and the track record includes capturing the guided synergies, that’s number one. Number two, I’d say, I couldn’t have any more confidence that, that process works under the leadership of Andy and Kenny and - both Andy’s and Kenny. So I think that doesn’t require - I mean, I think there’s upside to the synergies what I’m trying to say. I just think the 200 is a number that we’ve been carefully thinking through and does include components around supply chain, it doesn’t require a customer decision and some of them do. But we’ve been conservative about that.

 

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Douglas Lee Becker - Capital One Securities, Inc., Research Division - Research Analyst

That makes sense. And then any skew to the timing? I know you’ve laid out an 18-month window, do we see more of the cost savings early in the process and maybe some of the completions integration benefits later in the period?

C. Andrew Smith - Patterson-UTI Energy, Inc. - Executive VP & CFO

Yes. I think you probably will see a majority of it kind of come through in the first 9 months of 2024. You’ll see a little bit maybe towards the end of this - depending on when we close, you’ll see a little towards the end of this year than the - probably in the first 9 months of 2024 and then rounding it out towards the end of ‘24 beginning at - even if it goes that long, beginning at ‘25.

Douglas Lee Becker - Capital One Securities, Inc., Research Division - Research Analyst Congratulations.

Operator

Our next question comes from Don Crist with Johnson Rice.

Donald Peter Crist - Johnson Rice & Company, L.L.C., Research Division - Research Analyst

Andy, I wanted to ask a more macro question since most of the details have already been asked. Over the years, there’s been a lot of discussion about the pricing model. And now that you’re creating a true company at scale that has the capabilities to both drill and frac a well, do you think it reopens those discussions with customers where you can more move away from the day rate pricing model towards more of a performance-based model and/or kind of turnkey pricing model for wells? Just any thoughts there because this is the first company that’s really had the capabilities to do all aspects of drilling and completing a well.

William Andrew Hendricks - Patterson-UTI Energy, Inc. - President, CEO & Director

I’m going to start by saying that there may be some potential to do that in the future. But what we’re going to be focused is on value creation, returning cash to shareholders and that starts with how we work with our customers. What we don’t want to do is have to take more risk where we don’t need to take more risk operationally. We want to work to bring value to the customers, but at the same time, we want to manage the risk profile.

Drilling and completing horizontal wells is a complicated process. I realize thousands of them get done every week, but it is a complicated process. And today, a lot of the risk is still beared out by our customers. And so we have to be careful in how much of that risk we want to transfer over to our side and how we get compensated for that as we do. I would say that if you look at the track record, especially over the last few years, both companies have done a job in capturing value even with the business models that we work today. And we’ve been able to layer in strong returns to shareholders at the same time that we’re doing that.

There may be some potential down the road where we look at churning teams to drilling operations down to a certain point at the well, maybe the kickoff point, maybe the landing before we get into the horizontal. We’re not going to do things where we accept subsurface risk. There may be some opportunity down the road to combine some of the things we do, both on drilling and frac. But it’s not something we’re going to delve into right away. Like I said, our team is doing a great job today, doing what they’re doing, working with our customers, solving technical and operational challenges, creating value at the wellside and then that all flows through to the shareholders at the end of the day. So it has been mentioned on this call earlier, we’re not going to do anything that interrupts what these great operational teams are doing today.

 

17


Operator

This concludes question-and-answer session. I’ll turn it back to Mr. Hendricks for closing remarks.

William Andrew Hendricks - Patterson-UTI Energy, Inc. - President, CEO & Director

Thanks, Todd. Listen, as we close, let me just say that I want to thank everybody for participating on this call. This is a historic day for both companies, and we’re excited to create a new industry leader. So that concludes today’s call. Thank you.

Operator

Ladies and gentlemen, this does conclude today’s conference call. We thank you for your participation. You may disconnect at any time.

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18

EX-99.2 3 d506037dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

LinkedIn

Today we announced that Patterson-UTI will merge with NexTier Oilfield Solutions. This creates an industry leading drilling and completions services provider that will have leadership positions in contract drilling, pressure pumping and directional drilling. We’re excited to deliver superior value to customers, employees, communities and shareholders.

We invite you to join our investor conference call this morning at 7:30 a.m. CT: https://ow.ly/Pl0A50OP4hk

Learn more about today’s announcement here: https://ow.ly/kFns50OP4hf

Facebook

Today we announced that Patterson-UTI will merge with NexTier Oilfield Solutions. This creates an industry leading drilling and completions services provider that will have leadership positions in contract drilling, pressure pumping and directional drilling. We’re excited to deliver superior value to customers, employees, communities and shareholders.

We invite you to join our investor conference call this morning at 7:30 a.m. CT: https://ow.ly/MImc50OP4hl

Learn more about today’s announcement here: https://ow.ly/30TK50OP4h7

EX-99.3 4 d506037dex993.htm EX-99.3 EX-99.3

Exhibit 99.3

 

LOGO

Patterson-UTI Energy and NexTier Oilfield Solutions to Combine in Merger of Equals Industry Leading Drilling and Completions Services Provider Creating best-in-class operational and Leveraging NexTier’s integrated model to drive technology portfolio with comprehensive efficiencies and improve returns suite of solutions at scale and data analytics to maximize well performance Leadership position in low carbon alternative fuel sources using natural gas, high line power, and Solidifying position as the partner of choice lithium battery solutions for customers across the full well life cycle Expanded Footprint with Operations in The Most Active Major U.S. Basins PTEN Drilling PTEN Drilling and Pressure Pumping NexTier Colombia Leading U.S. contract 172 drilling business super-spec drilling rigs, 120 of which are Tier-1 Leading U.S. well 3.3M 2/3 completions business hydraulic fracturing of deployed fleets are horsepower dual fuel capable 45 active spreads Enhanced Financial Position with Significant Revenue Growth & Synergy Opportunities Combined Financial Profile1 $6.9B of revenue $1.9B in adjusted EBITDA Accretive to EPS and Free Cash Flow per Share in 2024 1. Based on 1Q23 annualized North American oilfield service revenues Strong financial position and balance sheet: Net debt to combined TTM adjusted EBITDA of 0.5x as of 3/31/23 Expect to generate ~$200M of annual cost savings and operational synergies within 18 months following close NexTier integration strategy to drive up to $7M in annual adjusted EBITDA improvements and CapEx reduction per fleet Attractive investment opportunity with greater size and scale facilitating increased share float and liquidity Committed to leading shareholder returns: Robust capital return framework targeting returning 50%+ of free cash flow to shareholders through dividends and share repurchases Transaction Details All-stock, merger of equals Combined enterprise value of $5.4B NexTier shareholders to receive 0.7520 shares of PTEN stock for each NEX share PTEN shareholders to own 55% / NEX shareholders to own 45% Expected to close in Q4 2023 Combined Leadership Andy Hendricks as President and CEO Curtis Huff as Board Chair Robert Drummond as Vice Board Chair Board will comprise 11 directors: six from Patterson-UTI / five from NexTier


LOGO

Forward-Looking Statements This communication 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 and NexTier’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 communication that are not historical statements, including statements regarding Patterson-UTI’s and NexTier’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 and NexTier’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 business 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 and NexTier’s control. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained in the press release announcing the transaction and otherwise from time to time in Patterson-UTI’s or NexTier’s SEC filings, both of which are available through the Securities and Exchange Commission’s (the “SEC”) Electronic Data Gathering and Analysis Retrieval System (EDGAR) at http://www.sec. gov, or with respect to Patterson-UTI’s SEC filings, Patterson-UTI’s website at http://www.patenergy.com, or with respect to NexTier’s SEC filings, NexTier’s website at https://nextierofs.com. Patterson-UTI and NexTier undertake no obligation to publicly update or revise any forward-looking statement. Important Additional Information Regarding the Merger of Equals Will Be Filed With the SEC In connection with the proposed transaction, Patterson-UTI intends to file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of Patterson-UTI and NexTier that also constitutes a prospectus of Patterson-UTI. Each of Patterson-UTI and NexTier also plan to file other relevant documents with the SEC regarding the proposed transaction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. Any definitive joint proxy statement/ prospectus (if and when available) will be mailed to shareholders of Patterson-UTI and NexTier. 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 shareholders will be able to obtain free copies of these documents (if and when available) 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 will be 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 will be 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. Participants in the Solicitation Patterson-UTI, NexTier and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Patterson-UTI is set forth in its proxy statement for its 2023 annual meeting of shareholders, which was filed with the SEC on April 11, 2023, and Patterson-UTI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on February 13, 2023. Information about the directors and executive officers of NexTier is set forth in its proxy statement for its 2023 annual meeting of shareholders, which was filed with the SEC on April 28, 2023, and NexTier’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on February 16, 2023. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Patterson-UTI or NexTier using the sources indicated above. No Offer or Solicitation This document 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 transaction 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.

EX-99.4 5 d506037dex994.htm EX-99.4 EX-99.4

Exhibit 99.4 Patterson-UTI Energy & NexTier Oilfield Solutions Merger of Equals Town Hall June 15, 2023


Agenda Welcome 1 Why NexTier? 2 Patterson-UTI & NexTier Combination 3 Next Steps 4 222


Energy Services Landscape Remains Highly Fragmented Despite outperforming in 2022, a significant number of public Energy Service companies do not have the necessary breadth to attract investor attention and capital flows. As a result, they frequently suffer from relatively higher costs of capital, inadequate equity research coverage, and a lack of trading liquidity. Energy Services Public Company Universe Representative US Company Index $ millions Size Thresholds $80.0 S&P 500 S&P 400 S&P 600 (Large Cap) (Mid Cap) (Small Cap) $70.0 4 companies 8 companies 37 companies $60.0 Small Company Risks Typically Include: • Reduced capital market access and therefore higher cost of debt / $50.0 equity capital $40.0 • Lack of research analyst coverage, which negatively impacts trading, liquidity, and investor relations function $30.0 • Lack of daily trading volume, which keeps new investors / investment out (based on their risk management frameworks) $20.0 There are 35 publicly traded energy service companies (i.e., ~40%) that are too small to be included in a Small Cap Market index $10.0 $.0 Source: All market cap data sourced from Bloomberg as of April 12, 2023. 3 3 SLB $72.8 HAL $30.2 BKR $29.5 TS $17.3 NOV $7.3 FTI $6.0 CHX $5.6 NE $5.4 VAL $4.9 RIG $4.8 WFRD $4.4 FLS $4.3 TE $3.9 HP $3.9 SUBC $3.5 WHD $3.4 SPM $3.3 VK $3.0 SDRL $3.0 SBMO $2.7 PTEN $2.6 TGS $2.4 LBRT $2.3 TDW $2.2 XPRO $2.1 ACDC $2.0 NEX $2.0 BORR $1.9 AKSO $1.9 WG/ $1.9 OII $1.8 RES $1.6 SES $1.5 HLX $1.2 DNO… $1.2 NBR $1.2 CLB $1.1 SBO $1.1 DRQ $1.0 SLCA $0.9 PUMP $0.9 PGS $0.8 PSI $0.7 PD $0.7 VTOL $0.6 SCL $0.6 ODL $0.6 CGG $0.6 OIS $0.5 CEU $0.5 TRE $0.5 TCW $0.5 HTG $0.5 SHLF $0.5 NESR $0.5 CMG $0.4 PFC $0.4 ESI $0.4 SOI $0.4 BOOM $0.4 RNGR $0.3 PHX $0.3 TOT $0.3 FET $0.3 CFW $0.2 TSI $0.2 SMHI $0.2 MG $0.2 TUSK $0.2 SOFF $0.2 KLXE $0.2 NINE $0.2 CET $0.2 NGS $0.1 ARCH $0.1 GEOS $0.1 SND $0.1 PSD $0.1 NCSM $0.1 HWO $0.0 ICD $0.0 AKT/A $0.0 SDPI $0.0 AWDR $0.0


Who We Are Today Leading Provider of Critical Path Services — ~50% of E&P Total Well Spend Includes Services Provided by Patterson-UTI Headquarters Employees (Jan. 2023) Houston 6,500 184 rigs in U.S. 12 Active spreads 2 • 172 super-spec rigs 40+ years completions • 120 Tier-1, Super- expertise Spec Colombia 8 rigs in Colombia 45+ years drilling expertise 1. Estimated well cost data provided by Rystad Energy 4 2. A super-spec rig is defined as at least a 1,500 horsepower, AC-powered rig that has at least a 750,000-pound hookload, a 7,500-psi circulating system, and is pad-capable. A Tier-1, super-spec rig is defined as a super-spec rig that also has a third mud pump and raised drawworks that allow for more clearance underneath the rig floor.


NexTier At a Glance Headquarters Employees (Dec. 2022) Market Cap Houston 4,300 $2.0B 2022 Annual Revenue 5th largest Pressure pumper $3.2B 33 active spreads Integrated well site platform Hydraulic Frac Pumpdown Power solutions Wireline Logisitics Cementing Reservoir Engineering Intellistim™ frac optimiziation 5


Creates a New North American Player with Revenue Generation Among the Industry Leaders… North American Oilfield Services Revenue Comparison (Q1 2023A Annualized) $11.1 $6.9 $6.8 $5.0 $4.0 $3.7 $3.4 $3.3 $3.1 $2.8 $2.3 Combined Source: Company filings. Note: $ in billions. Data as of 31-Mar-2023, represents 1Q23 annualized revenue. Includes publicly traded oilfield services 6 companies with North American revenue greater than $2bn.


…with a Significantly Expanded North American Frac Footprint Current Energy Services Frac Horsepower Landscape (United States Market Only) 60 4950 52 4450 50 46 3300 45 44 3950 42 2898 3290 40 3450 33 2500 2450 2950 30 2100 2450 20 1950 15 12 1450 10 10 9 10 1315 7 1190 728 639 950 2 450 540 490 0 450 Others Combined U.S. Active Frac Fleet Count Frac Reported Horsepower 7 Source: Public filings, Company provided information, Rystad & Wall Street Research


Why NexTier We have focused on organic initiatives and strategic M&A to grow and diversify our business • No stranger to us — neighbor in Houston who is one of the top 4 pressure pumpers • Unique in its integrated platform of services • Complementary geographic footprint with assets in Montana/North Dakota and Wyoming/Colorado • Strong financial foundation which aligns with PTEN • Opportunity to move our business forward to better serve new and existing customers • Drive growth and create value for all of our stakeholders 888


Operations Across the Most Active U.S. Basins 172 3.3 Million Super-Spec Drilling Rigs Hydraulic Horsepower Leading Provider Nearly 2/3 Drilling & Completions Services Dual Fuel Capable Frac Fleets Using Low Carbon Fuel Sources Colombia PTEN Drilling PTEN Drilling and Pressure Pumping NexTier 9


Unlocking Value and Enhancing Efficiency Through Data Analytics Patterson-UTI’s portal for the real time collection, The NexHub Digital Center is a cutting edge platform aggregation, analysis, and visualization of data that enables highly efficient field operations and from drilling rigs and frac spreads enhances corporate returns • Connects rigs and frac spreads through a digital • Equipment health management: Predictive analytics to lower interface to PTEN engineers and customers maintenance spend and extend asset life • Allows for custom performance applications and • Digital Engineering: 24/7 technical support reduces advanced algorithms when combined on drilling rigs downtime and drives consistency of service delivery ® with PTEN’s CORTEX KEY edge server • Power Solutions: Maximize fuel cost savings through remote • Advanced algorithmic monitoring of PTEN’s drilling rig control of CNG equipment and fuel delivery ® fleet with near real time alerts using the REX system • Logistics Control Tower: Optimize truck movements for all of US Land Best-in-Class Operational and Technology Portfolio and Data Analytics to Maximize Well Performance 10


Sustainability Leadership Position in Low Carbon Solutions Combined Company Will Lead the Industry in Next Generation Equipment 50%+ combined company fleet Sustainability leadership position in low-carbon emissions Natural gas lowers CO2 emissions by 30% compared 2 utilizing natural gas as a primary fuel to diesel capable of being powered by natural gas Engine control automation across business, EcoCell™ Additional natural gas-powered fleets would be lithium battery hybrid technology and high-line power on replacements as the combined company will continue drilling operations the strategy to retire diesel powered assets, responsibly, over time, to maximize the return on investment Dual fuel can lower annual fuel costs by more than $10 1 million per fleet Patterson-UTI has been successfully testing remote engine automation for reduced fuel usage NexTier has deployed its first electric frac fleet in 2023 Sources: 1. NEX Internal Estimates, 2. U.S. Energy Information Administration 11


Combined Company Focused on Human Capital Management Shared commitment to investing in and developing employees to create employer of choice in the energy industry Promoting diversity and Commitment to safety inclusion initiatives Formalized leadership Focus on recruitment in training local communities we operate in Performance management and development programs 12


What Comes Next? ‘NexTier Completions’ Patterson-UTI Energy Combined Company Well Completions Business Combined Company Name Post-Close Name Q4 2023 Houston Expected Time to Close (subject to shareholder & Combined Company HQ regulatory approvals) Andy Hendricks Business as Usual Combined Company CEO Focus on Safety & Deliver to Customers Continue to work towards closing and shift to integration planning 131313


Principal Goal of Integration Bringing together the best of both organizations Keep business continuity and commercial success of both Patterson-UTI and NexTier running seamlessly and ensure a smooth experience and exceptional services for our customers… delivering on our commitment of accelerated profitable growth 1414


Questions? 1515


Headquarters Employees (Jan. 2023) Who We Are Today? Houston 6,500 DRILLING PUMPING DIRECTIONAL DATA ANALYTICS POWER RENTALS RELIABILITY Onshore contract Full-service pressure Comprehensive Space flight Electrical Large selection of API-certified drilling drilling in U.S. and pumping focused on suite of directional navigation engineering, equipment and field equipment Colombia, primarily engineered solutions drilling services with algorithms to equipment, recertifications and support used in focused on Tier-1, and dual-fuel a strong reputation improve the automation upgrades for drilling, completions Super-Spec rigs and capable spreads for the reliability and accuracy of software, energy improved rig and production rigs capable of with a strong durability of horizontal wellbore storage and field performance downhole using alternative reputation for placement and support to the performance motors, fuel sources such as regional knowledge quality energy, marine and MWD and remote natural gas, hi-line and efficient heavy-equipment electrical power, operations operations industries and lithium batteries 1 50% 39% 8% 3% Revenue % CONTRACT DRILLING PRESSURE PUMPING DIRECTIONAL DRILLING OTHER 16 2 16 1 Patterson-UTI reported revenue for the twelve months ended December 31, 2022.


Headquarters Employees (Jan. 2023) Who We Are Today? Houston 6,500 Drilling Pumping Directional Onshore contract drilling in U.S. Full-service pressure pumping focused Comprehensive suite of directional and Colombia, primarily focused on engineered solutions and dual-fuel drilling services with a strong on Tier-1, Super-Spec rigs and capable spreads with a strong reputation for the reliability and rigs capable of using alternative reputation for regional knowledge and durability of downhole performance fuel sources such as natural gas, efficient operations. motors, MWD and remote operations. hi-line electrical power, and lithium batteries. Rentals Data Analytics Power Reliability We are committed to diversity in Electrical engineering, equipment, Large selection of equipment and API-certified drilling equipment recruiting, opportunity and leadership automation software, energy storage field support used in drilling, recertifications and upgrades for and to fostering a culture of inclusion and field support to the energy, marine completions and production. improved rig performance. and respect. and heavy-equipment industries. 17 2 17


Cautionary Statement Regarding Forward-Looking Statements This presentation 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 and NexTier’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 presentation that are not historical statements, including statements regarding Patterson-UTI's and NexTier’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 and NexTier’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 business 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 and NexTier’s control. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained in the press release announcing the transaction and otherwise from time to time in Patterson-UTI's or NexTier’s SEC filings, both of which are available through the Securities and Exchange Commission’s (the “SEC”) Electronic Data Gathering and Analysis Retrieval System (EDGAR) at http://www.sec.gov, or with respect to Patterson-UTI’s SEC filings, Patterson-UTI's website at http://www.patenergy.com, or with respect to NexTier’s SEC filings, NexTier’s website at https://nextierofs.com. Patterson-UTI and NexTier undertake no obligation to publicly update or revise any forward-looking statement. Important Additional Information Regarding the Merger of Equals Will Be Filed With the SEC In connection with the proposed transaction, Patterson-UTI intends to file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of Patterson-UTI and NexTier that also constitutes a prospectus of Patterson-UTI. Each of Patterson-UTI and NexTier also plan to file other relevant documents with the SEC regarding the proposed transaction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. Any definitive joint proxy statement/prospectus (if and when available) will be mailed to shareholders of Patterson-UTI and NexTier. 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 shareholders will be able to obtain free copies of these documents (if and when available) 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 will be 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 will be 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. Participants in the Solicitation Patterson-UTI, NexTier and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Patterson-UTI is set forth in its proxy statement for its 2023 annual meeting of shareholders, which was filed with the SEC on April 11, 2023, and Patterson-UTI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on February 13, 2023. Information about the directors and executive officers of NexTier is set forth in its proxy statement for its 2023 annual meeting of shareholders, which was filed with the SEC on April 28, 2023, and NexTier’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on February 16, 2023. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Patterson-UTI or NexTier using the sources indicated above. No Offer or Solicitation This document 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 transaction 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. 18

EX-99.5 6 d506037dex995.htm EX-99.5 EX-99.5

Exhibit 99.5

Town Hall

June 15, 2023

Corporate Speakers:

 

   

Andy Hendricks; Patterson-UTI Energy; President and Chief Executive Officer

PRESENTATION

Operator: Please stand by. Your program is about to begin. Good day everyone. And welcome to the Patterson-UTI Employee Town Hall to discuss the merger of equals with NextTier Oilfield Solutions. All lines have been placed on mute to prevent any background noise. (Operator Instructions). I would now like to turn the call over to Andy Hendricks. Sir, you may begin the call.

Andy Hendricks: Hi, thank you, [Brittany]. Welcome to our conversation this afternoon. We had a big announcement this morning. Patterson-UTI Energy and NextTier Oilfield Solutions have signed agreement that we will merge together as equals.

And so this afternoon I wanted to take the time to talk to everybody at Patterson-UTI to explain what this is, why it’s interesting for us and what does it mean. So, if you can see the slides on the screen, we’re going to work through some presentation material to give everybody a little bit more information. On the agenda, we’ll talk about why NextTier, we’ll talk about Patterson-UTI and NextTier and what the combination can look like. And then what’s going to happen next.

Okay. The first thing I’d like to talk to you about is the energy investment landscape. Patterson-UTI is a publicly traded company and we have a duty to shareholders to try to make ourselves as an attractive investment as possible.

We do different things to try to do that. Lately we’ve been taking the profits from the company and returning that to shareholders through payments and dividends, through shareholder buy backs.

And what I want to explain is what the landscape looks like of investable companies in energy. So for those of you who have been with the company for awhile, if you’ll remember back in 2013, 2014 when we used to work over 200 drilling rigs at that time, we had what we call a market cap valuation of over $5 billion and we were a very interesting company.

This chart shows you where we are with the red arrow. But back in 2014, 2015; instead of being a little over $2 billion we were a little over $5 billion and we were a lot further to the left on that chart. Now since that time there’s other companies that have formed. There’s mergers that have happened that have created other entities, which are larger than us and kind of have pushed us over to the right.

So if you’re an investor in the energy space, typically you would look at a chart like this and you probably start with the bigger companies and then work your way down the list to maybe some of the smaller companies.

But we’ve been pushed farther down the list and to the right over the years with all the changes in what’s happening in U.S. and onshore space. I’ll give you an example. So we used to be bigger than Rowan Drilling, offshore driller. We used to be bigger than Ensco Drilling, an offshore driller. Well, both those companies went through bankruptcy and merged and now their combination is bigger than us.

Another company that’s bigger than us now is a company called ChampionX. ChampionX didn’t even exist back in 2013 or ’14 in the past. It’s a merger of several different companies that have come together and now they’re a fairly large company.

So this merger allows us, when we merge with NextTier and when we close this, we’ll have what we call an enterprise value of over $5 billion and we’ll have a market cap that’s approaching $5 billion. And we’ll become an entity that is much more interesting to investors.


So who are we today at Patterson-UTI? We’re headquartered in Houston. We have approximately 6,500 employees. You all know we work in all the major basins in drilling across the U.S. as well as Colombia.

At Universal Pressure Pumping we have 12 active spreads. We work up in the northeast where the company has a great history as well as across Texas, Delaware, Permian, and South Texas and occasional Midcon where our company has a great history in these regions as well.

That’s who we are today. So how does that compare to NextTier? So NextTier is also a company that’s based in Houston. They have about 4,300 employees. Their market cap is about $2 billion. Our market cap is about 2.2. We’re a little bit bigger than they are.

They are heavily weighted to completions. They’re a large hydraulic fracturing organization that also has [water line], they have a cementing business, they have what they call power solutions where they’ve hired people and they’ve built an a business organically from the inside out where they can — they’ve developed the technology for blending natural gas at the well site to power engines that need natural gas for duel fuel or others.

So they do that. They do some reservoir engineering and they’ve got some very interesting advanced data systems for fracturing and completions. They’re in all the major basins across the U.S. You know they are a combination of a number of different companies over the years, including Keen, C&J and Alamo and Rockpile.

So, they’ve grown very large over the years with their acquisitions and putting companies together and that’s where they are today.

So, if you look at what happens in North America when we put these two companies together, and this chart shows you the revenues of the two companies. NextTier is actually — has a greater revenue on an annual basis than we do, and these revenues are calculated based on what the companies filed for Q1 of 2023 on an annualized basis.

In other words, these are the public numbers for the first quarter of 23 times four as if it was a full year. So NextTier would actually earn $3.7 billion. That’s a larger revenue stream than Patterson-UTI at 3.1, but when you combine the two together you get $6.9 billion of annualized revenue, which puts us right at the same level as Schlumberger in North America and just behind Haliburton, bigger than Liberty, bigger than Baker Hughes.

Now what does that mean in hydraulic fracturing because they’re a large hydraulic fracturing company. We have a hydraulic fractioning at and universal as well. So, we have 12 spreads running with almost 1.2 million horsepower. They have 33 spreads active at 2.1 million horsepower.

Now according to the data sources that we have, when you put those two together, we become the number two largest hydraulic fracturing business in the country with 45 spreads working and around 3.3 million horsepower, so just behind Haliburton but ahead of ProFrac and ahead of Liberty.

So why NexTier? We’ve watched the company for several years as they’ve gone through their mergers, their acquisitions, their integrations and what they’ve created over there. They’re no stranger to us. They’re in Houston. They’re one of the top four pressure pumpers that Universal competes against, so we know them well from a lot of different angles.

They have a unique integrated platform of services. So, they’re a hydraulic fracturing company that also has wire line, that also has logistics with their own trucks. They can move their own sand. They can move their own equipment. They have their own power systems where they’re integrating and combining compressed natural gas with pipeline gas at the well side, and they have data systems to support all this. And so, they’re very well integrated across completions platform.

They have a very complimentary geographic footprint with assets up in the north as well Montana, North Dakota, and also Wyoming and Colorado, so they expand our footprint in hydraulic fracturing.

Their strong financial foundation aligns with Patterson-UTI. They have a strong balance sheet. What that means is they actually don’t have very much debt. On a net debt ratio, they have lower debt than Patterson-UTI debts. And so, putting the two companies together makes a very strong company with a strong balance sheet and very little debt.


It’s an opportunity to move our businesses forward to serve new and existing customers. And then last but not least, as I was explaining in the beginning, this allows us to drive growth and create value for all of our stakeholders, including investors.

So, what does the combination look like? For us, that means a total of 184 drilling rigs. 172 are super-spec drilling rigs. That would mean 3.3 million hydraulic horsepower. Nearly two-thirds of the total frac equipment would be dual fuel, and it would make us one of the leading providers of drilling and completion services, also services that can use a low-carbon footprint and a low-carbon fuel source.

So at Patterson-UTI, we have our [PTEN+] data systems for data analytics. We’re all very proud of what we can do there on the seventh floor of our building here and the data that can send out to the people in the fields who need it when they need it.

NexTier has what they call their NexHub, and we see these as two very complimentary systems. Not that we’ll necessary combine them into one, but two systems like this that are complimentary that can also share data and information between each other will become very powerful.

With what do on the drilling side as well as pressure pumping and in directional drilling and in combining the breadth of what they have across hydraulic fracturing, wireline, et cetera, that makes for a very powerful data analytic system that can help us serve our customers even better.

So, this gives us an enhanced leadership position in low-carbon solutions. Somewhere around two-thirds of the total frac horsepower will be capable of dual-fuel use, including, you know, natural gas as a primary fuel.

At Patterson-UTI, you’ve all had this leadership position in what you do, whether it’s in contract drilling or hydraulic fracturing and low-carbon solutions, and this expands the breadth of that across multiple geographies and in size across the U.S.

I don’t need to go through all these bullets here. If – everybody in the various companies knows the expertise that we have in these systems and it’s an exciting way to just expand that. And for investors that’s important. Investors want to know what are we doing to reduce emissions where we can. And we will continue to invest in engines that have lower emissions.

Both companies have a very strong culture when it – when it’s about people. We’re both very people focused. We have commitments to safety, formalized leadership training, performance management and development programs. We’re both promoting diversity and inclusion. And we’re focusing on recruitment in the local communities where we operate.

Both companies have a number of initiatives to support the people and the employees in the companies. Very similar cultures.

So, what comes next? Patterson-UTI will be the name of our corporation going forward, no change there. We will combine Universal and NexTier completions and we’ll call that NexTier Completions. The company will be headquartered in Houston. The expected timeline to close all this merger will be sometime in the fourth quarter of 2023, subject to shareholder and regulatory approvals.

I’ll continue to be the CEO of the company. And, in general, it’s business as usual. So, what we’d ask everybody on the call is just stay focused on what we do. We’re going to continue to operate as two different companies. We’re not going to talk to each other about what we do. We were going to stay competitive until this closing comes in the fourth quarter of 2023. And we just need to stay focused on what we do to deliver value to our customers. And you guys are all great at that.

So, the principal goal of integration is, again, to keep the business continuity and commercial success of both Patterson-UTI and NexTier. We want to keep everything running seamlessly, ensuring a smooth experience for our customers. And we want to deliver on our commitment of accelerated profitable growth over the next few years. So with that, I’m going to open it up to any questions.

QUESTIONS AND ANSWERS

Andy Hendricks:We don’t have a lot of questions. I’m sure there’s more out there. But one of the first ones that come – has come up is, will we continue to use our headquarters that we have today? I think that’s going to be subject to the integration process to find out.


We’ll work through that at a later date. We are going to form an integration team to look at everything we do and find out the best solutions for the company.

We’re actually going to bring in some independent consultants to help us look at things as well and help us find the right solutions as we work through the integration, and deciding on the headquarters will be part of that as well.

The next question that’s coming in is about operational synergy. And this one’s quite exciting. So, what kind of operational synergies are we going to have? Well in the combination of universal and NextTier, our ambition is to try to use NextTier’s [waterline] on all the universal [frack] spreads.

On the universal [frack] spreads that are operating with natural gas and [duel fuels], the ambition is to try to get NextTier’s power solutions on location where we can blend C&G and pipeline gas where available. Currently we leave that up to the operator to do that for us.

There’s also the opportunity to potentially do that on some of the drilling rigs that we operate on as well. So there’s a — there’s a number of opportunities there where we can enhance the service for our customers and improve our own efficiencies and operations.

We’ve got a question on what will new technology look like in terms of pressure pumping equipment. So if universal, you guys are looking at a number of things in new technology, and we need to keep doing that. We’re still our own company, we’re still working as if we are our own company, and there’s no change to that today.

So initiatives you have, whether it’s in turbine [direct drives] or in testing electric [frack], which I know you’re working on, we want to keep that up. Those are initiatives that you guys have launched, they’re going to bring long term value to the company, and we want to keep going on those technology plans.

One of the questions is will [Great Plains] go under NextTier completions? [No, Great Plains] will continue as you are reporting [as you are], with no change to what you do. And I’ll reiterate that for those that we’ve talked to, it’s the same for [contract drilling], our drilling company, it’s the same for [MS Directional], same for [Superior QC].

There’s a question on what do we do with our profits at the company and how do we reinvest those. So every year we look at the budget and every quarter we look at our performance against the budget to see how our profits are doing and what kind of cash we’re producing as a company.

We reinvest that to buy capital equipment for the company. We also continue to invest in technology, and that happens in a couple of different ways. So we have what we call a CapEx budget every year. Right now our CapEx budget this year’s running around $500 million, so we’re spending $500 million buying new equipment in the field. Some of that is new technology, some of that is maintenance on existing equipment, some of that is drill pipe as it wears out.

And then on the technology front, we employ a lot of people working on technology, whether you’re in an engineering group or you’re working on data analytics, or various other things, and we’re certainly going to continue those efforts.

How does the merger change our international presence? Well in this case it doesn’t. Our international presence is today is where we operate contract drilling in Colombia with a possibility to maybe put a rig in Ecuador as well. But with the merger of NexTier, NexTier is just focused on the US, and it broadens our footprint just across the US, but not change to what we do internationally.

So when will the Universal employees know what the future looks like? Well that will be after closing. And so after closing, we’ll have an integration team formed and we’ll work to try to figure out how the combination of the two businesses is going to look. But for roughly 80% of the people that are in our company and work in the field, I don’t see any real change. People that do things in the field, that’s likely to grow in activity.

We’re going through a little bit of a soft spot right now in terms of activity where we’ve seen a slow down on the drilling rigs, some extra space, white space on the calendar on pressure pumping, a little bit of slow down in directional drilling.


But we have two things that are happening in our favor right now looking forward towards the end of this year and into early next year. One is that in terms of oil prices, we see OPEC continuing to try to step in and put a bit of a floor on oil prices so they don’t go too low, so we should see relatively steady activity in the oil basins. But then on natural gas, that’s the area where we’ve seen the bigger slow down this year from the beginning of the year because natural price – natural gas prices have come down.

If you look at the forward strip on natural gas futures in December, it’s already at $3.40, which is above profitability mark for a number of our ENP customers. So if the natural gas strip continues to trade in that range, I expect that we’ll be increasing activity towards the end of this year and going into next year.

There’s a question on are we going to be sharing any facilities. Well today it’s business as usual, and there’s no plan to change what we’re doing today. Once we get to close on the merger in the fourth quarter, then again, this gets back to the study that we’ll do as an integration team to find out what makes the most sense and is the most efficient for the company.

As expected, there’s a number of questions coming in related to jobs and compensation and things like that and what’s going to change, and today it’s too early to tell. Again, we’ll work through those kind of things after we get to closing in the fourth quarter. But as a mentioned, my anticipation is that for people working in the field today, it’s very likely an activity increase just based on the natural gas futures prices potentially moving up at the end of the year. And if natural gas does that, then I expect that we’ll be probably almost as busy as we were back in January sometime in early of ’24.

There’s a question on culture and how important it – will it be to use the culture that we have today as we integrate with NexTier?

I think what you’ll find is that we both have similar cultures. There may be some slight differences. But we will take the time after closing to try to understand more about the cultures of both companies, as we begin to integrate things together.

In a large merger like this, and this is a large merger, we’re talking about coming together and being at around 10,000 when we’re done, it is important for us to understand the cultures of both companies and how things are going to fit together and how we’re going to work together.

And the intended is try to take the best workflows, the best processes as we start to combine things and integrate things. How do we think our customers are going to view this?

Well, we’ve already heard from at least three of our very large customers and they see it very positive. I’ll give you a quote from one of the CEOs and one of our large customers. They said, “A strong Patterson-UTI is good for us. And what they see in this combination is the creation of a strong company that has very little debt, that can be resilient through the downturns and support them no matter what.” So, the initial reaction from the customers that we’ve spoken to so far, and these are three of our largest as of this morning, is they’re very positive about the merger.

Do we have a timeline for the integration of the basins between Universal and NexTier? Well first, we get to close, and as I mentioned, the integration team will start to look at that. But I would expect you’ll see integrations in the basins within the first nine months after close, in terms of trying to have everybody working together in the various basins. But these things take time.

And we’re not going to rush too fast. We’re going to find the right balance. We’re not going to take too long. But we don’t want to go too fast either. There’s a lot of respect from both sides in terms of the best practices. And as we work on these things, we’ll try to make sure that we’re taking lessons learned from both sides when we put things together.

So, what’s the message to the customers where we have committed work? The message is, today it’s business as usual. And we’re here to support you. And even post-merger, we’re here to support you. If there’s a crew working for a customer in the field today, that crew’s very likely to continue working for that same customer going forward, even post-merger. So, I don’t see any real change there for a lot of you, especially when it comes to servicing particular customers in the field.


Does NexTier have a similar career development plan as Patterson-UTI? And there are some similarities. Where we’ve been investing in our employees in training when you come in and as you advance in your career and leadership training, we’ve seen NexTier doing the same. But again, this gets back to us as we put things together. It’s not just taking one group’s approach or another group’s approach, but it’s trying to take the best from both sides and put them together in the merger.

So how does the pending merger impact hiring? No change. For us it’s business as usual. There’s job openings today. We still need to work to fill those job postings and we’re going to continue to run our business as if it’s standalone until that changes. And then once we get post merger, we’ll evaluate what we need at that point as well but I would say based on what we discussed earlier there’s going to be continuing hiring at that point too, if activity grows based on what future commodity prices could look like.

So there’s a question, will [PTEN] contain more control? Well, this is a merger of equals but at the same time I’ll still be president and CEO. We will merge the companies together, we will be one company when it’s done.

At the board level we’re going to merge the boards but it’s going to be six people from the Patterson-UTI board combining with five people from the NextTier board, for a total of 11 on the board.

Will we have an agreement not to hire from each other? We have to keep working as separate companies. We can’t have any agreements between each other. We won’t talk to each other about business particulars and so we have to stay independent in everything we do going forward until we actually get to the closer of the merger.

Well, I want to thank everybody for your time today. We’re really excited about the potential that this brings. It’s going to make us a formable presence in North America. It’s going to make us a very interesting investment for our shareholders. And I want to thank everybody for what you do for the company and we look forward to going forward with this and thank you for your time today. [Brittany], I’ll hand it back to you. Thank you.