UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM
(Amendment No. 1)
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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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).
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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.☐
Introduction
Patterson-UTI is filing this Amendment solely to supplement Item 9.01 of the Prior Forms 8-K to file (i) the audited consolidated financial statements of NexTier as of December 31, 2022 and 2021 and for the years ended December 31, 2022, 2021 and 2020, (ii) the unaudited condensed consolidated financial statements of NexTier as of June 30, 2023 and for the six months ended June 30, 2023 and 2022, (iii) the audited consolidated financial statements of Ulterra Parent as of December 31, 2022 and for the year ended December 31, 2022, (iv) the unaudited condensed consolidated financial statements of Ulterra Parent as of June 30, 2023 and for the six months ended June 30, 2023, and (v) the unaudited pro forma condensed combined financial data of Patterson-UTI as of June 30, 2023 and for the six months ended June 30, 2023 and for the year ended December 31, 2022. Except for the foregoing, this Amendment does not modify or update any other disclosure contained in the Prior Forms 8-K.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
NexTier
The audited consolidated balance sheets of NexTier and its subsidiaries as of December 31, 2022 and 2021 and related consolidated statements of operations and comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the years ended December 31, 2022, 2021 and 2020, and the related notes thereto, are filed herewith and attached hereto as Exhibit 99.1, and are incorporated herein by reference.
The unaudited condensed consolidated balance sheet of NexTier and its subsidiaries as of June 30, 2023, and the related condensed consolidated statements of operations and comprehensive income, changes in stockholders’ equity, and cash flows for each of the six months ended June 30, 2023 and 2022, and the related notes thereto, are filed herewith and attached hereto as Exhibit 99.2, and are incorporated herein by reference.
Ulterra Parent
The audited consolidated balance sheet of Ulterra Parent and its subsidiaries as of December 31, 2022 and related consolidated statements of operations and comprehensive income (loss), owners’ equity, and cash flows for the ended December 31, 2022, and the related notes thereto, are filed herewith and attached hereto as Exhibit 99.3, and are incorporated herein by reference.
The unaudited condensed consolidated balance sheet of Ulterra Parent and its subsidiaries as of June 30, 2023, and the related condensed consolidated statements of operations and comprehensive income (loss), owners’ equity, and cash flows for the six months ended June 30, 2023, and the related notes thereto, are filed herewith and attached hereto as Exhibit 99.4, and are incorporated herein by reference.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial statements of Patterson-UTI as of June 30, 2023, for the six months ended June 30, 2023 and for the year ended December 31, 2022, are filed herewith and attached hereto as Exhibit 99.5, and are incorporated herein by reference.
(d) Exhibits.
23.1 |
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23.2 |
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Consent of BDO USA, P.C., independent auditors for BEP Diamond Topco L.P. |
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99.1 |
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99.2 |
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99.3 |
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99.4 |
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99.5 |
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Unaudited pro forma combined financial information of Patterson-UTI Energy, Inc. |
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104 |
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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: September 5, 2023 |
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Patterson-UTI Energy, Inc. |
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By: |
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/s/ C. Andrew Smith |
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Name: C. Andrew Smith |
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Title: Executive Vice President and Chief Financial Officer |