Seventy Seven Energy Inc. Announces Meeting Date for Special Meeting Regarding Merger with Patterson-UTI Energy, Inc.
SEVENTY SEVEN ENERGY INC. (“SSE”) announced today that it will
hold a special meeting of its stockholders in connection with the
proposed merger with Patterson-UTI Energy, Inc. (“Patterson UTI”) on
April 20, 2017 at 9:00 a.m. Central Time, at SSE’s offices at 777 N.W.
63rd Street, Oklahoma City, Oklahoma 73116. At the special meeting,
SSE’s stockholders will consider and vote upon (i) the proposal to adopt
the previously announced Agreement and Plan of Merger (the “Merger
Agreement”) dated as of December 12, 2016, by and among SSE,
Patterson-UTI Energy, Inc., and Pyramid Merger Sub, Inc. (the “Merger
Agreement Adoption Proposal”), (ii) the proposal to approve, on an
advisory (non-binding) basis, the compensation that may be paid or
become payable to SSE’s named executive officers in connection with the
merger contemplated by the Merger Agreement and (iii) a proposal to
approve the adjournment of SSE’s special meeting to a later date or
dates, if necessary or appropriate, to solicit additional proxies in the
event there are not sufficient votes at the time of the special meeting
to approve the Merger Agreement Adoption Proposal.
SSE’s stockholders of record at the close of business on February 22,
2017, will be entitled to receive notice of the special meeting and to
vote at the special meeting.
About Seventy Seven Energy Inc.
Headquartered in Oklahoma City, SSE provides a wide range of wellsite
services and equipment to U.S. land-based exploration and production
customers. SSE’s services include drilling, hydraulic fracturing and
oilfield rentals and its operations are geographically diversified
across many of the most active oil and natural gas plays in the onshore
U.S., including the Anadarko and Permian basins and the Eagle Ford,
Haynesville, Marcellus, Niobrara and Utica shales.
Important Information for Investors and Stockholders
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any
vote or approval. The acquisition by Patterson-UTI of SSE in an
all-stock transaction (the “proposed transaction”) will be submitted to
the stockholders of each of Patterson-UTI and SSE for their
consideration. Patterson-UTI has filed a Registration Statement on Form
S-4 that includes a prospectus and proxy statement jointly prepared by
Patterson-UTI and SSE. SSE and Patterson-UTI may also file other
documents with the Securities and Exchange Commission (the “SEC”)
regarding the proposed transaction.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION.
Investors and security holders may obtain free copies of the proxy
statement/prospectus and other documents containing important
information about SSE and Patterson-UTI once such documents are filed
with the SEC through the website maintained by the SEC at 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 www.patenergy.com
under the tab “Investors” and then through the link titled “SEC Filings”
or by contacting Patterson-UTI’s Investor Relations Department by email
at investrelations@patenergy.com,
or by phone at (281) 765-7100. Copies of the documents filed with the
SEC by SSE will be available free of charge on SSE’s website at www.77nrg.com
under the tab “Investors” and then through the link titled “SEC Filings”
or by contacting SSE’s Investor Relations Department at IR@77nrg.com,
or by phone at (405) 608-7730.
Participants in the Solicitation
Patterson-UTI, SSE and certain of their respective directors and
executive officers may be deemed to be participants in the solicitation
of proxies from the stockholders of Patterson-UTI in connection with the
proposed transaction. Information about the directors and executive
officers of Patterson-UTI is set forth in the 2016 Annual Report on Form
10-K/A for Patterson-UTI, which was filed with the SEC on March 13,
2017. Information about the directors and executive officers of SSE is
set forth in the 2015 Annual Report on Form 10-K/A for SSE, which was
filed with the SEC on April 29, 2016 and the Current Report on Form 8-K
for SSE, which was filed with the SEC on August 1, 2016. These documents
can be obtained free of charge from the sources indicated above. Other
information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings
or otherwise, will be contained in the proxy statement/prospectus and
other relevant materials to be filed with the SEC when they become
available.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements which are
protected as forward-looking statements under the Private Securities
Litigation Reform Act of 1995 that are not limited to historical facts,
but reflect Patterson-UTI’s current beliefs, expectations or intentions
regarding future events. Words such as “anticipate,” “believe,”
“budgeted,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,”
“plan,” “predict,” “potential,” “project,” “pursue,” “should,”
“strategy,” “target,” or “will,” and similar expressions are intended to
identify such forward-looking statements. The statements in this press
release that are not historical statements, including statements
regarding the expected timetable for completing the proposed
transaction, benefits and synergies of the proposed transaction, costs
and other anticipated financial impacts of the proposed transaction; the
combined company’s plans, objectives, future opportunities for the
combined company and services, future financial performance and
operating results and any other statements regarding Patterson-UTI’s and
SSE’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 or
SSE’s control, which could cause actual results to differ materially
from the results expressed or implied by the statements. These risks and
uncertainties include, but are not limited to: failure to obtain the
required votes of Patterson-UTI’s or SSE’s stockholders; the timing to
consummate the proposed transaction; satisfaction of the conditions to
closing of the proposed transaction may not be satisfied or that the
closing of the proposed transaction otherwise does not occur; the risk
that a regulatory approval that may be required for the proposed
transaction is not obtained or is obtained subject to conditions that
are not anticipated; the diversion of management time on
transaction-related issues; the ultimate timing, outcome and results of
integrating the operations of Patterson-UTI and SSE following the
consummation of the proposed transaction; the effects of the business
combination of Patterson-UTI and SSE following the consummation of the
proposed transaction, including the combined company’s future financial
condition, results of operations, strategy and plans; potential adverse
reactions or changes to business relationships resulting from the
announcement or completion of the proposed transaction; expected
synergies and other benefits from the proposed transaction and the
ability of Patterson-UTI to realize such synergies and other benefits;
expectations regarding regulatory approval of the transaction; results
of litigation, settlements and investigations; actions by third parties,
including governmental agencies; volatility in customer spending and in
oil and natural gas prices, which could adversely affect demand for
Patterson-UTI’s services and their associated effect on rates,
utilization, margins and planned capital expenditures; global economic
conditions; excess availability of land drilling rigs and pressure
pumping equipment, including as a result of low commodity prices,
reactivation or construction; liabilities from operations; weather;
decline in, and ability to realize, backlog; equipment specialization
and new technologies; shortages, delays in delivery and interruptions of
supply of equipment and materials; ability to hire and retain personnel;
loss of, or reduction in business with, key customers; difficulty with
growth and in integrating acquisitions; governmental regulation; product
liability; legal proceedings; political, economic and social instability
risk; ability to effectively identify and enter new markets;
cybersecurity risk; dependence on our subsidiaries to meet our long-term
debt obligations; variable rate indebtedness risk; and anti-takeover
measures in our charter documents.
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 and SSE’s
SEC filings. Patterson-UTI’s filings may be obtained by contacting
Patterson-UTI or the SEC or through Patterson-UTI’s web site at http://www.patenergy.com
or through the SEC’s Gathering and Analysis Retrieval System (EDGAR) at http://www.sec.gov.
SSE’s filings may be obtained by contacting SSE or the SEC or through
SSE’s web site at www.77nrg.com
or through EDGAR. Patterson-UTI and SSE undertake no obligation to
publicly update or revise any forward-looking statement.
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