Oilfield services provider Patterson-UTI Energy, Inc. (PTEN) announced Thursday a definitive merger agreement with NexTier Oilfield Solutions Inc. (NEX) to combine in an all-stock merger of equals transaction. The combined company is expected to have an enterprise value of approximately $5.4 billion.
Under the deal terms, NexTier shareholders will receive 0.7520 shares of Patterson-UTI common stock for each share of NexTier common stock owned. Upon the deal closure, Patterson-UTI shareholders will own around 55% of the combined company, and NexTier shareholders will own the remaining around 45%.
The merger is expected to close in the fourth quarter of 2023, following Patterson-UTI and NexTier shareholder approval, regulatory approvals and satisfaction of other customary closing conditions.
The agreement has been unanimously approved by the boards of directors of both companies. The merger is expected to be tax-free to shareholders of both companies.
The deal is expected to be accretive to earnings per share and free cash flow per share in 2024. The combined company expects to realize annual cost savings and operational synergies of approximately $200 million within 18 months following close.
On an annualized combined basis as of the first quarter of 2023, the combined company generated around $6.9 billion of revenue, and $1.9 billion in adjusted EBITDA.
Upon close, Andy Hendricks, President and Chief Executive Officer of Patterson-UTI, will serve as President and Chief Executive Officer of the combined company and Robert Drummond, President and Chief Executive Officer of NexTier, will become Vice Chair of the combined company’s Board.
Curtis Huff, Patterson-UTI’s current Chair of the Board, will serve as Chair of the combined company’s Board. The combined company’s Board will comprise 11 directors, six of whom will be from the Patterson-UTI Board, including Hendricks, and five from the NexTier Board.
The combined company will operate under the name Patterson-UTI Energy, Inc. and trade under the ticker symbol PTEN. The Well Completions business will operate under the NexTier Completions brand.
In the deal, Goldman Sachs & Co. LLC is serving as financial advisor to Patterson-UTI. Moelis & Company LLC is serving as financial advisor to NexTier.
Source: Read Full Article