Patterson-UTI Energy, Inc. completed the acquisition of Pioneer Energy Services Corp.
The transaction is subject to regulatory approvals, customary closing conditions, the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act shall have expired or been terminated, the approval for listing of the Company Common Stock to be issued in connection with the First Company Merger on the NASDAQ, the registration statement on Form S-4, to be filed with the SEC by the Company, having been declared effective by the SEC, execution and delivery of the Third Supplemental Indenture, the requirement that not more than 6% of the shares of Pioneer Common Stock outstanding immediately prior to the Mergers have validly exercised appraisal rights pursuant to Delaware law and the approval of the holders of at least sixty percent of the total voting power of all outstanding securities of Pioneer generally entitled to vote at a meeting of Pioneer's stockholders. The transaction was unanimously approved by each of Patterson-UTI's and Pioneer Energy Services' board of directors. The Pioneer board unanimously recommends that Pioneer stockholders and Pioneer convertible noteholders vote FOR the Pioneer merger proposal and FOR the Pioneer compensation proposal. The meeting for the Pioneer stockholders is scheduled to be held on September 28, 2021. The transaction is expected to close in the fourth quarter of 2021. As of September 17, 2021, the transaction is expected to close on October 1, 2021. The transaction is accretive to both cash flow per share and adjusted EBITDA per share and generate annual synergies of than $15 million.
Tull R. Florey of Gibson, Dunn & Crutcher LLP is serving as legal counsel to Patterson-UTI. Christopher S. Collins and David Lassetter of Vinson & Elkins L.L.P. is serving as legal counsel to Pioneer Energy Services. Simmons Energy, a division of Piper Sandler, and Tudor, Pickering, Holt & Co. are serving as financial advisors to Pioneer Energy Services. Daryl Lansdale of Norton Rose Fulbright US LLP acted as legal advisor to Pioneer Energy. Piper Sandler & Co. acted as fairness opinion provider to Pioneer. Latham & Watkins LLP acted as a legal advisor to Pioneer Energy Services Corp.
Patterson-UTI Energy, Inc. (NasdaqGS:PTEN) completed the acquisition of Pioneer Energy Services Corp. on October 1, 2021.