Cara M. Hair . ☐ ☐ ☐ ☐ ☐ Helmerich & Payne, Inc. 4.65% Senior Notes due 2025 Helmerich & Payne International Drilling Co. Guarantees of 4.65% Senior Notes due 2025(2) ” 742-5531 use of forward-looking terminology such as impairments; and This summary highlights selected information from this prospectus or incorporated by reference herein and is therefore qualified in its entirety by the more detailed information appearing elsewhere, or incorporated by reference, in this prospectus. It may not contain all the information that is important to you. We urge you to read carefully this entire prospectus and the other documents to which it refers to understand fully the terms of the exchange offer and the New Notes. Summary Description of the New Notes the Company. We may not have sufficient funds to purchase the New Notes upon a Change of Control Triggering Event as required by the indenture governing the New Notes. The Change of Control Offer covenant provides limited protection. You must comply with the exchange offer procedures to receive New Notes. ” We expressly reserve the right to amend or terminate the exchange offer, and not to exchange any Old Notes, upon the occurrence of any of the events specified under Notes surrendered for exchange must be endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as we or the exchange agent determine, duly executed by the registered holders with the signature thereon guaranteed by an Eligible Institution. ” ” In all cases, issuance of New Notes for Old Notes that are accepted for exchange will only be made after timely receipt by the exchange agent of: and duly executed appropriate letter of transmittal or facsimile thereof or . Accounting Treatment ” Notes, including information with respect to any selling holder required by the Securities Act in connection with the resale of the New Notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an Certain defined terms used in this description but not defined herein have the meanings assigned to them in the indenture. the persons in whose names the New Notes are registered at the close of business on the preceding March The indenture ” the New Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). The Company shall provide written notice of the delay of such redemption date or the rescission of such notice of redemption (and rescission and cancellation of the redemption of the notes) to the trustee no later than 10:00 a.m. Eastern Time (subject to DTC procedures) on the redemption date or the redemption date as so delayed that all conditions to the redemption have been satisfied or if any such redemption has been rescinded or delayed. Upon receipt of such notice of delay of such redemption date or rescission of such notice of redemption, such redemption date shall be automatically delayed or such notice of redemption shall be automatically rescinded, as applicable, and the redemption of the notes shall be automatically delayed or rescinded and cancelled, as applicable, as provided in such notice. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another person. such holding company immediately following such transaction are substantially the same as the holders of the Voting Stock of upon not less than 30 nor more than 60 secured or were of the type that secured the mortgage extended, renewed, refinanced or replaced, plus improvements, accessions to and replacements or proceeds thereof on such property or assets and (2) the Debt secured by such mortgage is not greater in principal amount than the Debt secured by the mortgage extended, renewed, refinanced or replaced plus the amount of fees and expenses and any prepayment premiums or breakage costs incurred in connection therewith; to Section 314 of the Trust Indenture Act; provided, however, that , to examine such reports, information, documents and other reports to ensure compliance with the provisions of the indenture, to ascertain the correctness or otherwise of the information or the statements contained therein or to participate in any conference calls. ” Discharge, Legal Defeasance and Covenant Defeasance principal of, premium, if any, and interest on all outstanding New Notes; provided that, with respect to any redemption pursuant to The global notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the global notes may not be exchanged for New Notes in certificated form except in the limited circumstances described below. See ” note to such Persons will be limited to that extent. Because DTC can act only on behalf of Participants, which in turn act on behalf of Indirect Participants, the ability of a Person having beneficial interests in a global note to pledge such interests to Persons that do not participate in . Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream. transaction may have to be rescinded. In addition, the fiduciary of the ERISA Plan that engaged in such a nonexempt prohibited transaction may be subject to penalties and liabilities under ERISA and the Code. in connection with the exchange of Old Notes for New Notes) constitutes the assets of any (A) employee benefit plan that is subject to Title I of ERISA; (B) plan, individual retirement account or other arrangement that is subject to Section 4975 of the Code, or provisions under any applicable Similar Law; or (C) entity whose underlying assets are considered to include Plan Assets of any such plan, account or arrangement or (ii) the acquisition and holding of the New Notes (including in connection with the exchange of Old Notes for New Notes) by such acquirer or transferee will not constitute a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a similar violation under any applicable Similar Laws and (b) such purchaser or transferee will not transfer the New Notes (including in connection with the exchange of Old Notes for New Notes) to any person or entity unless such person or entity could truthfully make the foregoing representations and covenants. Each purchaser and subsequent transferee of the New Notes (including in connection with the exchange of Old Notes for New Notes) that is a Covered Plan or Covered Plan Investor also will be deemed to have represented and warranted that neither we nor this exchange offer will be passed upon for us by Gibson, Dunn & Crutcher LLP, Houston, Texas. The consolidated financial statements of SEC’s website. OFFER TO ISSUE Name: John W. LindsayUse these links to rapidly review the document28, 201924, 2022
SECURITIES AND EXCHANGE COMMISSION
UNDER
THE SECURITIES ACT OF 1933
(Exact name of registrant as specified in its charter) HELMERICH & PAYNE, INC.Delaware(Exact name of registrant as specified in its charter)HELMERICH & PAYNEINTERNATIONAL DRILLING CO.(Exact name of registrant as specified in its charter)Delaware
(State or other jurisdiction of
incorporation or organization) Delaware(State or other jurisdiction of incorporation or organization)
(Primary Standard Industrial
Classification Code Number) 1381(Primary Standard Industrial Classification Code Number)
(I.R.S. Employer
Identification Number)73-0765153(I.R.S. Employer Identification Number)
(918) 742-5531
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)1437 South Boulder Avenue, Suite 1400Tulsa, Oklahoma 74119(918) 742-5531(Address, including zip code, and telephone number, including area code, ofregistrant's principal executive offices)1437 South Boulder Avenue, Suite 1400Tulsa, Oklahoma 74119(918) 742-5531(Address, including zip code, and telephone number, including area code, ofregistrant's principal executive offices)
Senior Vice President, Corporate Services and Chief Legal and Compliance Officer
Helmerich & Payne, Inc.
1437 South Boulder Avenue, Suite 1400
Tulsa, Oklahoma 74119
(918) 742-5531
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Gibson, Dunn & Crutcher LLPCopy to:811 Main Street, Suite 3000David L. EmmonsJeremy L. MooreBaker Botts L.L.P.910 Louisiana St
Houston, Texas 77002-499577002(713) 229-1234(346) 718-6600public: public: As soon as practicable after this registration statement becomes effective.effectiveooo"larger“larger accelerated filer," "accelerated” “accelerated filer," "smaller” “smaller reporting company"company” and "emerging“emerging growth company"company” in Rule 12b-2 of the Exchange Act. Helmerich & Payne, Inc. ýNon-accelerated filer o o o oHelmerich & Payne International Drilling Co.Large accelerated filer oNon-accelerated filer ýAccelerated filer oSmaller reporting company oEmerging growth company ooooCALCULATION OF REGISTRATION FEE CALCULATION OF REGISTRATION FEE
to be Registered
Registered ��
Offering Price
per Unit(1)
Maximum
Aggregate
Offering Price(1)
Registration Fee Helmerich & Payne, Inc. 2.900% Senior Notes due 2031 $ 550,000,000 100% $ 550,000,000 $ 50,985 Title of Each Class of Securities
to be Registered Amount to be
Registered Proposed Maximum
Offering Price
per Unit(1) Proposed Maximum
Aggregate Offering
Price(1) Amount of
Registration Fee $487,148,000 100% $487,148,000 $59,042.34 — — — — (2)Pursuant to Rule 457(n) under the Securities Act of 1933, as amended, no additional fee is being paid in respect of the guarantees related to the notes. The guarantees related to the notes are not traded separately from the notes.effective. effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.28, 201924, 2022
$487,148,000550,000,000 aggregate principal amount of 4.65%2.900% Senior Notes due 20252031
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED,
IN EXCHANGE FOR
ALL OUTSTANDING AND UNREGISTERED
$487,148,000550,000,000 aggregate principal amount of 4.65%2.900% Senior Notes due 20252031Guaranteed by Helmerich & Payne International Drilling Co.2019,2022, unless we extend or earlier terminate the exchange offer.Notes:Notes("Parent"(the “Company”) is offering to issue (the "exchange offer"“exchange offer”) $487,148,000$550,000,000 aggregate principal amount of 4.65%2.900% Senior Notes due 20252031 (the "New Notes"“New Notes”) that have been registered under the Securities Act of 1933, as amended (the "Securities Act"“Securities Act”), in exchange for outstanding unregistered $487,148,000$550,000,000 aggregate principal amount of 4.65%2.900% Senior Notes due 20252031 (the "Old Notes"“Old Notes”). The term "Notes"“Notes” refers to both the Old Notes and the New Notes.••The New Notes will be guaranteed on a senior unsecured basis by Helmerich & Payne International Drilling Co. ("H&P Drilling Co."), a wholly owned subsidiary of Parent.Offer:Offer2019,2022, unless extended.•••••"Plan“Plan of Distribution."”•"Risk Factors"“Risk Factors” beginning on page 12.10.20192022 Page Page ii ii SUMMARY 1 1210 1613 1713 2620 4638 4738 5040 5141 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 5141 51 41 "SEC"“SEC”). We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in the letter of transmittal accompanying this prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus may only be used where it is legal to exchange the Old Notes for the New Notes, and this prospectus is not an offer to exchange or a solicitation to exchange the Old Notes for the New Notes where such an offer, solicitation or exchange would be unlawful. You should assume that the information appearing in this prospectus is accurate only as of the date on the cover of this prospectus and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference.SEC'sSEC’s website at http://www.sec.gov. See "Where“Where You Can Find More Information."
Helmerich & Payne, Inc.
1437 South Boulder Avenue, Suite 1400
Tulsa, Oklahoma 74119
(918) 588-5190 2019, 2022, which is five business days before the expiration of the exchange offer.management'smanagement’s understanding of industry conditions, and such information has not been verified by any independent sources. Accordingly, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading "Risk Factors"“Risk Factors” in this prospectus."Exchange Act"“Exchange Act”). All statements other than statements of historical facts included in this prospectus and the documents incorporated by reference herein, including, without limitation, statements regarding our future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements. In addition, forward-looking statements generally can be identified by theii"may," "will," "expect," "intend," "estimate," "anticipate," "believe," "predict," "project," "target," "continue,"“may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “predict,” “project,” “target,” “continue,” or the negative thereof or similar terminology. Forward-looking statements are based upon current plans, estimates, and expectations that are subject to risks, uncertainties, and assumptions. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Actual results may vary materially from those indicated orsuch thingsinformation concerning our possible or assumed future results of operations and statements about the following subjects as:•expenditures, and the number of rigs we plan to construct or acquire;expenditures;•••••••••••impairments."Risk Factors"“Risk Factors” and elsewhere in this prospectus, as well as in reports and documents Parentthe Company files with the SEC. You should carefully review the risk factors and cautionary statements described herein and in the other documents Parentthe Company files from time to time with the SEC, specifically Parent'sthe Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by such cautionary statements. Because of the underlying risks and uncertainties, we caution you against placing undue reliance on these forward-looking statements. We assume no duty to update or revise these forward-looking statements based on changes of internal estimates, expectations or otherwise, except as required by law.iiiSUMMARYParentThe Company conducts substantially all of its business through its subsidiaries, including H&P Drilling Co. and its subsidiaries. In the sections of this prospectus that describe the business of Parent and H&P Drilling Co.,the Company, unless the context otherwise indicates, references to "Parent," "us," "we," "our"“the Company,” “us,” “we,” “our” and like terms refer to Parent and its subsidiaries, including H&P Drilling Co.the Company and its subsidiaries. In the sections of this prospectus that describe the Notes or the terms of the exchange offer, unless the context otherwise indicates, references to "us," "we," "our"“us,” “we,” “our” and like terms refer to Parentthe Company and not to any of its subsidiaries. We believe we arelargest provider of advanced technology alternate current, or AC, drive land rigs in the Western Hemisphere. Operating principally in North and South America, we specialize in shale and unconventional resource plays drilling challenging and complex wells in oil and gas producing basinslaws of the United StatesState of Delaware on February 3, 1940 and is successor to a business originally organized in international locations. In the United States, we have a diverse mix of customers consisting of large independent, major, mid-sized and small oil companies that are focused on unconventional shale basins. In South America, our customers primarily include major international and national oil companies. Through our operating subsidiaries, we1920. We provide performance-driven drilling servicessolutions and technologies that are intended to make hydrocarbon recovery safer and more economical for oil and gas exploration and production companies. We are an important vendor for a number of oil and gas exploration and production companies, but we focus exclusivelyprimarily on the drilling segment of the oil and gas production value chain. During the fiscal year ended September 30, 2018, our U.S. land operations were located in Colorado, Louisiana, Ohio, Oklahoma, New Mexico, North Dakota, Pennsylvania, Texas, Utah, West Virginia and Wyoming. Our offshore platform drilling operations were conducted in the Gulf of Mexico. Our international land operations had rigs located in five international locations during fiscal year 2018: Argentina, Bahrain, Colombia, Ecuador and United Arab Emirates. Wetechnology services focus on researchdeveloping, promoting and development of technologycommercializing technologies designed to improve the safety, efficiency and accuracy of drilling operations, as well as wellbore quality and placement.ongoing improvementsboth internal development and external acquisition of developing technologies. Our wholly owned captive insurance companies (the “Captives”) are used to insure the deductibles for our rig fleetworkers’ compensation, general liability and advancementsautomobile liability insurance programs. The Company and the Captives maintain excess property and casualty reinsurance programs with third-party insurers in rig technology, including our FlexApp™ services, developmentan effort to limit the financial impact of significant events covered under these programs.proprietary Bit Guidance System™, offered as a service through MOTIVE Drilling Technologies, Inc., which we acquired in June 2017, and 3D geomagnetic reference modeling and measurement while drilling survey correction services, offered through Magnetic Variation Services, LLC, which we acquired in December 2017. We also own, develop and operate limited commercial real estate properties in Tulsa, Oklahoma. Parent and H&P Drilling Co. are Delaware corporations.corporation. Our principal executive offices are located at 1437 South Boulder Avenue, Suite 1400, Tulsa, Oklahoma, 74119. Our telephone number is (918) 742-5531.Private Exchange Offer On December 20, 2018, Parent issued $487,148,000 in aggregate principal amount of Old Notes pursuant to an exchange offer (the "private exchange offer") for any and all outstanding 4.65% Senior Notes due 2025 issued by H&P Drilling Co. (the "H&P Drilling Co. Notes"), which were originally issued by H&P Drilling Co. in March 2015. In connection with the issuance of the Old Notes pursuantto the private exchange offer, Parent and H&P Drilling Co. entered into a registration rights agreement, dated December 20, 2018 (the "registration rights agreement"), with Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC (the "dealer managers"), pursuant to which we agreed to, among other things, file a registration statement for the Old Notes (the "exchange offer registration statement") with the SEC with respect to a registered offer to exchange the Old Notes for freely tradeable notes having terms identical in all material respects to such Old Notes. Following the private exchange offer, $12,852,000 aggregate principal amount of the H&P Drilling Co. Notes remained outstanding.Corporate Structure The following diagram depicts our simplified organizational structure after our restructuring.(1)Refers to $12,852,000 aggregate principal amount of the H&P Drilling Co. Notes that remains outstanding following the private exchange offer, which closed on December 20, 2018.(2)As of December 31, 2018, there were no borrowings outstanding under our $750 million unsecured credit facility (the "Credit Facility"), but there were three letters of credit outstanding in the amount of $38.0 million, and we had $712.0 million available to borrow under the Credit Facility. Subsequent to December 31, 2018, one letter of credit was reduced by $500,000, increasing the amount available under the Credit Facility by that amount.(3)Unsecured standalone line of credit facility, which is purposed for the issuance of bid and performance bonds, as needed, for international land operations. We currently have no outstanding obligations against this facility.(4)H&P Drilling Co. is a guarantor under the Credit Facility and a guarantor of the Notes for as long as H&P Drilling Co. is an obligor or guarantor of any funded indebtedness in excess of $25 million."Description“Description of the New Notes"Notes” and "The“The Exchange Offer."Old Notes4.65% Senior Notes due 2025, which we issued on December 20, 2018. $487,148,0002.900% Senior Notes due 2031, which we issued on September 29, 2021. $550,000,000 aggregate principal amount of the Old Notes were issued under the indenture, as defined below under "Description of the New Notes."New Notes4.65% Senior Notes due 2025, the issuance of which has been registered under the Securities Act. The form and the terms of the New Notes are substantially identical to those of the Old Notes, except that the transfer restrictions, registration rights and additional interest provisions relating to the Old Notes described in the registration rights agreement do not apply to the New Notes.The Exchange OfferWe are offering to issue up to $487,148,000 aggregate principal amount of New Notes in exchange for a like principal amount of Old Notes to satisfy our obligations under the registration rights agreement that we entered into when the Old Notes were issued in a transaction consummated in reliance upon exemptions from registration provided by Rule 144A and Regulation S under the Securities Act. Both the New Notes and the Old Notes are guaranteed by H&P Drilling Co.Expiration Date; TendersThe exchange offer will expire at 5:00 p.m., New York City time, on , 2019, unless we extend or earlier terminate the exchange offer. By tendering your Old Notes, you represent to us that: •you are neither our "affiliate," as defined in Rule 405 under the Securities Act, nor a broker-dealer tendering Notes acquired directly from us for your own account; •any New Notes you receive in the exchange offer are being acquired by you in the ordinary course of your business; •at the time of the commencement of the exchange offer, neither you nor, to your knowledge, anyone receiving New Notes from you, has any arrangement or understanding with any person to participate in the distribution, as defined in the Securities Act, of the Old Notes or the New Notes in violation of the Securities Act; •if you are a broker-dealer, you will receive the New Notes for your own account in exchange for Old Notes that were acquired by you as a result of your market-making activities or other trading activities and that you will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the New Notes you receive; for further information regarding resales of the New Notes by participating broker-dealers, see the discussion under the caption "Plan of Distribution"; and •if you are not a broker-dealer, you are not engaged in, and do not intend2.900% Senior Notes due 2031, the issuance of which has been registered under the Securities Act. The form and the terms of the New Notes are substantially identical to those of the Old Notes, except that the transfer restrictions, registration rights and additional interest provisions relating to the Old Notes described in the registration rights agreement do not apply to engage in, the distribution, as defined in the Securities Act, of the New Notes.Withdrawal; Non-AcceptanceYou may withdraw any Old Notes tendered in the exchange offer at any time prior to 5:00 p.m., New York City time, on , 2019, unless we extend or earlier terminate the exchange offer. If we decide for any reason not to accept any Old Notes tendered for exchange, the Old Notes will be returned to the registered holder at our expense promptly after the expiration or termination of the exchange offer. In the case of Old Notes tendered by book-entry transfer into the exchange agent's account at The Depository Trust Company ("DTC"), any withdrawn or unaccepted Old Notes will be credited to the tendering holder's account at DTC. For further information regarding the withdrawal of tendered Old Notes, see "The Exchange Offer—Terms of the Exchange Offer; Period for Tendering Old Notes" and "The Exchange Offer—Withdrawal Rights."Conditions to the Exchange OfferWe are not required to accept for exchange or to issue New Notes in exchange for any Old Notes, and we may terminate or amend the exchange offer, if any of the following events occur prior to the expiration of the exchange offer: •the exchange offer violates any applicable law or applicable interpretation of the staff of the SEC; •an action or proceeding shall have been instituted or threatened in any court or by any governmental agency that might materially impair our ability to proceed with the exchange offer; •we do not receive all the governmental approvals that we deem necessary to consummate the exchange offer; or •there has been proposed, adopted or enacted any law, statute, rule or regulation that, in our reasonable judgment, would materially impair our ability to consummate the exchange offer.We may waive any of the above conditions in our reasonable discretion. See the discussion below under the caption "The Exchange Offer—Conditions to the Exchange Offer" for more information regarding the conditions to the exchange offer.Procedures for Tendering Old NotesUnless you comply with the procedures described below under the caption "The Exchange Offer—Guaranteed Delivery Procedures," you must do one of the following on or prior to the expiration of the exchange offer to participate in the exchange offer: •tender your Old Notes by sending (i) the certificates for your Old Notes (in proper form for transfer), (ii) a properly completed and duly executed letter of transmittal and (iii) all other documents required by the letter of transmittal to Wells Fargo Bank, National Association, as exchange agent, at one of the addresses listed below under the caption "The Exchange Offer—Exchange Agent"; or •tender your Old Notes by using the book-entry transfer procedures described below and transmitting a properly completed and duly executed letter of transmittal, or an agent's message, as defined below under "The Exchange Offer—Procedures for Tendering Old Notes," instead of the letter of transmittal, to the exchange agent. For a book-entry transfer to constitute a valid tender of your Old Notes in the exchange offer, Wells Fargo Bank, National Association, as exchange agent, must receive a confirmation of book-entry transfer of your Old Notes into the exchange agent's account at DTC prior to the expiration or termination of the exchange offer. For more information regarding the use of book-entry transfer procedures, including a description of the required agent's message, see the discussion below under the caption "The Exchange Offer—Book-Entry Transfers." As used in this prospectus, the term "agent's message" means a message, transmitted by DTC to and received by the exchange agent and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the tendering participant stating that such participant has received and agrees to be bound by the letter of transmittal and that we may enforce such letter of transmittal against such participant.Guaranteed Delivery ProceduresIf you are a registered holder of Old Notes and wish to tender your Old Notes in the exchange offer, but: •the Old Notes are not immediately available; •time will not permit your Old Notes or other required documents to reach the exchange agent before the expiration or termination of the exchange offer; or •the procedure for book-entry transfer cannot be completed prior to the expiration or termination of the exchange offer;then you may tender Old Notes by following the procedures described below under the caption "The Exchange Offer—Guaranteed Delivery Procedures."TableWe are offering to issue up to $550,000,000 aggregate principal amount of ContentsSpecial Procedures for Beneficial OwnersIf you are a beneficial owner whose Old Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your Old Notes in the exchange offer, you should promptly contact the person in whose name the Old Notes are registered and instruct that person to tender them on your behalf. If you wish to tender such Old Notes in the exchange offer on your own behalf, prior to completing and executing the letter of transmittal and delivering your Old Notes, you must either make appropriate arrangements to register ownership of the Old Notes in your name, or obtain a properly completed bond power from the person in whose name the Old Notes are registered.U.S. Federal Income Tax ConsiderationsThe receipt of New Notes in exchange for Old Notes in the exchange offer will not be a taxable transaction for U.S. federal income tax purposes. See the discussion below under the caption "U.S. Federal Income Tax Considerations" for more information regarding the U.S. federal income tax consequences to you of the exchange offer.Use of ProceedsWe will not receive any cash proceeds from the exchange offer.Exchange AgentWells Fargo Bank, National Association, is the exchange agent for the exchange offer. You can find the address and telephone number of the exchange agent below under the caption "The Exchange Offer—Exchange Agent."ResalesBased on interpretations by the staff of the SEC, as set forth in no-action letters issued to third parties, we believe that the New Notes issued in the exchange offer may be offered for resale, resold or otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act as long as: •you are acquiring the New Notes in the ordinary course of your business; •you are not participating, do not intend to participate and have no arrangement or understanding with any person to participate in a distribution of the New Notes; and •you are neither an affiliate of ours nor a broker-dealer tendering Notes acquired directly from us for your own account.If you are an affiliate of ours, are engaged in or intend to engage in or have any arrangement or understanding with any person to participate in the distribution of New Notes: •you cannot rely on the applicable interpretations of the staff of the SEC; •you will not be entitled to tender your Old Notes in the exchange offer; andContentsyour business; •you must comply with the registration requirements of the Securities Act in connection with any resale transaction.Each broker-dealer that receives New Notes for its own account in exchange for Old Notes that were acquired as a result of market-making or other trading activities must acknowledge that it will comply with the registration and prospectus delivery requirements of the Securities Act in connection with any offer, resale or other transfer of the New Notes issued in the exchange offer, including information with respect to any selling holder required by the Securities Act in connection with any resale of the New Notes.Furthermore, any broker-dealer that acquired any of its Old Notes directly from us: •may not rely on the applicable interpretation of the staff of the SEC's position contained inExxon Capital Holdings Corporation (pub. avail. May 13, 1988),Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991), as interpreted in the SEC's letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters (collectively, the "Exxon Capital Letters"); and •must also be named as a selling noteholder in connection with the registration and prospectus delivery requirements of the Securities Act relating to any resale transaction. See "Plan of Distribution" and "The Exchange Offer—Purpose and Effect of Exchange Offer Registration Rights."Broker-DealersEach broker-dealer that receives New Notes for its own account in exchange for Old Notes, where such Old Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will comply with the registration and prospectus delivery requirements of the Securities Act in connection with any offer, resale or other transfer of such New Notes, including information with respect to any selling holder required by the Securities Act in connection with the resale of the New Notes. We have agreed that for a period of 180 days after the effective date of the registration statement of which this prospectus forms a part (or for such shorter period during which broker-dealers are required by law to deliver such prospectus), we will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."Registration Rights Agreement for the Old NotesIn connection with the issuance of the Old Notes on December 20, 2018 pursuant to the private exchange offer, Parent and H&P Drilling Co. entered into a registration rights agreement with the dealer managers. Under the terms of the registration rights agreement, we agreed to, among other things: •file the exchange offer registration statement with the SEC with respect to a registered offer to exchange the Old Notes for freely tradeable notes having terms identical in all material respects to such Old Notes; •use commercially reasonable efforts to cause the exchange offer registration statement to become effective under the Securities Act no later than September 16, 2019; •use commercially reasonably efforts to complete the exchange offer no later than October 16, 2019; •file a shelf registration statement for the resale of the Old Notes if we cannot effect an exchange offer within the time periods listed above and in certain other circumstances; and •if we fail to meet our registration obligations under the registration rights agreement, pay additional interest at a rate of 0.25% per annum until all such defaults have been cured.
Considerations••"The“The Exchange Offer—Offer — Consequences of Exchanging or Failing to Exchange Old Notes."”"Description“Description of the New Notes."” In this section, "us," "we," "our"“us,” “we,” “our” and like terms refer only to Parent.IssuerHelmerich & Payne, Inc., a Delaware corporation. GuarantorsThe New Notes will be guaranteed by Helmerich & Payne International Drilling Co., a Delaware corporation and a direct, wholly owned subsidiary of Parent, for so long as such subsidiary is an obligor or guarantor of any funded indebtedness in excess of $25 million. In addition, if any other subsidiary of Parent guarantees debt of Parent under the Credit Facility or any other credit facility entered into with commercial banks in excess of $25 million, then such subsidiary will be obligated to guarantee the New Notes.New Notes Offered$487,148,000 of 4.65% Senior Notes due 2025.Maturity DateThe New Notes will mature on March 15, 2025.Interest RateThe New Notes will bear interest at a rate of 4.65% per annum.Interest Payment DatesWe will pay interest semi-annually in arrears on March 15 and September 15 of each year.RankingThe New Notes will be Parent's general unsecured obligations and will be: • effectively junior in right of payment to any of Parent's future secured debt, to the extent of the value of the collateral therefor; •equal in right of payment with all of Parent's existing and future unsecured unsubordinated debt; •senior in right of payment to any of Parent's future senior subordinated or subordinated debt; and • structurally subordinated to all debt and other liabilities of Parent's subsidiaries that do not guarantee the New Notes.H&P Drilling Co. will fully and unconditionally guarantee, on a senior unsecured basis, the due and punctual payment of the principal of, premium, if any, interest on, and all other amounts payable under the New Notes when the same becomes due and payable, for so long as H&P Drilling Co. is an obligor or guarantor of any funded indebtedness in excess of $25 million. The guarantee will be H&P Drilling Co.'s general unsecured obligation and will be: • effectively junior in right of payment to any of H&P Drilling Co.'s future secured debt, to the extent of the value of the collateral therefor; •equal in right of payment with all of H&P Drilling Co.'s existing and future unsecured unsubordinated debt; •senior in right of payment to any of H&P Drilling Co.'s future senior subordinated or subordinated debt; and • structurally subordinated to all debt and other liabilities of H&P Drilling Co.'s subsidiaries that do not guarantee the New Notes.See "Risk Factors—Risks Relating to the New Notes—Parent is a holding company, and the New Notes will be structurally subordinated to the indebtedness and other liabilities of Parent's subsidiaries from time to time outstanding other than with respect to the H&P Drilling Co. Notes."Optional RedemptionWe may redeem the New Notes at our option, in whole or in part, at any time or from time to time at a redemption price equal to 100% of the principal amount of the New Notes to be redeemed, plus accrued and unpaid interest, if any, on those New Notes to the redemption date, plus the make-whole amount, if any, as described in this prospectus.Notwithstanding the immediately preceding paragraph, we may redeem the New Notes at our option, in whole or in part, at any time or from time to time on or after December 15, 2024, at a redemption price equal to 100% of the principal amount of the New Notes to be redeemed, plus accrued and unpaid interest, if any, on those New Notes to the redemption date.For additional information, see "Description of the New Notes—Optional Redemption."Certain CovenantsThe New Notes are subject to certain covenants that, among other things, limit the ability of Parent and its subsidiaries, including H&P Drilling Co., to incur certain liens, engage in sale and lease-back transactions or to consolidate, merge or transfer all or substantially all of the assets of Parent or H&P Drilling Co. Each covenant is subject to a number of important exceptions, limitations and qualifications that are described under "Description of the New Notes—Covenants."Change of Control OfferIf a change of control triggering event as described herein occurs, each holder of the New Notes may require us to purchase all or a portion of such holder's New Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase. See "Description of the New Notes—Change of Control Offer" and "Risk Factors—Risks Relating to the New Notes—We may not have sufficient funds to purchase the New Notes upon a Change of Control Triggering Event as required by the indenture governing the New Notes. The Change of Control Offer covenant provides limited protection."
Maturity DateNo Trading MarketThe New Notes constitute a new issue of securities, for which there is no existing trading market. In addition, we do not intend to apply to list the New Notes on any securities exchange or for quotation on any automated quotation system. We cannot provide you with any assurance regarding whether a trading market for the New Notes will develop, the ability of holders of the New Notes to sell their notes or the prices at which holders may be able to sell their notes. If no active trading market develops, you may be unable to resell the New Notes at their fair market value or at all.Form and DenominationThe New Notes will be issued in fully registered form in denominations of $2,000 and in integral multiples of $1,000 in excess thereof.DTC EligibilityThe New Notes will be represented by global certificates deposited with, or on behalf of, DTC or its nominee. See "Description of the New Notes—Book-Entry; Delivery and Form" and "Description of the New Notes—Book-Entry System."Governing LawThe indenture governing the New Notes, including the H&P Drilling Co. guarantee, and the New Notes will be governed by, and construed in accordance with, the laws of the State of New York.Risk FactorsInvesting in the New Notes involves substantial risks and uncertainties. See "Risk Factors" and other information included or incorporated by reference in this prospectus for a discussion of factors you should carefully consider before deciding to participate in the exchange offer.Contentsthe Company’s subsidiaries from time to time outstanding.”"Risk Factors"“Risk Factors” in Parent's the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 20182021 before investing in the New Notes. The risks described below or incorporated by reference herein are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business operations. The occurrence of any one or more of the following could materially adversely affect our business, financial condition or results of operations. In such case, you may lose all or part of your original investment. Parent's and H&P Drilling Co.'s payment obligations under its guarantee will be unsecured and equal in right of payment to the current and future senior, unsecured indebtedness of Parent and H&P Drilling Co., respectively,the Company, including indebtedness for borrowed money, indebtedness evidenced by bonds, debentures, notes or similar instruments, obligations arising from or with respect to guarantees and direct credit substitutes, obligations associated with hedges and derivative products, capitalized lease obligations and other senior unsecured indebtedness. Subject to certain restrictions on secured debt, the indenture governing the New Notes does not limit the ability of Parent and H&P Drilling Co.the Company to incur additional indebtedness and other obligations, including indebtedness and other obligations that rank equal in right of payment with the New Notes."Risk Factors"“Risk Factors” section and the following:•••••••
Parent10Parent'sthe Company’s subsidiaries from time to time outstanding other than with respect to the H&P Drilling Co. Notes.outstanding.Parent'sthe Company’s obligations exclusively and not of any of its subsidiaries. Other than with respect to H&P Drilling Co.'s guarantee of the New Notes, Parent'sThe Company’s subsidiaries are separate legal entities that have no obligation to pay any amounts due under the New Notes or to make any funds available therefor, whether by dividends, loans or other payments. The New Notes will be structurally subordinated to the indebtedness and other liabilities of Parent'sthe Company’s subsidiaries from time to time outstanding (other than H&P Drilling Co., as a result of H&P Drilling Co. being a subsidiary guarantor of the New Notes, subject to certain release provisions described under the caption "Description of the New Notes—Guarantees"). Parent'soutstanding. The Company’s operations are conducted almost entirely through subsidiaries. Accordingly, Parent'sthe Company’s cash flow is dependent upon the earnings of those subsidiaries and the distribution of those earnings to Parent,the Company, whether by dividends, loans or otherwise. The payment of dividends and the making of loans and advances by Parent'sthe Company’s subsidiaries may be subject to statutory or contractual restrictions, are contingent upon the earnings of the subsidiaries and are subject to various business considerations. Parent'sThe Company’s right to receive assets of any subsidiaries upon their liquidation or reorganization (and your consequent right to participate in those assets) will be effectively subordinated to the claims of that subsidiary'ssubsidiary’s creditors (including trade creditors), except to the extent that Parentthe Company is recognized as a creditor of that subsidiary, in which case Parent'sthe Company’s claims would still be effectively subordinated to any security interests in the assets of the subsidiary and would still be contractually subordinated to any indebtedness of the subsidiary senior to that held by Parent. Parentagencies'agencies’ assessments of our ability to make payments on the New Notes when due. Actual or anticipated changes or downgrades in our credit ratings, including any announcement that our ratings are under further review for a downgrade, could increase our corporate borrowing costs and affect the market value of your New Notes. Also, our credit ratings may not reflect the potential impact of risks related to structure, market or other factors related to the value of the New Notes."Change“Change of Control Triggering Event"Event” as defined under "Description“Description of the New Notes—Notes — Change of Control Offer."” A Change of Control Triggering Event (as defined in such section of this prospectus) may also result in holders of certain of our future indebtedness having the right to require us to repay indebtedness issued under other agreements. We cannot assure you that we would have sufficient financial resources, or would be able to arrange financing, to pay the purchase price of the New Notes and repay indebtedness that may be tendered by the holders thereof in such a circumstance.dealer managersinitial purchasers and is limited to the transactions specified in "Description“Description of the New Notes—Notes — Change of Control Offer." ”"The“The Exchange Offer—Offer — Consequences of Exchanging or Failing to Exchange Old Notes"Notes” and "U.S.“U.S. Federal Income Tax Considerations."”agent'sagent’s account at DTC, New York, New York, as a depository, including an agent'sagent’s message, as defined in this prospectus, if the tendering holder does not deliver a letter of transmittal;•agent'sagent’s message in place of the letter of transmittal; and•"The“The Exchange Offer—Offer — Procedures for Tendering Old Notes"Notes” and "The“The Exchange Offer—Offer — Consequences of Exchanging or Failing to Exchange Old Notes."December 20, 2018September 29, 2021 pursuant to the private exchange offer, Parent and H&P Drilling Co.placement offering, the Company entered into a registration rights agreement with the dealer managers.initial purchasers. Under the terms of the registration rights agreement, we agreed to, among other things:•September 16, 2019;June 26, 2022;•October 16, 2019;July 26, 2022;••2019.2022. We may, however, extend the period of time that the exchange offer is open or earlier terminate the exchange offer. If we extend the exchange offer, the term expiration date means the latest time and date to which the exchange offer is extended. In any event, the exchange offer will be held open for at least 20 business days.$487,148,000$550,000,000 aggregate principal amount of Old Notes are outstanding, representing the aggregate principal amount of Old Notes issued under the indenture, as defined below, dated as of December 20, 2018.below. We are sending this prospectus, together with the letter of transmittal, to all holders of Old Notes known to us on the date of this prospectus."—“— Conditions to the Exchange Offer."” In the event of a material change in the exchange offer, including the waiver of a material condition, we will extend the offer period if necessary so that at least five business days remain in the offer following notice of the material change. We will give written notice of any extension, amendment, nonacceptance or termination of the exchange offer to the holders of the Old Notes and the exchange agent as promptly as practicable. In the case of any extension, we will issue a notice by means of a press release or other public announcement no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.agent'sagent’s message in place of the letter of transmittal, to Wells Fargo Bank, National Association,Computershare Trust Company, N.A., as exchange agent, at the address set forth below under "—“— Exchange Agent"Agent” prior to the expiration date. In addition:•"book-entry confirmation"“book-entry confirmation”) of Old Notes, if this procedure is available, into the exchange agent'sagent’s account at DTC pursuant to the procedure for book-entry transfer described below under "—“— Book-Entry Transfers"Transfers” must be received by the exchange agent prior to the expiration date, with the letter of transmittal or an agent'sagent’s message in place of the letter of transmittal; or•"agent's message"“agent’s message” means a message, transmitted by DTC to and received by the exchange agent and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the tendering participant stating that such participant has received and agrees to be bound by the letter of transmittal and that we may enforce such letter of transmittal against such participant."Special“Special Issuance Instructions"Instructions” or "Special“Special Delivery Instructions"Instructions” on the letter of transmittal; or•"Eligible Institution"“Eligible Institution” in this prospectus). If Old Notes are registered in the name of a person other than the signer of the letter of transmittal, the Oldcounsel'scounsel’s reasonable judgment, be unlawful. We also reserve the right to waive any defects or irregularities or conditions of the exchange offer as to any particular Old Note either at or before the expiration date, including the right to waive the ineligibility of any holder who seeks to tender Old Notes in the exchange offer. Our interpretation of the terms and conditions of the exchange offer as to any particular Old Note either before or after the expiration date, including the letter of transmittal and the instructions thereto, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Old Notes for exchange must be cured within a reasonable period of time, as we determine. We are not, nor is the exchange agent or any other person, under any duty to notify you of any defect or irregularity with respect to your tender of Old Notes for exchange, and no one will be liable for failing to provide such notification."affiliate,"“affiliate,” as defined in Rule 405 under the Securities Act, nor a broker-dealer tendering notes acquired directly from us for its own account;••"affiliate,"“affiliate,” as defined under Rule 405 under the Securities Act, and engage in or intend to engage in or have an arrangement or understanding with any person to participate in a distribution of such New Notes to be acquired pursuant to the exchange offer, you or any such other person:••SEC'sSEC’s position contained in the Exxon Capital Letters; and•"Plan“Plan of Distribution"Distribution” and "—“— Purpose and Effect of Exchange Offer Registration Rights.""Plan“Plan of Distribution.""—“— Conditions to the Exchange Offer."” For purposes of the exchange offer, we will be deemed to have accepted validly tendered Old Notes for exchange if and when we give oral (confirmed in writing) or written notice to the exchange agent.December 20, 2018.September 29, 2021. Old Notes accepted for exchange will cease to accrue interest from and after the date of completion of the exchange offer. Holders of Old Notes whose Old Notes are accepted for exchange will not receive any payment for accrued interest on the Old Notes otherwise payable on any interest payment date, the record date for which occurs on or after completion of the exchange offer and will be deemed to have waived their rights to receive the accrued interest on the Old Notes.agent'sagent’s account at DTC;•agent'sagent’s message in lieu thereof; and•agent'sagent’s account at DTC pursuant to the book-entry procedures described below, the nonexchanged Old Notes will be credited to an account maintained with DTC, promptly after the expiration or termination of the exchange offer.agent'sagent’s account at DTC in accordance with DTC'sDTC’s proceduresagent'sagent’s message in lieu thereof, with any required signature guarantees and any other required documents, must, in any case, be transmitted to and received by the exchange agent at the address set forth under "—“— Exchange Agent"Agent” prior to the expiration date or the guaranteed delivery procedures described below must be complied with.("ATOP"(“ATOP”) procedures to tender Old Notes. Any participant in the book-entry transfer facility may make book-entry delivery of Old Notes by causing the book-entry transfer facility to transfer such Old Notes into the exchange agent'sagent’s account in accordance with the book-entry transfer facility'sfacility’s ATOP procedures for transfer. However, the exchange for the Old Notes so tendered will only be made after a book-entry confirmation of the book-entry transfer of Old Notes into the exchange agent'sagent’s account, and timely receipt by the exchange agent of an agent'sagent’s message and any other documents required by the letter of transmittal.("NYSE"(“NYSE”) trading days after the date of execution of the notice of guaranteed delivery, the certificates for all physically tendered Old Notes, in proper form for transfer, or a book-entry confirmation, as the case may be, together with a properly completedagent'sagent’s message in lieu thereof, with any required signature guarantees and any other documents required by the letter of transmittal will be deposited by such Eligible Institution with the exchange agent; andagent'sagent’s message in lieu thereof, with any required signature guarantees and all other documents required by the letter of transmittal, are received by the exchange agent within three NYSE trading days after the date of execution of the notice of guaranteed delivery."—“—Exchange Agent."” This notice must specify:••agent'sagent’s account at DTC pursuant to the book-entry transfer procedures described above, the Old Notes will be credited to an account maintained with DTC for the Old Notes promptly after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn Old Notes may be re-tendered by following one of the procedures described under "—“— Procedures for Tendering Old Notes"Notes” above at any time prior to the expiration date.•••"Trust“Trust Indenture Act"Act”). Wells Fargo Bank, National AssociationWells Fargo Bank, National Association, Wells Fargo Bank, N.A.CorporateComputershare Trust OperationsCompany, N.A.
MAC N9300-070
600 South Fourth Street
Minneapolis, MN 55402 Wells Fargo Bank, N.A.CorporateComputershare Trust OperationsCompany, N.A.
MAC N9300-070
600 South Fourth Street
Minneapolis, MN 55402 Wells Fargo Bank, N.A.CorporateComputershare Trust OperationsCompany, N.A.
MAC N9300-070
600 South Fourth Street
Minneapolis, MN 55402
to confirm by telephone or for information at (800) 344-5128TRANSMITTAL.TRANSMITTALWells Fargo Bank, National Association,Computershare Trust Company, N.A., as exchange agent. We will pay the exchange agent customary fees for its services, reimburse the exchange agent for its reasonable out-of-pocket expenses incurred in connection with the provision of these services and pay other registration expenses, including fees and expenses of the trustee under the indenture governing the Notes, filing fees, blue sky fees and printing and distribution expenses. We will not make any payment to brokers, dealers or others soliciting acceptances of the exchange offer.affiliates'affiliates’ officers and regular employees and by persons so engaged by the exchange agent.dealer managersinitial purchasers and participating broker-dealers as provided in the registration rights agreement).SEC'sSEC’s staff contained in several no-action letters to third parties, and subject to the immediately following sentence, we believe that the New Notes would generally be freely transferable by holders after the exchange offer without further registration under the Securities Act, subject to certain representations required to be made by each holder of New Notes, as set forth below. However, any purchaser of New Notes who is one of our "affiliates"“affiliates” as defined in Rule 405 under the Securities Act or who intends to participate in the exchange offer for the purpose of distributing the New Notes:SEC'sSEC’s staff;••"Plan“Plan of Distribution."SEC'sSEC’s staff would make a similar determination with respect to the New Notes as it has in other interpretations to other parties, although we have no reason to believe otherwise."underwriter"“underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Old Notes which were received by the broker-dealer as a result of market-making or other trading activities. Parent$487,148,000$550,000,000 in aggregate principal amount of New Notes under a base indenture, together with a supplement thereto establishing the terms of the New Notes (together, the "indenture"), each dated December 20, 2018, as supplemented by the Second Supplemental Indenture thereto, dated September 29, 2021, among Parent, H&P Drilling Co.the Company and Wells Fargo Bank, National Association, as trustee.trustee (together, the “indenture”), establishing the terms of the New Notes. This is the same indenture under which the Old Notes were issued. The New Notes are substantially identical to the Old Notes except that the transfer restrictions, registration rights and additional interest provisions relating to the Old Notes described in the registration rights agreement do not apply to the New Notes. The New Notes issued in this exchange offer and any Old Notes that remain outstanding after this exchange offer will constitute a single series of debt securities under the indenture.ParentThe Company may issue additional New Notes (the "additional notes"“additional notes”) from time to time without notice or the consent of holders of the New Notes, provided that if the additional notes are not fungible with the New Notes offered hereby for U.S. federal income tax purposes, then they must be issued with a different CUSIP number. The New Notes issued in the exchange offer, the Old Notes and any additional notes subsequently issued under the indenture will be treated as a single series of securities for all purposes under the indenture, including, without limitation, waivers, amendments and redemptions. Except as otherwise specified herein, all references to the "New Notes"“New Notes” include any additional notes. ParentThe Company may also issue other series of debt securities from time to time under the base indenture. References in this description to "Parent"the “Company” refer only to Helmerich & Payne, Inc., and not to any of its Subsidiaries, and references to "H&P Drilling Co." refer only to Helmerich & Payne International Drilling Co., and not to any of its Subsidiaries.Parent'sthe Company’s obligations the obligations of H&P Drilling Co. and your rights.March 15, 2025September 29, 2031 and will be:unsecured;••Parent'sthe Company’s future secured debt, to the extent of the value of the collateral therefor;•Parent'sthe Company’s existing and future unsecured unsubordinated debt;•Parent'sthe Company’s future senior subordinated or subordinated debt; and•Parent'sthe Company’s Subsidiaries that do not guarantee the New Notes. Parent's obligations under the New Notes will be fully and unconditionally guaranteed by H&P Drilling Co., but as of the closing of this exchange offer, Parent's other Subsidiaries will not guarantee the New Notes. Parentthe Company or its Subsidiaries (including H&P Drilling Co.) may issue or guarantee in the future.4.65%2.900% per annum from the most recent date on which interest has been paid, or if no interest has been paid, from the date of issuance. Interest on the New Notes will be payable semi-annually in arrears on March 1529 and September 1529 of each year, commencing March 29, 2022, to114 and September 1,14, respectively. Interest on the New Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.Notes;Notes; Paying Agent and Registrar ParentParentthe Company designates, except that Parentthe Company may pay interest on any New Notes in certificated form either at the corporate trust office of the trustee or, at Parent'sthe Company’s option, by check mailed to holders of the New Notes at their registered addresses as they appear in the registrar'sregistrar’s books. In addition, if a holder of any New Notes in certificated form has given wire transfer instructions in accordance with the indenture, Parentthe Company will make all payments on those New Notes by wire transfer. ParentParentThe Company may, however, change the paying agent or registrar without prior notice to the holders of the New Notes, and Parentthe Company or any of its Subsidiaries may act as paying agent or registrar. ParentParent,the Company, the trustee or the registrar for any registration of transfer or exchange of New Notes, but Parentthe Company may require a holder to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. ParentThe Company is not required to transfer or exchange any New Note selected for redemption. Also, Parentthe Company is not required to transfer or exchange any New Note (1) for a period of 15 days before a mailing of notice of redemption or (2) if Parentthe Company has called the New Note for redemption in whole or in part, except the unredeemed portion of any New Note being redeemed in part. H&P Drilling Co. will fully and unconditionally guarantee the due and punctual payment of the principal of, premium, if any, and interest on the New Notes and any other obligations of Parent under the New Notes when and as they become due and payable, whether at maturity, upon redemption, by acceleration or otherwise, if Parent is unable to satisfy these obligations. H&P Drilling Co.'s guarantee of Parent's obligations under the New Notes will be its senior unsecured obligation and will have the same ranking with respect to H&P Drilling Co.'s indebtedness as the New Notes will have with respect to Parent's indebtedness. H&P Drilling Co.'s guarantee will be:•unsecured;•effectively junior in right of payment to any of H&P Drilling Co.'s future secured debt, to the extent of the value of the collateral therefor;•equal in right of payment with all of H&P Drilling Co.'s existing and future unsecured unsubordinated debt;•senior in right of payment to any of H&P Drilling Co.'s future senior subordinated or subordinated debt; and•structurally subordinated to all debt and other liabilities of H&P Drilling Co.'s Subsidiaries that do not guarantee the New Notes. The guarantee will provide that, in the event of a default in payment by Parent on the New Notes, the trustee, on behalf of the holders of the New Notes, may institute legal proceedings directly against H&P Drilling Co. to enforce its guarantee without first proceeding against Parent. further provides that, if any Subsidiary of Parent, other than H&P Drilling Co., guarantees Debt (as defined below) of Parentthe Company under the Credit Agreement or any other credit facility entered into with commercial banks in excess of $25 million, then that Subsidiary will within 20 business days of such guarantee enter into a supplemental indenture under which it will provide a guarantee of Parent'sthe Company obligations under the indenture and the New Notes. Any such guarantee will be a joint and several obligation of the Subsidiary and the other guarantors and will be subject to limitations intended to prevent the obligations from being treated as a fraudulent conveyance. of Parent will be released automatically and unconditionally if (i) with respect to any guarantee provided by any Subsidiary, of Parent other than H&P Drilling Co., concurrently with or prior to such release, the Subsidiary ceases to provide a guarantee of Debt of Parentthe Company in excess of $25 million under an applicable credit facility, provided no Eventevent of Defaultdefault has occurred and is continuing; (ii) with respect to the guarantee provided by H&P Drilling Co., concurrently with or prior to such release, H&P Drilling Co. ceases to be an obligor or guarantor in respect of any Funded Debt in excess of $25 million provided no Event of Default has occurred and is continuing; (iii) Parent'sCompany’s (or a Subsidiary's)Subsidiary’s) Capital Stock in such Subsidiary is sold or otherwise disposed (by merger or otherwise) to any person that is not Parentthe Company or a Subsidiary such that, after giving effect to any such sale or disposition, such person is no longer a Subsidiary; or (iv) Parent(iii) the Company exercises its legal defeasance option or Parent'sthe Company’s obligations are discharged as described under "—“— Discharge, Legal Defeasance and Covenant Defeasance."December 15, 2024,June 29, 2031 the New Notes will be subject to redemption by Parent,the Company, in whole at any time or in part from time to time, at a redemption price equal to the greater of:•date of redemption)redemption date) computed by discounting such payments to the redemption date on a semi-annual basis, assuming a 360-day year consisting of twelve 30-day months, at a rate equal to the sum of the Adjusted Treasury Rate for such New Notes plus 4025 basis points, plus, in either case, accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).December 15, 2024,June 29, 2031 the New Notes may be redeemed in whole at any time or in part from time to time, at Parent'sthe Company’s option, at a redemption price equal to 100% of the principal amount of Parent"—“— Discharge, Legal Defeasance and Covenant Defeasance."” If Parentthe Company elects to redeem the New Notes in part, the trustee will select the New Notes to be redeemed in compliance with the requirements of the principal securities exchange, if any, on which the New Notes are listed, as certified to the trustee by Parent,the Company, or if the New Notes are not so listed or such exchange prescribes no method of selection, pro rata (or, in the case of New Notes evidenced by global notes, in accordance with DTC'sDTC’s applicable procedures). of redemption, interest will cease to accrue on and after the applicable redemption date on the New Notes or portions thereof called for redemption.Parent'sthe Company’s discretion, be subject to the satisfaction of one or more conditions precedent, including, thebut not limited to, completion of a corporate transaction, consummation of a financing transaction or equity issuance the proceeds of which are to be used to fund such redemption, or other event. If any redemption is so subject to the satisfaction of one or more conditions precedent, the notice thereof shall describe each such condition and, if applicable, shall state that, in the Company’s sole discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion), and/or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Company in its sole discretion) by the redemption date, or by the redemptionParentthe Company to purchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of the holder'sholder’s New Notes at a purchase price in cash equal to 101% (the "Change“Change of Control Price"Price”) of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), except to the extent that Parentthe Company has exercised its right to redeem the New Notes as described under "—“— Optional Redemption"Redemption” or as otherwise set forth in this section. "ChangeControl"Control” means the occurrence of any one of the following:Parentthe Company and the Subsidiaries taken as a whole to any "person" (as“person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than to Parentthe Company or one or more of the Subsidiaries or a combination thereof or a person controlled by Parentthe Company or one or more of the Subsidiaries or a combination thereof; or(b)"person" (as“person” (as that term is used in Section 13(d)(3) of the Exchange Act) (other than any Subsidiary) becomes the "beneficial owner" (as“beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the outstanding Voting Stock of Parent,the Company, measured by voting power rather than number of shares (excluding a redomestication of Parent)the Company)."Change“Change of Control"Control” under clause (b) above if, as a result of such transaction, (i) Parentthe Company becomes a direct or indirect wholly owned Subsidiary of a holding company and (ii) the direct or indirect holders of the Voting Stock ofParentthe Company immediately prior to such transaction. "ChangeEvent"Event” means the ratings of the New Notes are lowered by at least two of the three Rating Agencies and, as a result, the New Notes cease to be rated Investment Grade by at least two of the three Rating Agencies in any case on any date during the period (the "Trigger Period"“Trigger Period”) commencing on the date of the first public announcement by Parentthe Company of any Change of Control (or pending Change of Control) and ending 60 days following consummation of such Change of Control (which 60-day period will be extended for so long as the rating of the New Notes is under publicly announced consideration for a possible downgrade as a result of the Change of Control by any of the Rating Agencies).Parent'sthe Company’s option, prior to any Change of Control but after the public announcement of the transaction that constitutes or may constitute the Change of Control, except to the extent that Parentthe Company has exercised its right to redeem the New Notes as described under "—“— Optional Redemption"Redemption” or as otherwise set forth in this section, Parentthe Company will send a notice (a "Change“Change of Control Offer"Offer”) to each holder of New Notes with a copy to the trustee, which notice will govern the terms of the Change of Control Offer, stating:Parentthe Company to purchase such holder'sholder’s New Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (subject to the right of holders of record on the relevant record date to receive interest on the relevant interest payment date);(2)(3)"Change“Change of Control Payment Date"Date”); and(4)"Option“Option of Holder to Elect Purchase"Purchase” on the reverse of the New Note completed, to the paying agent at the address specified in the notice, or transfer their New Notes to the paying agent by book-entry transfer pursuant to the applicable procedures of the paying agent and DTC, prior to the close of business on the third business day prior to the Change of Control Payment Date. ParentParent'sthe Company’s Change of Control Offer may be conditioned upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.Parent,the Company, or any third party making a Change of Control Offer in lieu of Parent,the Company, as described below, purchases all of the New Notes validly tendered and not withdrawn by such holders pursuant to such Change of Control Offer or Alternate Offer, as applicable, Parentthe Company will have the right,days'days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer or Alternate Offer described above, as the case may be, to redeem all New Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption (subject to the right of holders of record on the relevant record date to receive interest on the relevant interest payment date). ParentParentthe Company and such third party purchases all New Notes properly tendered and not withdrawn under its offer or (2) in connection with or in contemplation of any Change of Control, Parentthe Company has made an offer to purchase (an "Alternate Offer"“Alternate Offer”) any and all New Notes validly tendered at a cash price equal to or higher than the Change of Control Price and purchases all New Notes properly tendered in accordance with the terms of such Alternate Offer. Parentmemorandum and consent solicitation statementcircular of Helmerich & Payne, Inc., dated November 19, 2018,September 27, 2021, with respect to the Old Notes, Parentthe Company shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations by virtue thereof."all“all or substantially all"all” of the assets of Parentthe Company and the Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase "substantially“substantially all,"” there is no precise established definition of the phrase under applicable law.Parentthe Company to repurchase its New Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of Parentthe Company and the Subsidiaries taken as a whole to another person may be uncertain.Parentthe Company to purchase all or any part of each holder'sholder’s New Notes as a consequence of a Change of Control Triggering Event. "Fitch""nationally“nationally recognized statistical rating organization"organization” within the meaning of Section 3(a)(62) of the Exchange Act. "Investment Grade"Moody'sMoody’s (or its equivalent under any successor rating category of Moody's)Moody’s); a rating of BBB- or better by S&P (or its equivalent under any successor rating category of S&P); a rating of BBB- or better by Fitch (or its equivalent under any successor rating category of Fitch); and the equivalent investment grade rating from any replacement Rating Agency or Agencies appointed by Parent or H&P Drilling Co. "Moody's"the Company.Moody'sMoody’s Investors Service, Inc., a subsidiary of Moody'sMoody’s Corporation, or any successor thereof which is a "nationally“nationally recognized statistical rating organization"organization” within the meaning of Section 3(a)(62) of the Exchange Act. "Rating Agency"Moody's,Moody’s, S&P and Fitch; provided, that if any of Moody's,Moody’s, S&P and Fitch ceases to rate the New Notes or fails to make a rating of the New Notes publicly available, Parent or H&P Drilling Co.the Company will appoint a replacement for such Rating Agency that is a "nationally“nationally recognized statistical rating organization"organization” within the meaning of Section 3(a)(62) of the Exchange Act. "S&P"“S&P” means S&P Global Ratings, a division of S&P Global, Inc., or any successor thereof which is a "nationally“nationally recognized statistical rating organization"organization” within the meaning of Section 3(a)(62) of the Exchange Act. "Subsidiaries""—Covenants—“— Covenants — Definitions." "Voting Stock"”"Covenants"“Covenants” subsection are defined at the end of this subsection.Parentthe Company will not, nor will it permit any Subsidiary to, issue, assume or guarantee any debt for money borrowed ("Debt"(“Debt”) if such Debt is secured by a mortgage, pledge, security interest or lien (a "mortgage"“mortgage” or "mortgages"“mortgages”) upon any properties of Parentthe Company or any Subsidiary or upon any securities or Debt of any Subsidiary (whether such properties, securities or DebtParentthe Company or any Subsidiary (or mortgages on the securities of a special purpose Subsidiary which holds no material assets other than the property being acquired, constructed, developed, operated, altered, repaired or improved) after the date of the indenture which are created within 360 days after such acquisition (or in the case of property constructed, developed, operated, altered, repaired or improved, after the completion and commencement of commercial operation of such property, whichever is later), to secure or provide for the payment of the purchase price or cost thereof (including to secure indebtedness to finance all or any part of such purchase price or cost); provided that in the case of such construction, development, operation, alteration, repair or improvement, the mortgages shall not apply to any property owned by Parentthe Company or any Subsidiary before such construction, development, operation, alteration, repair or improvement other than (1) unimproved real property on which the property so constructed, or the development, operation, alteration, repair or improvement, is located or (2) personal property which is so improved (and related contracts, intangibles and other assets incidental thereto or arising therefrom (including improvements and accessions thereto and replacements or proceeds thereof));(b)Parentthe Company or a Subsidiary) or (3) mortgages outstanding at the time any corporation, partnership or other entity becomes a Subsidiary or is consolidated with or merged with or into Parentthe Company or a Subsidiary; provided that in the case of (3) such mortgages shall only apply to property owned by such corporation, partnership or other entity at the time it becomes a Subsidiary or that is acquired thereafter;(c)Parentthe Company or any Subsidiary;(d)(e)Parentthe Company or any Subsidiary under worker'sworker’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Debt) or leases to which Parentthe Company or any Subsidiary is a party, or deposits to secure public or statutory obligations or regulatory obligations of Parentthe Company or any Subsidiary or deposits or cash or United States government bonds to secure surety or appeal bonds to which it is a party, or deposits as security for contested taxes or import or customs duties or for the payment of rent, in each case incurred in the ordinary course of business;(f)materialmen's, carriers'materialmen’s, carriers’, warehousemen's, repairman's, builders'warehousemen’s, repairman’s, builders’, workmen's, landlords'workmen’s, landlords’ and mechanics'mechanics’ liens, in each case for sums not overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings if a reserve or other appropriate provisions, if any, as shall be required by generally accepted accounting principles shall have been made in respect thereof;(g)(h)bankers'bankers’ acceptances issued pursuant to the request of and for the account of Parentthe Company or any Subsidiary in the ordinary course of its business;(i)Parentthe Company or a Subsidiary or to the ownership of its properties which do not materially adversely affect the value of said properties or materially impair their use in the operation of the business of Parentthe Company or a Subsidiary;(j)bankers'bankers’ liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depository institution;(k)(l)Parentthe Company or any of its Subsidiaries in connection with any executed letter of intent or purchase agreement for a purchase of property or assets not prohibited by the indenture; or(n)Parentthe Company or any Subsidiary pursuant to customary escrow arrangements pending the release thereof, or pursuant to customary discharge, redemption or defeasance provisions."—“— Limitations on Liens," Parent” the Company and any Subsidiary may, without securing the New Notes, issue, assume or guarantee Debt secured by a mortgage that, taken together with certain Attributable Debt described in the following sentence, does not in the aggregate exceed 15.0% of Consolidated Net Tangible Assets at the time of incurrence. The Attributable Debt to be aggregated for purpose of this exception is all Attributable Debt in respect of Sale and Lease-Back Transactions of Parentthe Company and its Subsidiaries under the exception in clause (e)(2) below existing at such time.Parentthe Company will not, nor will it permit any Subsidiary to, enter into any Sale and Lease-Back Transaction, other than any Sale and Lease-Back Transaction:Parentthe Company or the Subsidiary;(b)(c)(d)Parentthe Company and/or one or more Subsidiaries;Parentthe Company or such Subsidiary would be entitled to incur Debt secured by a mortgage on the property to be leased in an amount equal to the Attributable Debt with respect to such Sale and Lease-Back Transaction without equally and ratably securing the New Notes (1) under clauses (a) through (l) in "—“— Limitations on Liens"Liens” above or (2) under the last paragraph of that covenant; or(f)Parentthe Company will apply an amount equal to the net proceeds from the sale of the property so leased to (1) the retirement (other than any mandatory retirement), within 360 days of the effective date of any such Sale and Lease-Back Transaction, of New Notes or of Funded Debt of Parentthe Company or a Subsidiary or (2) the acquisition, construction, development, operation, alteration, repair or improvement of other property, provided that such property is owned by Parentthe Company or a Subsidiary free and clear of all mortgages. ParentParentthe Company files the same with the SEC, copies of the annual reports and of the information, documents and other reports that Parentthe Company may be required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act or pursuantParentthe Company will be deemed to have furnished such reports to the trustee if they have filed such reports with the SEC using the EDGAR filing system and such reports are publicly available.Parentthe Company is not subject to Section 13 or 15(d) of the Exchange Act and the New Notes are not freely transferrable under the Securities Act, upon the request of a holder of the New Notes, Parentthe Company will promptly furnish or cause to be furnished the information specified under Rule 144A(d)(4) of the Securities Act to such holder, or to a prospective purchaser of a Note designeddesignated by such holder, in order to permit compliance with Rule 144A under the Securities Act.trustee'strustee’s receipt thereof shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including Parent's, H&P Drilling Co.'sthe Company’s or any other person'sperson’s compliance with any of the covenants under the indenture or the New Notes (as to which the trustee is entitled to rely exclusively on Officers'Officers’ Certificates). The trustee will not be obligatedshall have no duty or obligation whatsoever to monitor or confirm, on a continuing basis or otherwise, Parent's, H&P Drilling Co.'sthe Company’s or any other person'sperson’s compliance with any of the covenants described herein or to determine whether such reports, information or documents have been posted on any website or other online data system or filed with the SEC through EDGAR (or other applicable system).neither Parent nor H&P Drilling Co.the Company will not consolidate or amalgamate with or merge with or into any other entity, and that Parentthe Company will not sell, convey, transfer or lease all or substantially all of Parent'sthe Company’s and its Subsidiaries'Subsidiaries’ assets, taken as a whole, to any person and that H&P Drilling Co. will not sell, convey, transfer or lease all or substantially all of H&P Drilling Co.'s and its Subsidiaries' assets, taken as a whole, to any person, unless:Parent or H&P Drilling Co.the Company is merged, if other than Parent or H&P Drilling Co., as the case may be,Company or the person who acquires the assets, shall be organized under the laws of the United States, any state thereof, or the District of Columbia, and in either case (other than a consolidation, amalgamation or merger between Parent and H&P Drilling Co. where Parent is the surviving entity) expressly assumes by supplemental indenture Parent's or H&P Drilling Co.'sthe Company’s obligations under the indenture and the New Notes and the guarantee;Notes;••ParentOfficers'Officers’ Certificate and an opinion of counsel, each stating that such consolidation, amalgamation, merger, conveyance, transfer or lease and such supplemental indenture comply with the indenture and that all conditions precedent therein provided for relating to such transaction have been complied with.Parentthe Company and its Subsidiaries, (including H&P Drilling Co.), including by way of merger, consolidation, or amalgamation."—“— Limitations on Liens"Liens” and "—“— Limitations on Sale and Lease-Back Transactions,"” the indenture does not afford holders of the New Notes protection in the event of a highly leveraged transaction involving either Parent or H&PDrilling Co.the Company and will not contain any restrictions on the amount of additional indebtedness that Parentthe Company or its Subsidiaries (including H&P Drilling Co.) may incur. "Adjusted Treasury Rate" means, with respect to any redemption date, the rate per annum equal to: (1) the yield, under the heading that represents the average for the immediately preceding week, appearing in the most recently published statistical release designated "H.15(519)" or any successor publication that is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded U.S. Treasury securities, adjusted to constant maturity under the caption "Treasury Constant Maturities" for the maturity corresponding to the Optional Redemption Comparable Treasury Issue; provided that, if no maturity is within three months before or after the remaining term of the New Notes to be redeemed, yields for the two published maturities most closely corresponding to the Optional Redemption Comparable Treasury Issue will be determined and the Adjusted Treasury Rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month; or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semiannual equivalent yield to maturity of the Optional Redemption Comparable Treasury Issue, calculated using a price for the Optional Redemption Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Optional Redemption Comparable Treasury Price for such redemption date. Parent (or its designee) will (a) determine the Adjusted Treasury Rate with respect to any redemption on the third business day prior to the redemption date, and (b) prior to such redemption date file with the trustee an Officers' Certificate setting forth the Applicable Treasury Rate and showing the calculation of such in reasonable detail. "Attributable Debt" "Capital Stock" "Consolidated“Consolidated Net Tangible Assets"Assets” means the total assets of Parentthe Company and the Subsidiaries as of the most recent fiscal quarter end for which a consolidated balance sheet of Parentthe Company and the Subsidiaries is available,minus all current liabilities (excluding the current portion of any long-term debt) of Parentthe Company and the Subsidiaries reflected on such balance sheet andminus total goodwill and other intangible assets of Parentthe Company and the Subsidiaries reflected on such balance sheet, all calculated on a consolidated basis in accordance with U.S. GAAP (which calculation shall give pro forma effect to any acquisition by or disposition of assets of Parentthe Company or any Subsidiaries involving the payment or receipt by Parentthe Company or any Subsidiaries, as applicable, of consideration (whether in the form of cash or non-cash consideration) in excess of $25 million that has occurred since the end of such fiscal quarter, as if such acquisition or disposition had occurred on the last day of such fiscal quarter). "Credit Agreement"Parentthe Company and Wells Fargo Bank, National Association, as an issuing lender and administrative agent, and certain financial institutions, as lenders, as amended, restated, replaced, or refinanced from time to time, whether with the same or different lenders. "Funded Debt"“Funded Debt” means indebtedness for money borrowed which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than 12 months after the date of the creation of such indebtedness. "IndependentBanker"Banker” means Credit Suisse Securities (USA)Goldman Sachs & Co. LLC, or if such firm is unwilling or unable to serve as such, an independent investment and banking institution of national standing appointed by Parent. "Optionalthe Company.Issue"Issue” means the U.S. Treasury security selected by the Independent Investment Banker as having a maturity comparable to the remaining term of the New Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the New Notes or, if, in the reasonable judgment of the Independent Investment Banker, there is no such security, then the Optional Redemption Comparable Treasury Issue will mean the U.S. Treasury security or securities selected by the Independent Investment Banker as having an actual or interpolated maturity or maturities comparable to the remaining term of the New Notes. "Optional Redemption Comparable Treasury Price" means, as determined by the Independent Investment Banker, (1) the average of four Optional Redemption Reference Treasury Dealer Quotations for the applicable redemption date, after excluding the highest and lowest Optional Redemption Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than four such Optional Redemption Reference Treasury Dealer Quotations, the average of all such quotations. "Optional Redemption Reference Treasury Dealer" means each of (i) Credit Suisse Securities (USA) LLC (or any affiliate thereof that is a primary U.S. governmental securities dealer (a "Primary Treasury Dealer")), (ii) a Primary Treasury Dealer selected by Credit Suisse Securities (USA) LLC, and (iii) two other Primary Treasury Dealers selected by Parent, and their respective successors; provided that if any of the foregoing ceases to be, and has no affiliate that is, a Primary Treasury Dealer, Parent will substitute for it another Primary Treasury Dealer. "Optional Redemption Reference Treasury Dealer Quotations" means, with respect to each Optional Redemption Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker of the bid and asked prices for the Optional Redemption Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker and the trustee at 5:00 p.m., New York City time, on the third business day preceding such redemption date. "SaleTransaction"Transaction” means any arrangement with any person providing for the leasing by Parentthe Company or any Subsidiary of any property from such person, whereby such property had been sold or transferred by Parentthe Company or any Subsidiary to such person. "Subsidiary"Parentthe Company or one or more of the other Subsidiaries or a combination thereof and (2) any partnership, joint venture or limited liability company of which (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by Parentthe Company or one or more of the other Subsidiaries or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise, and (y) Parentthe Company or any of the Subsidiaries is a controlling general partner or otherwise controls such entity. Parent"—“— Book-Entry System." Parent” The Company will issue one or more global notes in denominations that together equal the total principal amount of the outstanding New Notes. Parent, each guarantor•••"—“— Optional Redemption"Redemption”);••••Parent, each guarantorthe Company and the trustee may amend or supplement the indenture and the New Notes to:•Parent or H&P Drilling Co.the Company under the indenture;•"Code"“Code”));•••••Parent or H&P Drilling Co.the Company or events of default for the benefit of the holders or surrender any right or power conferred upon Parent or H&P Drilling Co.;the Company;•"Description“Description of the New Notes"Notes” set forth in this prospectus; or•holder'sholder’s New Notes will not be rendered invalid by such tender or purchase. After an amendment or waiver under the indenture requiring consent of the holders becomes effective, Parentthe Company is required to deliver to the holders and trustee a notice briefly describing such amendment or waiver; provided, that the trustee shall deliver such notice to the holders if Parentthe Company requests that the trustee deliver such notice; provided that Parentthe Company shall deliver to the trustee, at least 5 days prior to the requested delivery date (unless trustee consents to a shorter period), an Officers'Officers’ Certificate requesting that the trustee give such notice in Parent'sthe Company’s name and at Parent'sthe Company’s expense and setting forth the information to be stated in such notice. However, the failure to mail such notice, or any defect in the notice, will not impair or affect the validity of the amendment or waiver.(2)(3)(4)Parent's or H&P Drilling Co.'s or any guarantor'sthe Company’s bankruptcy, insolvency or reorganization;(5)guarantor'sguarantor’s full and unconditional guarantee of the New Notes in full force and effect, except as provided in the indenture; or(6)"—“— Modification and Supplemental Indentures."trustee'strustee’s duty to act with the required standard of care during a default.•Parent, H&P Drilling Co.the Company or any other obligor under the New Notes or the indenture only if the following conditions are met:•••Parent, H&P Drilling Co.the Company or any other obligor under the New Notes for payment of principal of, premium, if any, or interest on or after the due date.Parent, H&P Drilling Co.the Company and any other obligor under the New Notes will file annually with the trustee a certificate of no default or a certificate specifying any default that exists. ParentParentthe Company may discharge certain obligations to holders of the New Notes that have not already been delivered to the trustee for cancellation, if the New Notes:•• ParentParentthe Company and delivered to the trustee), to pay at maturity, or upon redemption, the principal, premium, if any, and interest on the New Notes; provided that, with respect to any redemption pursuant to "—“— Optional Redemption"Redemption” that requires the payment of a premium based on the Adjusted Treasury Rate, the redemption price deposited shall be sufficient for purposes of this provision to the extent that the redemption price so deposited with the trustee is calculated using an amount equal to an estimate of such premium computed using the Adjusted Treasury Rate as of the third business day preceding the date of such deposit with the trustee and Parentthe Company irrevocably agrees to provide funds sufficient to cover any shortfall in amounts due upon such redemption (it being understood that any discharge shall be subject to the condition subsequent that such shortfall is in fact paid); provided, that the trustee shall have no liability whatsoever in the event that such shortfall is not in fact paid after any discharge of the indenture and that any such shortfall shall be set forth in an Officers'Officers’ Certificate delivered to the trustee simultaneously with the deposit of such shortfall that confirms that such shortfall will be applied toward such redemption. Parent The Company Parent"legal“legal defeasance."” If Parentthe Company exercises its legal defeasance option, any guarantee of the New Notes in effect at such time will terminate.Parentthe Company and its Subsidiaries may be released with respect to any outstanding New Notes from the obligations imposed by the sections of the indenture that contain the covenants described above limiting liens, sale and lease-back transactions and consolidations, mergers and conveyances of assets or such other restrictive covenant. In that case, Parentthe Company and its Subsidiaries would no longer be required to comply with these sections of the indenture. This is typically referred to as "covenant“covenant defeasance."” If Parentthe Company exercises its covenant defeasance option, any guarantees of the New Notes in effect at such time will terminate. ParentThe Company may exercise its legal defeasance option notwithstanding Parent'sthe Company’s prior exercise of its covenant defeasance option.Parentthe Company only if, among other things:ParentParentthe Company and delivered to the trustee) sufficient, without consideration of any reinvestment of interest, to pay at maturity or upon redemption the"—“— Optional Redemption"Redemption” that requires the payment of a premium based on the Adjusted Treasury Rate, the redemption price deposited shall be sufficient for purposes of this provision to the extent that the redemption price so deposited with the trustee is calculated using an amount equal to an estimate of such premium computed using the Adjusted Treasury Rate as of the third business day preceding the date of such deposit with the trustee and Parentthe Company irrevocably agrees to provide funds sufficient to cover any shortfall in amounts due upon such redemption (it being understood that any defeasance shall be subject to the condition subsequent that such shortfall is in fact paid); provided, that the trustee shall have no liability whatsoever in the event that such shortfall is not in fact paid after any defeasance of the indenture and that any such shortfall shall be set forth in an Officers'Officers’ Certificate delivered to the trustee simultaneously with the deposit of such shortfall that confirms that such shortfall will be applied toward such redemption;ParentParent'sthe Company’s legal defeasance or covenant defeasance. This opinion must further state that these holders will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if Parent'sthe Company’s legal defeasance or covenant defeasance had not occurred. In the case of a legal defeasance, this opinion must be based on a ruling of the Internal Revenue Service or a change in United States federal income tax law occurring after the date of the indenture;••Parent or any Guarantorthe Company is a party or by which it is bound (other than agreements or instruments governing any other Debt being defeased, discharged or replaced); and•ParentOfficers'Officers’ Certificate and an opinion of counsel each stating that all conditions precedent to satisfaction and discharge of the indenture have been complied with.Parentthe Company and its subsidiaries maintain ordinary banking relationships. and the guarantees will be governed by, and construed in accordance with, the laws of the State of New York."global notes"“global notes”). Global notes will be deposited upon issuance with the trustee as custodian for DTC and registered in the name of DTC or its nominee, in each case, for credit to an account of a direct or indirect participant of DTC as described below."—“— Exchange of Book-Entry Notes for Certificated Notes."ParentThe Company takes no responsibility for these operations and procedures and urges investors to contact the system or their participants directly to discuss these matters.Parentthe Company that it is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the "Participants"“Participants”) and to facilitate the clearance and settlement of transactions in those securities between Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Access to DTC'sDTC’s system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the "Indirect Participants"“Indirect Participants”). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.Parentthe Company that, pursuant to procedures established by it:(2)DTC'sDTC’s system may hold their interests therein directly through DTC. Investors in the global notes who are not Participants may hold their interests therein indirectly through organizations (including Euroclear and Clearstream) which are Participants in such system. Euroclear and Clearstream may hold interests in the global notes on behalf of their participants through customers'customers’ securities accounts in their respective names on the books of their respective depositories, which are Euroclear Bank S.A./N.V., as operator of Euroclear, and Citibank, N.A., as operator of Clearstream. All interests in a global note, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of such systems.DTC'sDTC’s system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests. "holders" “holders” thereof under the indenture for any purpose.purposeParent, H&P Drilling Co.the Company, and the trustee will treat the persons in whose names the New Notes, including the global notes, are registered as the owners thereof for the purpose of receiving such payments and for all other purposes.Parent, H&P Drilling Co.,the Company, the trustee, nor any agent of Parent, H&P Drilling Co.the Company, or the trustee has or will have any responsibility or liability for:DTC'sDTC’s records or any Participant'sParticipant’s or Indirect Participant'sParticipant’s records relating to or payments made on account of beneficial ownership interest in the global notes or for maintaining, supervising or reviewing any of DTC'sDTC’s records or any Participant'sParticipant’s or Indirect Participant'sParticipant’s records relating to the beneficial ownership interests in the global notes; or(2)Parentthe Company that its current practice, upon receipt of any payment in respect of securities such as the New Notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe that it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of the New Notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the trustee Parent or H&P Drilling Co. None of Parent, H&P Drilling Co. orthe Company. Neither the Company nor the trustee will be liable for any delay by DTC or any of the Participants or the Indirect Participants in identifying the beneficial owners of the New Notes, and Parent, H&P Drilling Co.the Company, and the trustee may conclusively rely on and will be protected in conclusively relying on instructions from DTC or its nominee for all purposes.DTC'sDTC’s procedures, and will be settled in same-day funds, and such transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.DTC'sDTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depository; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be,Parentthe Company that it will take any action permitted to be taken by a holder of the New Notes only at the direction of one or more Participants to whose account DTC has credited the interests in the global notes and only in respect of such portion of the aggregate principal amount of the New Notes as to which such Participant or Participants has or have given such direction. However, if there is an event of default under the indenture, DTC reserves the right to exchange the global notes for New Notes in certificated form, which may be legended if required by the indenture and to distribute such New Notes to its Participants.Parent, H&P Drilling Co.,the Company, the trustee or any of their respective agents will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.Parentthe Company that it is unwilling or unable to continue as depository for the global note or (B) has ceased to be a clearing agency registered under the Exchange Act, and, in either case, Parentthe Company fails to appoint a successor depository within 90 days, or (2) there has occurred and is continuing an event of default under the indenture and DTC notifies the trustee of its decision to exchange global notes for New Notes in certificated form. In addition, beneficial interests in a global note may be exchanged for certificated New Notes upon request but only upon at least 20 days'days’ prior written notice given to the trustee by or on behalf of DTC in accordance with customary procedures. In all cases, certificated New Notes delivered in exchange for any global note or beneficial interest therein will be registered in names, and issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof, requested by or on behalf of DTC (in accordance with its customary procedures).Parent, H&P Drilling Co.the Company or the trustee will be liable for any delay by a global note holder or DTC in identifying the beneficial owners of the New Notes and Parent, H&P Drilling Co.the Company, and the trustee may conclusively rely on, and will be protected in relying on, instructions from the global note holder or DTC for all purposes.Parentthe Company will make all payments of principal, premium, if any, and interest in the manner described above under "—“— Payments on the New Notes; Paying Agent and Registrar."” We expect that secondary trading in the certificated New Notes will also be settled in immediately available funds.Parentthe Company that cash received in Euroclear or Clearstream as a result of sales of interests in a global note by or through a Euroclear or Clearstream participant to a Participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC'sDTC’s settlement date."significant modification"“significant modification” of the Old Note for U.S. federal income tax purposes, and, accordingly, the New Note received will be treated as a continuation of the Old Note in the hands of an exchanging holder. As a result, a holder will not recognize any taxable gain or loss as a result of receiving a New Note in exchange for an Old Note pursuant to the exchange offer, and any such holder will have the same adjusted tax basis and holding period in the New Note as it had in the Old Note immediately before the exchange. A holder who does not exchange its Old Note for a New Note pursuant to the exchange offer will not recognize any gain or loss for U.S. federal income tax purposes upon consummation of the exchange offer. The U.S. federal income tax consequences of holding and disposing of a New Note will be the same as the U.S. federal income tax consequences of holding and disposing of an Old Note.("ERISA"(“ERISA”), plans, accounts and other arrangements that are subject to Section 4975 of the Code or provisions of any federal, state, local, non-U.S. or other laws, rules or regulations that are similar to such provisions of ERISA and the Code (such laws, collectively, "Similar Laws"“Similar Laws”), and entities whose underlying assets are considered to include "plan assets"“plan assets” (as defined in Section 3(42) of ERISA or any applicable Similar Laws ("(“Plan Assets"Assets”)) of any such plan, account or arrangement (each, a "Plan"“Plan”). This summary is general in nature and does not address every issue pertaining to ERISA, the Code or Similar Laws that may be applicable to us, the New Notes or a particular investor. Accordingly, each prospective investor should consult with his, her or its own counsel in order to understand the issues relating to ERISA, the Code and Similar Laws that affect or may affect the investor with respect to this investment."ERISA Plan"“ERISA Plan”), on entities whose underlying assets include Plan Assets by reason of an ERISA Plan'sPlan’s investment in such entities and on those persons who are "fiduciaries"“fiduciaries” as defined in Section 3(21) of ERISA and Section 4975 of the Code with respect to ERISA Plans. Under ERISA and the Code, any person who exercises any discretionary authority or control over the administration of such an ERISA Plan or the management or disposition of the assets of such an ERISA Plan, or who renders investment advice for a fee or other compensation to such an ERISA Plan, is generally considered to be a fiduciary of the ERISA Plan."party“party in interest"interest” as defined in Section 3(14) of ERISA or a "disqualified person"“disqualified person” as defined in Section 4975(e)(2) of the Code with respect to such ERISA Plan. Examples of such prohibited transactions include, but are not limited to, sales or exchanges of property or extensions of credit between an ERISA Plan and a party in interest or disqualified person. Section 406(b) of ERISA and Sections 4975(c)(1)(E) and (F) of the Code generally prohibit a fiduciary with respect to an ERISA Plan from dealing with the assets of the ERISA Plan for its own benefit (for example when a fiduciary of a ERISA Plan uses its position to cause the ERISA Plan to make investments in connection with which the fiduciary (or a party related to the fiduciary) receives a fee or other consideration).("PTCE"(“PTCE”) 95-60, applicable to transactions involving insurance company general accounts; PTCE 90-1, regarding investments by insurance company pooled separate accounts; PTCE 91-38, regarding investments by bank collective investment funds; PTCE 84-14, regarding investments effected by a qualified professional asset manager; and PTCE 96-23, regarding investments effected by an in-house asset manager. There can be no assurance that all of the conditions of any such exemptions will be satisfied or that any of these exemptions will be available with respect to the acquisition and holding of the New Notes."Governmental Plan"“Governmental Plan”), a church plan, as defined in Section 3(33) of ERISA, that has not made an election under Section 410(d) of the Code (each, a "Church Plan"“Church Plan”) and a plan maintained outside the United States primarily for the benefit of persons substantially all of whom are nonresident aliens (each, a "non-U.S. Plan"“non-U.S. Plan”) are not subject to Title I of ERISA or Section 4975 of the Code. Accordingly, assets of such plans may be invested without regard to the fiduciary and prohibited transaction considerations described above to the extent such considerations relate to ERISA Plans, ERISA or Section 4975 of the Code. Although a Governmental Plan, a Church Plan or a non-U.S. Plan is not subject to Title I of ERISA or Section 4975 of the Code, it may be subject to other federal, state or local laws or non-U.S. laws that regulate its investments (i.e., "Similar Laws"“Similar Laws” as defined above). A fiduciary of a Governmental Plan, a Church Plan or a non-U.S. Plan should consider whether investing in the New Notes satisfies the requirements, if any, under any applicable Similar Law."Covered Plan"“Covered Plan”) or an entity whose underlying assets include the assets of a Plan, a Governmental"Covered“Covered Plan Investor"Investor”), but only if the acquisition will not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code or a violation of Similar Law. Therefore, any purchaser or subsequent transferee of a New Note or any interest therein will be deemed to have represented and warranted that (a) either: (i) no portion of the assets used by the acquirer or subsequent transferee to acquire or hold the New Notes (includingParentthe Company nor any of our affiliates is a sponsor of or a "fiduciary" (within“fiduciary” (within the meaning of ERISA or any Similar Laws) with respect to the Covered Plan or Covered Plan Investor and no advice provided by us or any of our affiliates formed a primary basis for making any investment or other decision for or on behalf of the Covered Plan or Covered Plan Investor in connection with the New Notes (including in connection with the exchange of Old Notes for New Notes) or the exercise of any rights with respect to the New Notes (including in connection with the exchange of Old Notes for New Notes). Any purported transfer of the New Notes to a transferee that does not comply with the foregoing requirements shall be null and void ab initio.dealer managersinitial purchasers have been sold pursuant hereto (or for such shorter period during which broker-dealers are required by law to deliver such prospectus), we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 2019,2022, all dealers effecting transactions in the New Notes may be required to deliver a prospectus."underwriter"“underwriter” within the meaning of the Securities Act and any profit of any such resale of New Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter"“underwriter” within the meaning of the Securities Act.SEC'sSEC’s position contained in the Exxon Capital Letters; and•dealer managersinitial purchasers have been sold pursuant hereto (or for such shorter period during which broker-dealers are required by law to deliver such prospectus), we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer (including the expenses of one counsel for the holder of the Old Notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Old Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. Baker Botts L.L.P. will pass upon certain for us in connection with the issuance of the New Notes.INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMHelmerich & Payne, Inc.the Company appearing in Helmerich & Payne, Inc.'s the Company’s Annual Report (Form 10-K)on Form 10-K for the year ended September 30, 2018,2021, and the effectiveness of Helmerich & Payne, Inc.'sthe Company’s internal control over financial reporting as of September 30, 2018,2021, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon included therein and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.Parentthe Company files electronically with the SEC, which you can access over the Internet at http://www.sec.gov. You can also obtain information about us at the offices of the NYSE,New York Stock Exchange, 20 Broad Street, New York, New York 10005. You may find additional information about us on our website at http://www.hpinc.com.www.helmerichpayne.com. The information contained on, or that can be accessed through, our website (other than the specified SEC filings incorporated by reference in this prospectus) is not incorporated by reference in this prospectus. You should not consider such information contained on our website or that can be accessed through our website to be part of this prospectus.SEC's Web site.Parentthe Company files with the SEC, which means that we are disclosing important information to you by referring you to those documents. The information we incorporateParentthe Company files with the SEC automatically will update and supersede this information. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. Unless this prospectus or the information incorporated by reference herein indicates that another date applies, you should not assume that the information in this prospectus is current as of any date other than the date of this prospectus or that any information we have incorporated by reference herein is accurate as of any date other than the date of the document incorporated by reference.Parentthe Company makes with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and until the exchange offer described in this prospectus is completed or is otherwise terminated, in each case excluding any information "furnished"“furnished” but not "filed,"“filed,” unless we specifically provide that such "furnished"“furnished” information is to be incorporated by reference:•Parent'sReports Reporton Form 8-K, filed with the SEC on November 19, 2018, November 27, 2018, December 17, 2018, December 18, 201810, 2021; and December 20, 2018; and•Parent'sthe Company’s Definitive Proxy Statement on Schedule 14A for its 20192022 Annual Meeting of Stockholders, filed with the SEC on January 22, 2019,18, 2022, to the extent incorporated by reference into the Form 10-K.Parentthe Company with the SEC pursuant to the Exchange Act (excluding any information "furnished"“furnished” but not "filed,"“filed,” unless we specifically provide that such "furnished"“furnished” information is to be incorporated by reference) after the date of this registration statement and prior to the effectiveness of this registration statement shall also be deemed incorporated by reference into this prospectus.Parent'sthe Company’s filings, other than exhibits to these filings unless we have specifically incorporated those exhibits by reference into this prospectus, at no cost, by writing us at the following address or telephoning us at the following telephone number:
Helmerich & Payne, Inc.
1437 South Boulder Avenue, Suite 1400
Tulsa, Oklahoma 74119
(918) 588-5190742-55312019,2022, all dealers that effect transactions in the New Notes, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers'dealers’ obligation to deliver a prospectus when acting as underwriters with respect to their unsold allotments or subscriptions.487,148,000550,000,000
$487,148,000550,000,000 aggregate principal amount of 4.65%2.900% Senior Notes due 20252031
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED,
IN EXCHANGE FOR
ALL OUTSTANDING AND UNREGISTERED
$487,148,000550,000,000 aggregate principal amount of 4.65%2.900% Senior Notes due 20252031Guaranteed by Helmerich & Payne International Drilling Co.20192022("Parent"(“the Company”) and Helmerich & Payne International Drilling Co. ("H&P Drilling Co.") are bothis a Delaware corporations.corporation. Section 145 of the Delaware General Corporation Law ("DGCL"(“DGCL”) provides generally that a corporation may indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative in nature, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys'attorneys’ fees) and, in a proceeding not by or in the right of the corporation, judgments, fines and amounts paid in settlement, actually and reasonably incurred by him in connection with such suit or proceeding, if he acted in good faith and in a manner he believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Delaware law further provides that a corporation may not indemnify any person against expenses incurred in connection with an action by or in the right of the corporation if such person shall have been adjudged to be liable in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses which such court shall deem proper.Parent'sthe Company’s Amended and Restated Certificate of Incorporation ("Parent's Charter"(“the Company’s Charter”) provides for the indemnification by Parentthe Company of any director, officer or employee of Parentthe Company or any of its subsidiaries in connection with any claim, action, suit or proceeding brought or threatened by reason of such position with Parentthe Company or any of its subsidiaries. Parent'sThe Company’s Charter also (i) limits or in certain circumstances eliminates the personal liability of a director to Parentthe Company or to its stockholders for monetary damages for breach of fiduciary duty as a director as authorized by Section 102(b) of the DGCL, (ii) permits Parent'sthe Company’s indemnification of its officers and directors as provided by Section 145 of the DGCL; provided, however, that the directors remain subject to personal liability for breaches of the duty of loyalty, acts committed in bad faith or intentional misconduct or a knowing violation of law, the payment of an unlawful dividend or unlawful stock repurchases, or any transaction from which the directors received an improper personal benefit, and (iii) permits Parentthe Company as provided in Section 145 of the DGCL to maintain insurance to protect itself and any director, officer, employee or agent of Parent. Parentthe Company. The Company presently maintains in effect a liability insurance policy covering officers and directors. The Tenth Article of H&P Drilling Co.'s Certificate of Incorporation ("H&P Drilling Co.'s Charter") provides for the indemnification by H&P Drilling Co. of any director, officer, employee or agent of H&P Drilling Co. or any of its subsidiaries in connection with any action, suit or proceeding if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of H&P Drilling Co., and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. The Tenth Article of H&P Drilling Co.'s Charter also provides for the indemnification of any director, officer, employee or agent of H&P Drilling Co. or any of its subsidiaries in connection with any action, suit or proceeding brought by or in the right of H&P Drilling Co. for certain expenses if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of H&P Drilling Co.; provided, however, that H&P Drilling Co.'s Charter, in the absence of certain circumstances, eliminates indemnification where such person has been adjudged to be liable for negligence or misconduct in the performance of his duty to H&P Drilling Co. H&P Drilling Co.'s Charter permits H&P Drilling Co. asII-1provided in Section 145 of the DGCL to maintain insurance to protect itself and any director, officer, employee or agent of H&P Drilling Co. 23.1Number*
Description 23.1*
23.223.2**
24.124.1**
25.125.1**
99.199.1**
99.299.2**
II-2 ExhibitNumberDescription 99.399.3**
99.499.4**
"Securities Act"“Securities Act”);"SEC"“SEC”) pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation“Calculation of Registration Fee"Fee” table in the effective registration statement; andII-3registrant'sregistrant’s annual report pursuant to sectionSection 13(a) or sectionSection 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"“Exchange Act”) (and, where applicable, each filing of an employee benefit plan'splan’s annual report pursuant to sectionSection 15(d) of the Exchange Act), that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.II-428, 2019.24, 2022.
(Registrant)HELMERICH & PAYNE, INC.(Registrant)By:/s/ JOHN W. LINDSAYName:John W. LindsayTitle:President and Chief Executive Officer
Title: President and Chief Executive Officerand Debra R. Stockton and William H. Gault, and each of them, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his, her or their substitutes, may lawfully do or cause to be done by virtue hereof. Signature SignatureDate
Date
JOHN W. LINDSAY
John W. Lindsay
Executive Officer
(Principal Executive Officer) January 28, 201924, 2022
MARK W. SMITH
Mark W. Smith
Financial Officer
(Principal Financial Officer) January 24, 2022 Financial
Accounting Officer
(Principal Financial Officer and Principal Accounting Officer)
January 28, 201924, 2022
HANS HELMERICH
Hans Helmerich
Director and Chairman of the Board
January 28, 201924, 2022
DELANEY M. BELLINGER
Delaney M. Bellinger
Director
Director
January 28, 201924, 2022 Director January 24, 2022 Signature SignatureDate
Date
KEVIN G. CRAMTON
Kevin G. Cramton Director January 28, 201924, 2022
RANDY A. FOUTCH
Randy A. Foutch
Director
Director
January 28, 201924, 2022
JOSÉ R. MAS
José R. Mas
Director
Director
January 28, 201924, 2022
THOMAS A. PETRIE
Thomas A. Petrie
Director
Director
January 28, 201924, 2022
DONALD F. ROBILLARD, JR.
Donald F. Robillard, Jr.
Director
Director
January 28, 201924, 2022
EDWARD B. RUST, JR.
Edward B. Rust, Jr.
Director
Director
January 28, 201924, 2022
Director January 24, 2022
Director
Director
January , 201924, 2022 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Helmerich & Payne International Drilling Co. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on January 28, 2019.HELMERICH & PAYNE INTERNATIONAL DRILLING CO.(Registrant)By:/s/ JOHN W. LINDSAYName:John W. LindsayTitle:President Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.SignatureTitleDate/s/ JOHN W. LINDSAYJohn W. LindsayDirector and President(Principal Executive Officer)January 28, 2019/s/ MARK W. SMITHMark W. SmithDirector, Vice President and Treasurer(Principal Financial Officer and Principal Accounting Officer)January 28, 2019/s/ CARA M. HAIRCara M. HairDirector and Vice PresidentJanuary 28, 2019