UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): January 23, 2017
PATTERSON-UTI ENERGY, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 0-22664 | | 75-2504748 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (IRS Employer Identification No.) |
| |
10713 West Sam Houston Pkwy N., Suite 800 Houston, Texas | | 77064 |
| (Address of principal executive offices) | | (Zip Code) |
(281)765-7100
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
| Item 2.02 | Results of Operations and Financial Condition. |
On January 23, 2017,Patterson-UTI Energy, Inc. (the “Company”) issued a press release reporting preliminary fourth quarter 2016 results (the “Press Release”). The Press Release is furnished as Exhibit 99.1 to this Current Report on Form8-K and is incorporated herein by reference.
The preliminary fourth quarter 2016 results in the Press Release have been prepared by, and are the responsibility of, management. PricewaterhouseCoopers LLP has not audited, reviewed, compiled or performed any procedures with respect to the preliminary fourth quarter 2016 results in the Press Release. Accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto.
The information in Item 2.02 of this Current Report on Form8-K and the Press Release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
To the extent required, the information included in Item 2.02 of this Current Report on Form 8-K is incorporated into this Item 8.01.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| | |
Exhibit No. | | Description of Exhibit |
| |
| 99.1 | | Press Release ofPatterson-UTI Energy, Inc. dated January 23, 2017. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| PATTERSON-UTI ENERGY, INC. |
| |
| By: | | /s/ John E. Vollmer III |
| Name: | | John E. Vollmer III |
| Title: | | Senior Vice President – Corporate Development, Chief Financial Officer and Treasurer |
January 24, 2017
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EXHIBIT INDEX
| | |
Exhibit No. | | Description of Exhibit |
| |
| 99.1 | | Press Release ofPatterson-UTI Energy, Inc. dated January 23, 2017. |
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