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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: APRIL 11, 1997
UTI ENERGY CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 001-12542 23-2037823
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
485 DEVON PARK DRIVE, SUITE 112
WAYNE, PENNSYLVANIA 19087
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (610) 971-9600
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EXHIBIT INDEX BEGINS ON PAGE 6.
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ITEM 2: ACQUISITION OR DISPOSITION OF ASSETS
On April 11, 1997, UTI Energy Corp, a Delaware corporation (the
"Company"), acquired the land drilling operations of Southland Drilling Company
Ltd., a Texas limited partnership ("Southland") for approximately $27.1 million
in cash and a five-year warrant to purchase 100,000 shares of the Company's
common stock, $.001 par value ("Common Stock"), at an exercise price of $48.00
per share (the "Southland Acquisition"). The purchase price was determined
through arms-length negotiations between the parties. The acquired assets
include eight land drilling rigs, various equipment and rig components, and
other equipment used in Southland's contract drilling business. The Company
also assumed various drilling contracts of Southland and retained Southland's
rig crews. The Company intends to utilize the Southland assets and crews in
its existing land drilling operations. The Southland Acquisition further
expands the Company's operations in the active oil and gas producing areas in
South Texas and the Gulf Coast and increases the Company's rig fleet to 82
rigs.
The Southland Acquisition was effected pursuant to an Asset Purchase
Agreement dated as of March 5, 1997 (the "Asset Purchase Agreement"), by and
between the Company and Southland. The Southland Acquisition was funded with a
combination of the Company's existing cash, the net proceeds from the private
placement of $25 million principal amount of its 12% Senior Subordinated Notes
due 2001 (the "Subordinated Notes") and the net proceeds from a new $25 million
three year term loan facility with Mellon Bank N.A. (the "Mellon Term Loan").
In connection with the Mellon Term Loan, the Company also increased the amount
available under its line of credit with Mellon Bank N.A. from $8.4 million to
$12.0 million. The Subordinated Notes were issued by the Company at a discount
of 2% and were issued with a seven-year warrant to purchase 400,000 shares of
Common Stock at an exercise price of $32.50 per share. The warrants are also
subject to call at $.25 per warrant after six months under certain
circumstances if the market price of the Common Stock is greater than $45.00
per share over a 90 day period. The indebtedness under the Mellon Term Loan is
secured by substantially all of the Company's rig assets, inventory and
accounts receivable.
The Company also utilized a portion of the net proceeds from the Mellon
Term Loan to refinance approximately $18.6 million in indebtedness that was
incurred in connection with its prior acquisitions of FWA Drilling Company,
Inc., Viersen & Cochran Drilling Company ("Viersen & Cochran") and the contract
drilling assets of Quarles Drilling Corporation. The Company incurred a one-time
pre-payment penalty of approximately $132,000 in connection with such
refinancing. This prepayment penalty was more than offset by a $345,000
prepayment discount that the Company received as a result of its prepayment of
the indebtedness incurred in its prior acquisition of Viersen & Cochran.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired.
To be filed by amendment. It is impracticable for the Company to
provide as of the date of filing of this Form 8-K the required financial
statements and pro forma information relating to the assets purchased from
Southland Drilling Company Ltd. Any such financial statements will be filed by
amendment within 60 days from the date this Form 8-K is due.
(b) Pro forma financial information.
To be filed by amendment. It is impracticable for the Company to
provide as of the date of this Form 8-K the required financial statements and
pro forma information relating to the assets purchased from Southland Drilling
Company Ltd. Any such financial statements will be filed by amendment within
60 days from the date this Form 8-K is due.
(c) Exhibits.
2.1 Asset Purchase Agreement dated March 5, 1997 (the
"Asset Purchase Agreement"), by and between UTI
Energy Corp. and Southland Drilling Company Ltd.
(incorporated by reference to the Company's Annual
Report on Form 10-K for the year ended December 31,
1996). Pursuant to Item 601(b)(2) of Regulation S-K,
certain schedules and similar attachments to the
Stock Purchase Agreement have not been filed with
this exhibit. Schedules 2.1(a), 2.1(b), 2.1(c),
2.1(d) and 2.1(e) contain lists of certain of the
assets purchased by the Company pursuant to the terms
and conditions of the Asset Purchase Agreement. The
Company agrees to furnish supplementally any omitted
schedule to the Securities and Exchange Commission
upon request.
2.2 First Amendment to Asset Purchase Agreement dated
April 11, 1997, by and between the Company, Triad
Drilling Company and Southland Drilling Company, Ltd.
10.1 Warrant Agreement dated April 11, 1997, by and
between the Company and Southland Drilling Company,
Ltd.
10.2 Loan and Security Agreement dated April 11, 1997, by
and among UTI Energy Corp., UTICO, Inc., FWA Drilling
Company, Inc., Triad Drilling Company, Inc.,
Universal Well Services, Inc., USC, Incorporated, and
Panther Drilling, Inc. and Mellon Bank, N.A.
10.3 Fourth Amendment and Modification to the Mellon Line
of Credit dated April 11, 1997, by and among UTI
Energy Corp., UTICO,
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Inc., FWA Drilling Company, Inc., Triad Drilling
Company, Universal Well Services, Inc., USC,
Incorporated and Panther Drilling, Inc. and Mellon
Bank, N.A.
10.4 Note Purchase Agreement dated April 11, 1997, by and
among UTI Energy Corp., UTICO, Inc., FWA Drilling
Company, Inc., Triad Drilling Company, Universal Well
Services, Inc., USC, Incorporated and Panther
Drilling, Inc. and Canpartners Investments IV, L.P.
(incorporated by reference to Schedule 13D relating
to the Company filed on April 22, 1997 by Canpartners
Investments IV, LLC, Canpartners Incorporated,
Mitchell R. Julis, Joshua S. Friedman and R.
Christian B. Evensen).
10.5 Note dated April 11, 1997, payable by FWA Drilling
Company, Inc., Triad Drilling Company, Universal Well
Services, Inc., USC, Incorporated and Panther
Drilling, Inc. to Canpartners Investments IV, L.P.
10.6 Warrant Agreement dated April 11, 1997, by and
between the Company and Canpartners Investments IV,
L.P.
10.7 Warrant dated April 11, 1997, by and between the
Company and Canpartners Investments IV, L.P.
10.8 Registration Rights Agreement dated April 11, 1997,
by and between UTI Energy Corp. and Canpartners
Investments IV, L.P.
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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.
UTI ENERGY CORP.
Dated: April 28, 1997 /s/ P. Blake Dupuis
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P. Blake Dupuis
Vice President
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EXHIBIT INDEX
2.1 Asset Purchase Agreement dated March 5, 1997 (the "Asset Purchase
Agreement"), by and between UTI Energy Corp. and Southland Drilling
Company Ltd. (incorporated by reference to the Company's Annual
Report on Form 10-K for the year ended December 31, 1996). Pursuant
to Item 601(b)(2) of Regulation S-K, certain schedules and similar
attachments to the Stock Purchase Agreement have not been filed with
this exhibit. Schedules 2.1(a), 2.1(b), 2.1(c), 2.1(d) and 2.1(e)
contain lists of certain of the assets purchased by the Company
pursuant to the terms and conditions of the Asset Purchase Agreement.
The Company agrees to furnish supplementally any omitted schedule to
the Securities and Exchange Commission upon request.
2.2 First Amendment to Asset Purchase Agreement dated April 11, 1997, by
and between the Company, Triad Drilling Company and Southland Drilling
Company, Ltd.
10.1 Warrant Agreement dated April 11, 1997, by and between the Company and
Southland Drilling Company, Ltd.
10.2 Loan and Security Agreement dated April 11, 1997, by and among UTI
Energy Corp., UTICO, Inc., FWA Drilling Company, Inc., Triad Drilling
Company, Inc., Universal Well Services, Inc., USC, Incorporated, and
Panther Drilling, Inc. and Mellon Bank, N.A.
10.3 Fourth Amendment and Modification to the Mellon Line of Credit dated
April 11, 1997, by and among UTI Energy Corp., UTICO, Inc., FWA
Drilling Company, Inc., Triad Drilling Company, Universal Well
Services, Inc., USC, Incorporated and Panther Drilling, Inc. and
Mellon Bank, N.A.
10.4 Note Purchase Agreement dated April 11, 1997, by and among UTI Energy
Corp., UTICO, Inc., FWA Drilling Company, Inc., Triad Drilling
Company, Universal Well Services, Inc., USC, Incorporated and Panther
Drilling, Inc. and Canpartners Investments IV, L.P. (incorporated by
reference to Schedule 13D relating to the Company filed on April 22,
1997 by Canpartners Investments IV, LLC, Canpartners Incorporated,
Mitchell R. Julis, Joshua S. Friedman and R. Christian B. Evensen).
10.5 Note dated April 11, 1997, payable by FWA Drilling Company, Inc.,
Triad Drilling Company, Universal Well Services, Inc., USC,
Incorporated and Panther Drilling, Inc. to Canpartners Investments IV,
L.P.
10.6 Warrant Agreement dated April 11, 1997, by and between the Company and
Canpartners Investments IV, L.P.
10.7 Warrant dated April 11, 1997, by and between the Company and
Canpartners Investments IV, L.P.
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10.8 Registration Rights Agreement dated April 11, 1997, by and between UTI
Energy Corp. and Canpartners Investments IV, L.P.
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