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  4. [8-K] PATTERSON UTI ENERGY INC Reports Material Event

Patterson-UTI (NASDAQ: PTEN) to redeem $482.5M 2028 notes with new 2036 debt

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Patterson-UTI Energy, Inc. entered into an underwriting agreement to sell $500 million of 6.050% Senior Notes due 2036. The company plans to use the net proceeds, together with cash on hand and borrowings under its revolving credit facility, to redeem approximately $482.5 million of its 3.95% Senior Notes due 2028 and for general corporate purposes.

The sale of the new notes is expected to close on May 19, 2026, subject to customary closing conditions. On May 5, 2026, the company issued a conditional notice to redeem all outstanding 2028 notes, with its obligation to fund the redemption conditioned on completing a senior debt offering on or before June 4, 2026.

Positive

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Negative

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Insights

Patterson-UTI is refinancing 2028 debt with a larger 2036 bond.

Patterson-UTI is issuing $500 million of 6.050% Senior Notes due 2036, primarily to redeem about $482.5 million of 3.95% notes due 2028. This extends its debt maturity profile while modestly increasing gross debt.

The company also plans to use cash on hand and its revolving credit facility to fund the 2028 redemption, indicating flexibility in liquidity sources. Interest expense will rise given the higher 6.050% coupon versus 3.95%, but longer tenor may support planning beyond 2028. Actual impact will depend on future cash flows and balance sheet management.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
New notes amount $500 million Aggregate principal of 6.050% Senior Notes due 2036
Coupon on new notes 6.050% Interest rate on Senior Notes due 2036
Targeted 2028 notes redemption $482.5 million Approximate aggregate principal of 3.95% Senior Notes due 2028
Coupon on 2028 notes 3.95% Interest rate on Senior Notes due 2028
Expected closing date May 19, 2026 Planned closing of 6.050% Senior Notes due 2036 offering
Redemption condition deadline June 4, 2026 Deadline to complete senior debt offering that conditions 2028 notes redemption
Underwriting Agreement financial
"entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
6.050% Senior Notes due 2036 financial
"sale by the Company of $500 million aggregate principal amount of the Company’s 6.050% Senior Notes due 2036"
3.95% Senior Notes due 2028 financial
"redeem its 3.95% Senior Notes due 2028 (the “2028 Notes”)"
conditional notice to redeem financial
"the Company issued a conditional notice to redeem all of the approximately $482.5 million"
revolving credit facility financial
"plans to fund the 2028 Notes Redemption with the net proceeds from the Offering, cash on hand and borrowings under its revolving credit facility"
A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.
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Understanding 8-K Material Events →
PATTERSON UTI ENERGY INC false 0000889900 0000889900 2026-05-05 2026-05-05
 
 

UNITED STATES

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 (Date of earliest event reported): May 5, 2026

 

 

Patterson-UTI Energy, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   1-39270   75-2504748

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

10713 W. Sam Houston Pkwy N.,  
Suite 800, Houston, Texas   77064
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: 281-765-7100

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
Symbol

  

Name of each exchange
on which registered

Common Stock, $0.01 Par Value   PTEN   The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

Item 8.01 Other Events.

On May 5, 2026, Patterson-UTI Energy, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, Wells Fargo Securities, LLC and Scotia Capital (USA) Inc., as representatives of the underwriters listed therein, relating to the sale by the Company (the “Offering”) of $500 million aggregate principal amount of the Company’s 6.050% Senior Notes due 2036 (the “Notes”). The Company intends to use the net proceeds from the Offering to redeem its 3.95% Senior Notes due 2028 (the “2028 Notes”) and for general corporate purposes.

Subject to customary closing conditions, the sale of the Notes is expected to close on May 19, 2026.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company. In addition, the Company has agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments the underwriters may be required to make in respect of those liabilities.

Certain of the underwriters and their respective affiliates have provided, and may in the future provide, a variety of services to the Company and to persons and entities with relationships with the Company, for which they received or will receive customary fees and expenses. Specifically, certain of the underwriters or their affiliates may be holders of the 2028 Notes and, accordingly, may receive a portion of the proceeds of the Offering upon the redemption of the 2028 Notes.

On May 5, 2026, the Company issued a conditional notice to redeem all of the approximately $482.5 million aggregate principal amount of its outstanding 2028 Notes at the redemption price set forth in the indenture governing the 2028 Notes, plus accrued and unpaid interest to the redemption date (the “2028 Notes Redemption”). The Company’s obligation to fund the 2028 Notes Redemption is conditioned on the completion of an offering of its senior debt securities on or before June 4, 2026. The Company plans to fund the 2028 Notes Redemption with the net proceeds from the Offering, cash on hand and borrowings under its revolving credit facility. This statement of intent with respect to the redemption of the 2028 Notes does not constitute a notice of redemption under the indenture governing the 2028 Notes, nor an offer to purchase such 2028 Notes.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.   

Description

1.1    Underwriting Agreement, dated May 5, 2026, between Patterson-UTI Energy, Inc. and Goldman Sachs & Co. LLC, Wells Fargo Securities, LLC and Scotia Capital (USA) Inc., as representatives of the underwriters listed therein.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

 

    Patterson-UTI Energy, Inc.
May 6, 2026     By:  

/s/ C. Andrew Smith

      Name: C. Andrew Smith
      Title: Executive Vice President and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What new debt is Patterson-UTI Energy (PTEN) issuing in this 8-K?

Patterson-UTI Energy is selling $500 million aggregate principal amount of its 6.050% Senior Notes due 2036. The notes are being underwritten by a syndicate led by Goldman Sachs, Wells Fargo Securities, and Scotia Capital under a new underwriting agreement.

How will Patterson-UTI (PTEN) use the proceeds from the $500 million notes?

Patterson-UTI intends to use the net proceeds to redeem its 3.95% Senior Notes due 2028 and for general corporate purposes. The company also plans to use cash on hand and borrowings under its revolving credit facility to complete the redemption funding.

What amount of Patterson-UTI’s 3.95% 2028 notes is being targeted for redemption?

The company issued a conditional notice to redeem approximately $482.5 million aggregate principal amount of its 3.95% Senior Notes due 2028. The redemption price will follow the indenture terms, plus accrued and unpaid interest to the redemption date.

When is the Patterson-UTI (PTEN) 2036 notes offering expected to close?

The sale of the 6.050% Senior Notes due 2036 is expected to close on May 19, 2026, subject to customary closing conditions. Completion of this offering is a key condition to funding the planned redemption of the 2028 notes on or before June 4, 2026.

Is the redemption of Patterson-UTI’s 2028 notes already finalized?

No. Patterson-UTI issued a conditional notice to redeem all outstanding 2028 notes. Its obligation to fund this redemption is conditioned on completing an offering of senior debt securities on or before June 4, 2026, so the redemption depends on that financing.

Do underwriters have other relationships with Patterson-UTI Energy (PTEN)?

Yes. Certain underwriters and their affiliates have provided, and may in future provide, various services to Patterson-UTI for customary fees. Some underwriters or affiliates may also hold the 2028 notes and could receive part of the redemption proceeds from this refinancing transaction.

Filing Exhibits & Attachments

4 documents

Other Documents