The shares of NexTier Common Stock to which this Schedule 13D relates have not been
purchased by the Reporting Person, and no funds were expended in consideration for the execution of either the Merger Agreement or the Support Agreement.
The information set forth or incorporated by reference in Item 4 is incorporated by reference in this Item 3.
Item 4. |
Purpose of Transaction. |
(a)-(j)
Merger Agreement
Under the terms of, and subject to the conditions set forth in, the Merger Agreement, (i) Merger Sub Inc. will merge with and into
NexTier, with NexTier continuing as the surviving entity (the Surviving Corporation) (the First Company Merger) and (ii) immediately following the First Company Merger, the Surviving Corporation will merge with and into
Merger Sub LLC, with Merger Sub LLC continuing as the surviving entity (the Second Company Merger and, together with the First Company Merger, the Mergers). Under the terms of the Merger Agreement and as more fully described
below, at the effective time of the Mergers (the Effective Time), subject to certain exceptions, each share of NexTier Common Stock issued and outstanding immediately prior to the Effective Time (including each outstanding NexTier
restricted stock award) will be converted into the right to receive 0.7520 shares of Patterson-UTI Common Stock (the Exchange Ratio). Each share of NexTier Common Stock held in treasury by NexTier
or owned directly or indirectly by Patterson-UTI, Merger Sub Inc. or Merger Sub LLC will be automatically cancelled and will cease to exist, and no consideration will be issued therefor. Upon consummation of
the Mergers and the other transactions contemplated by the Merger Agreement (the Transactions), NexTier will be a wholly owned subsidiary of Patterson-UTI.
The closing of the Transactions is subject to the satisfaction or waiver of certain closing conditions, including, among others, (i) the
adoption of the Merger Agreement by holders of a majority of the outstanding shares of NexTier Common Stock, (ii) the approval of the Patterson-UTI charter amendment by the holders of a majority of the
outstanding shares of Patterson-UTI Common Stock, (iii) the approval of the share issuance by the holders of shares of Patterson-UTI Common Stock representing a
majority of votes cast thereon, (iv) the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act having expired or been terminated, and there being no written agreement in effect with any governmental entity not to
consummate the Transactions, (v) there being no law, injunction or order by a governmental body prohibiting the consummation of the Mergers, (vi) the approval for listing of Patterson-UTI Common
Stock to be issued in accordance with the terms of the Merger Agreement on the Nasdaq, (vii) the registration statement on Form S-4, to be filed with the United States Securities and Exchange Commission
(the SEC) by Patterson-UTI, having been declared effective by the SEC, (viii) subject to specified materiality standards, the accuracy of the representations and warranties of the other party,
and (ix) compliance by each other party in all material respects with their respective covenants.
The foregoing summary of the
Merger Agreement does not purport to be a complete description of the terms and conditions of such agreement, and such description is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached hereto
as Exhibit A. The foregoing summary of the Merger Agreement has been included to provide investors and securityholders with information regarding the terms of the Merger Agreement and is not intended to provide any other factual information about
the Issuer, the Reporting Person or their respective subsidiaries and affiliates.
The representations, warranties and covenants contained
in the Merger Agreement have been made solely for the benefit of the parties thereto. In addition, such representations, warranties and covenants (i) have been made only for purposes of the Merger Agreement, (ii) have been qualified by
(a) matters specifically disclosed in any reports filed by Patterson-UTI or NexTier with the SEC prior to the date of the Merger Agreement (subject to certain
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