Obligation Patterson-UTI Resources Inc. 3.95% ( US703481AB79 ) en USD

Patterson-UTI Resources Inc.

100 % ▲

Etas-Unis

US703481AB79 ( en USD )

3.95% par an ( paiement semestriel )

31/01/2028

Prospectus brochure de l'obligation Patterson-UTI Energy Inc US703481AB79 en USD 3.95%, échéance 31/01/2028

2 000 USD

524 999 000 USD

703481AB7

BB+ ( Spéculatif )

Baa2 ( Qualité moyenne inférieure )

01/08/2025 ( Dans 31 jours )

Patterson-UTI Energy Inc. est une société américaine fournissant des services d'exploitation et d'ingénierie pour l'industrie pétrolière et gazière, notamment la location d'équipements de forage et la prestation de services de forage.

L'Obligation émise par Patterson-UTI Resources Inc. ( Etas-Unis ) , en USD, avec le code ISIN US703481AB79, paye un coupon de 3.95% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/01/2028

L'Obligation émise par Patterson-UTI Resources Inc. ( Etas-Unis ) , en USD, avec le code ISIN US703481AB79, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Patterson-UTI Resources Inc. ( Etas-Unis ) , en USD, avec le code ISIN US703481AB79, a été notée BB+ ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

pten-424b3.htm
424B3 1 pten-424b3.htm 424B3
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-226453
PROSPECTUS
Patterson-UTI Energy, Inc.
Offer to Issue
up to $525,000,000 of
3.95% Senior Notes due 2028
in exchange for
up to $525,000,000 of
3.95% Senior Notes due 2028
The exchange offer will expire at 5:00 p.m., New York City time, on September 7, 2018, unless we extend or earlier terminate the exchange offer.

The Exchange Notes:

·
Patterson-UTI Energy, Inc. is offering to issue $525,000,000 aggregate principal amount of 3.95% Senior Notes due 2028 (the "New Notes")
in an exchange offer registered under the Securities Act of 1933, as amended (the "Securities Act"), for $525,000,000 aggregate principal
amount of outstanding 3.95% Senior Notes due 2028 (the "Old Notes") that are subject to transfer restrictions under the Securities Act. The
term "Notes" refers to both the Old Notes and the New Notes.
Material Terms of the Exchange Offer:

·
The exchange offer expires at 5:00 p.m., New York City time, on September 7, 2018, unless extended or earlier terminated.

·
Upon expiration of the exchange offer, all Old Notes that are validly tendered and not withdrawn will be exchanged for an equal principal
amount of the New Notes.

·
You may withdraw tendered Old Notes at any time prior to the expiration of the exchange offer.

·
The exchange offer is not subject to any minimum tender condition, but is subject to customary conditions.

·
If you fail to tender your Old Notes, you will continue to hold transfer restricted securities and it may be difficult for you to transfer them.

·
Each broker-dealer that receives New Notes for its own account in this exchange offer in exchange for Old Notes that were acquired by that
broker-dealer as a result of market-making or other trading activities must acknowledge by way of the letter of transmittal that it will deliver a
prospectus meeting the requirements of the Securities Act in connection with any resale of the New Notes. This prospectus, as it may be
amended or supplemented from time to time, may be used by such a broker-dealer in connection with resales of the New Notes received in the
exchange offer. We have agreed that, for a period of up to 180 days after the expiration date of this exchange offer, we will make this
prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."

·
There is no existing public market for the Old Notes or the New Notes. We do not intend to list the New Notes on any securities exchange or
quotation system.

Investing in the New Notes involves risks. See "Risk Factors" beginning on page 9.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is August 9, 2018.

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This prospectus is part of a registration statement we filed with the Securities and Exchange Commission (the "SEC"). We have not authorized
anyone to provide you with any information other than the information contained in this prospectus and in the accompanying letter of
transmittal. We are not making an offer to sell these securities or soliciting an offer to buy these securities in any jurisdiction where an offer or
solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone whom it is unlawful to
make an offer or solicitation. You should not assume that the information contained or incorporated by reference in this prospectus is accurate
as of any date other than its respective date.
TABLE OF CONTENTS

Page
ABOUT THIS PROSPECTUS
ii
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
iii
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
iv
PROSPECTUS SUMMARY
1
Our Company
1
Risk Factors
1
The Exchange Offer
2
Consequences of Not Exchanging Old Notes
6
Summary Description of the Notes
6
RISK FACTORS
9
Risks Relating to the Notes
9
Risks Relating to the Exchange Offer
11
RATIO OF EARNINGS TO FIXED CHARGES
13
USE OF PROCEEDS
13
THE EXCHANGE OFFER
14
Terms of the Exchange Offer; Period for Tendering Old Notes
14
Procedures for Tendering Old Notes
14
Acceptance of Old Notes for Exchange; Delivery of New Notes
16
Book-Entry Transfers
17
Guaranteed Delivery Procedures
17
Withdrawal Rights
18
Conditions to the Exchange Offer
18
Exchange Agent
19
Fees and Expenses
19
Accounting Treatment
19
Transfer Taxes
19
Consequences of Exchanging or Failing to Exchange Old Notes
19
Other
20
DESCRIPTION OF THE NOTES
21
Interest
21
Payments on the Notes; Paying Agent and Registrar
22
Transfer and Exchange
22
Guarantees
22
Optional Redemption
23
Change of Control Offer
24
Covenants
26
Mandatory Redemption; Sinking Fund
31
Modification and Supplemental Indentures
31
Events of Default
33
Discharge, Legal Defeasance and Covenant Defeasance
34
Concerning the Trustee
35
Governing Law
35
Book-Entry, Delivery and Form
36
Depository Procedures
36
Exchange of Global Notes for Certificated Notes
38
Same Day Settlement and Payment
38
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
39
PLAN OF DISTRIBUTION
40
LEGAL MATTERS
41
EXPERTS
41

i
ABOUT THIS PROSPECTUS
We have filed with the SEC a registration statement on Form S-4 with respect to the New Notes. This prospectus, which forms part of the
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registration statement, does not contain all the information included in the registration statement, including its exhibits and schedules. For further
information about us and the Notes described in this prospectus, you should refer to the registration statement and its exhibits and schedules. Statements
we make in this prospectus about certain contracts or other documents are not necessarily complete. When we make such statements, we refer you to the
copies of the contracts or documents that are filed as exhibits to the registration statement, because those statements are qualified in all respects by
reference to those exhibits. The registration statement, including the exhibits and schedules, is available at the SEC's website at http://www.sec.gov. See
"Incorporation of Certain Documents by Reference."
In addition, this prospectus incorporates by reference important business and financial information about us that is not included in or delivered with
this prospectus. You may also obtain this information without charge by writing us at the following address or telephoning us at the following telephone
number:
Patterson-UTI Energy, Inc.
10713 West Sam Houston Parkway North, Suite 800
Houston, Texas 77064
(281) 765-7100
In order to ensure timely delivery, you must request the information no later than August 30, 2018, which is five business days before the
expiration of the exchange offer.

In this prospectus, unless we state otherwise or the context indicates or otherwise requires, "Patterson-UTI," the "Company," "we," "our," "us" or
like terms mean Patterson-UTI Energy, Inc. and its consolidated subsidiaries.

ii
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We file reports, proxy statements and other information with the SEC. You can read and copy any materials we file with the SEC at the SEC's
public reference room at 100 F Street, NE, Washington, D.C. 20549. You can obtain information about the operation of the SEC's public reference room
by calling the SEC at 1-800-SEC-0330. The SEC also maintains a Web site that contains information we file electronically with the SEC, which you can
access over the Internet at http://www.sec.gov.
We "incorporate by reference" information into this prospectus, which means that we disclose important information to you by referring you to
another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, except for any
information superseded by information contained expressly in this prospectus, and the information that we file later with the SEC will automatically
supersede this information. You should assume that the information in this prospectus is current only as of the date on the front page of this prospectus and
that the information contained in the documents incorporated by reference in this prospectus is accurate only as of the respective dates of those documents.
Our business, financial condition, results of operations and prospects may have changed since such dates.
We incorporate by reference the documents listed below, any documents we may file pursuant to the Securities Exchange Act of 1934 (the
"Exchange Act") after the date of the filing of the initial registration statement of which this prospectus forms a part and prior to the effectiveness of the
registration statement, and any future filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act from the date of this
prospectus until the termination of the offering, excluding any information furnished and not filed with the SEC prior to the date of this prospectus:

·
Annual Report on Form 10-K for the year ended December 31, 2017, filed with the SEC on February 20, 2018;

·
Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2018 and June 30, 2018, filed with the SEC on May 1, 2018
and July 30, 2018, respectively; and

·
Current Reports on Form 8-K, filed with the SEC on April 21, 2017, January 11, 2018, January 19, 2018, March 19, 2018, March 27,
2018, April 3, 2018 and June 15, 2018.
Any statement contained in this prospectus, or a document incorporated or deemed to be incorporated by reference in this prospectus, will be
deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently
filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or
superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
You may request a copy of any document incorporated by reference in this prospectus, including the exhibits thereto, at no cost, by writing or
telephoning us at the following address or telephone number:
Patterson-UTI Energy, Inc.
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10713 West Sam Houston Parkway North, Suite 800
Houston, Texas 77064
(281) 765-7100
Except for the incorporated documents referred to above, no other information, including information on or that can be accessed through our
website, is incorporated by reference in this prospectus.

iii
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference contain "forward-looking statements" within the meaning of the Securities Act, the
Exchange Act and the Private Securities Litigation Reform Act of 1995, as amended. These "forward-looking statements" involve risk and uncertainty.
These forward-looking statements include, without limitation, statements relating to: liquidity; revenue and cost expectations and backlog; financing of
operations; oil and natural gas prices; rig counts, source and sufficiency of funds required for building new equipment; upgrading existing equipment and
additional acquisitions (if opportunities arise); impact of inflation; demand for our services; competition; equipment availability; government regulation;
debt service obligations; and other matters. Our forward-looking statements can be identified by the fact that they do not relate strictly to historical or
current facts and often use words such as "anticipate," "believe," "budgeted," "continue," "could," "estimate," "expect," "intend," "may," "plan,"
"predict," "potential," "project," "pursue," "should," "strategy," "target," or "will," or the negative thereof and other words and expressions of similar
meaning. The forward-looking statements are based on certain assumptions and analyses we make in light of our experience and our perception of
historical trends, current conditions, expected future developments and other factors we believe are appropriate in the circumstances.
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 have been correct. These forward-looking statements involve known and unknown risks, uncertainties and other factors that
may cause our actual results, performance or achievements to be materially different from actual future results expressed or implied by the forward-
looking statements. These risks and uncertainties also include those set forth under "Risk Factors" as well as, among others, risks and uncertainties
relating to:

·
availability of capital and the ability to repay indebtedness when due;

·
volatility in customer spending and in oil and natural gas prices that could adversely affect demand for our services and their associated
effect on rates;

·
loss of key customers;

·
utilization, margins and planned capital expenditures;

·
synergies, costs and financial and operating impacts of acquisitions;

·
interest rate volatility;

·
compliance with covenants under our debt agreements;

·
excess availability of land drilling rigs, pressure pumping and directional drilling equipment, including as a result of reactivation,
improvement or construction;

·
specialization of methods, equipment and services and new technologies;

·
operating hazards attendant to the oil and natural gas business;

·
failure by customers to pay or satisfy their contractual obligations (particularly with respect to fixed-term contracts);

·
difficulty in building and deploying new equipment;

·
expansion and development trends of the oil and natural gas industry;

·
weather;
iv

·
shortages, delays in delivery, and interruptions in supply, of equipment and materials;

·
the ability to retain management and field personnel;
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·
the ability to effectively identify and enter new markets;

·
the ability to realize backlog;

·
strength and financial resources of competitors;

·
environmental risks and ability to satisfy future environmental costs;

·
global economic conditions;

·
adverse oil and natural gas industry conditions;

·
adverse credit and equity market conditions;

·
operating costs;

·
competition and demand for our services;

·
liabilities from operational risks for which we do not have and receive full indemnification or insurance;

·
governmental regulation;

·
ability to obtain insurance coverage on commercially reasonable terms;

·
financial flexibility;

·
legal proceedings and actions by governmental or other regulatory agencies;

·
technology-related disputes; and

·
other financial, operational and legal risks and uncertainties detailed from time to time in our filings with the SEC.
We caution that the foregoing list of factors is not exhaustive. Additional information concerning these and other risk factors is contained in our
Annual Report on Form 10-K for the year ended December 31, 2017 and subsequently filed Quarterly Reports on Form 10-Q, Current Reports on Form 8-
K and other SEC filings. You are cautioned not to place undue reliance on any of our forward-looking statements. The forward-looking statements speak
only as of the date made and, other than as required by law, we undertake no obligation to update publicly or revise any of these forward-looking
statements, whether as a result of new information, future events or otherwise. In the event that we update any forward-looking statement, no inference
should be made that we will make additional updates with respect to that statement, related matters or any other forward-looking statements. All
subsequent written and oral forward-looking statements concerning us or other matters and attributable to us or any person acting on our behalf are
expressly qualified in their entirety by the cautionary statements above.
v
PROSPECTUS SUMMARY
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 New Notes and the exchange offer.
Our Company
We are a provider of oilfield services and products to oil and natural gas exploration companies in North America, including market leading
positions in contract drilling, pressure pumping and directional drilling services. We were formed in 1978 and reincorporated in 1993 as a Delaware
corporation.
Our contract drilling business operates in the continental United States and western Canada, and we are pursuing contract drilling
opportunities outside of North America. Our pressure pumping business operates primarily in Texas and the Mid-Continent and Appalachian
regions. We also provide a comprehensive suite of directional drilling services in most major producing onshore oil and gas basins in the United
States, and we provide services that improve the accuracy of horizontal wellbore placement. We have other operations through which we provide
oilfield rental tools in select markets in the United States, and we also manufacture and sell pipe handling components and related technology to
drilling contractors in North America and other select markets. In addition, we own and invest, as a non-operating working interest owner, in oil
and natural gas assets that are primarily located in Texas and New Mexico.
Our principal executive offices are located at 10713 West Sam Houston Parkway North, Suite 800, Houston, Texas 77064, and our telephone
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number at that address is (281) 765-7100. Our website address is www.patenergy.com. The information on our website is not incorporated by
reference herein and does not constitute a part of this prospectus.
Risk Factors
Investing in the 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 or
purchase any Notes.

1
The Exchange Offer
A brief description of the material terms of the exchange offer follows. We are offering to exchange the New Notes for the Old Notes. The
terms of the New Notes offered in the exchange offer are substantially identical to the terms of the Old Notes, except that certain transfer
restrictions, registration rights and additional interest provisions relating to the Old Notes do not apply to the New Notes. For a more complete
description, see "Description of the Notes" and "The Exchange Offer."
Old Notes
3.95% Senior Notes due 2028, which we issued on January 19, 2018. $525,000,000
aggregate principal amount of the Old Notes were issued under the indenture, as
defined below under "Description of the Notes."
New Notes
3.95% Senior Notes due 2028, 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 certain 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 Offer
We are offering to issue up to $525,000,000 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 transactions exempt from or not subject to registration pursuant to Rule 144A and
Regulation S under the Securities Act.
Expiration Date; Tenders
The exchange offer will expire at 5:00 p.m., New York City time, on September 7,
2018, unless we extend or earlier terminate the exchange offer. By tendering your Old
Notes, you represent to us that:
· 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, you have no
arrangement or understanding with any person to participate in the
distribution, within the meaning of the Securities Act, of the New Notes in
violation of the Securities Act;
· you are not our "affiliate," as defined in Rule 405 under the Securities Act;
and
if you are a broker-dealer that 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 or
other trading activities, 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."
2
Withdrawal; Non-Acceptance
You may withdraw any Old Notes tendered in the exchange offer at any time prior to
the expiration of the exchange offer. If we decide for any reason not to accept any Old
Notes tendered for exchange,
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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 Offer
We 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.
3
Procedures for Tendering Old Notes
Unless 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.
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Guaranteed Delivery Procedures
If 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 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."
Special Procedures for Beneficial Owners
If 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.
Certain U.S. Federal Income Tax Considerations
The exchange of Old Notes for New Notes in the exchange offer is not expected to be
a taxable transaction for U.S. federal income tax purposes. See the discussion below
under the caption "Certain U.S. Federal Income Tax Considerations" for more
information regarding certain U.S. federal income tax consequences of the exchange
offer.
Use of Proceeds
We will not receive any cash proceeds from the exchange offer.
Exchange Agent
Wells 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."
4
Resales
Based 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; and
· 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 deliver a prospectus meeting the requirements of the Securities
Act in connection with any resales of the New Notes issued in the exchange offer.
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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 in Exxon 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 the prospectus relating to any
resale transaction.
5
Registration Rights Agreement for the Old Notes
When we issued the Old Notes on January 19, 2018, we and the initial purchasers
entered into a registration rights agreement pursuant to which we agreed to use our
commercially reasonable efforts to file a registration statement with respect to an offer
to exchange the Old Notes for substantially identical notes registered under the
Securities Act. This exchange offer is being made pursuant to that registration rights
agreement. We also agreed to use commercially reasonable efforts to cause the
registration statement to be declared effective and to consummate such exchange offer
on or prior to 350 days after January 19, 2018. We also agreed to use our commercially
reasonable efforts to file and cause to become effective a shelf registration statement
relating to the resale of the Notes under certain circumstances. If we fail to satisfy these
obligations, we may be required to pay additional interest on the Notes.

Consequences of Not Exchanging Old Notes
If you do not exchange your Old Notes in the exchange offer, your Old Notes will remain outstanding and continue to accrue interest but will
not retain any rights under the registration rights agreement, except as otherwise specified in that agreement. In addition, you will continue to be
subject to the restrictions on transfer described in the legend on the certificate for your Old Notes. In general, you may offer or sell your Old Notes
only if they are offered or sold:

·
in a transaction registered under the Securities Act and applicable state securities laws;

·
under an exemption from registration under the Securities Act and applicable state securities laws; or

·
in a transaction not subject to the Securities Act and applicable state securities laws.
We do not intend to register the resale of the Old Notes under the Securities Act, and holders of Old Notes that do not exchange Old Notes for
New Notes in the exchange offer will no longer have registration rights with respect to the Old Notes except in the limited circumstances provided
in the registration rights agreement. Under some circumstances, as described in the registration rights agreement, holders of the Old Notes,
including holders who are not permitted to participate in the exchange offer or who may not freely sell New Notes received in the exchange offer,
may require us to file, and to use commercially reasonable efforts to cause to become effective, a shelf registration statement covering resales of the
Old Notes by such holders. For more information regarding the consequences of not tendering your Old Notes, see "The Exchange Offer--
Consequences of Exchanging or Failing to Exchange Old Notes."
Summary Description of the Notes
A brief description of the material terms of the New Notes follows. The terms of the New Notes and those of the Old Notes are substantially
identical, except that certain 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. For a more complete description, see "Description of the Notes."
Issuer
Patterson-UTI Energy, Inc., a Delaware corporation
New Notes Offered
$525,000,000 of our 3.95% Senior Notes due 2028
Maturity Date
The New Notes will mature on February 1, 2028.
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Interest Rate
The New Notes will bear interest at the rate of 3.95% per annum.
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Interest Payment Dates
We will pay interest semi-annually in arrears on the New Notes on each February 1
and August 1, with the next interest payment date being February 1, 2019. The initial
interest payment on the New Notes will include all accrued and unpaid interest on the
Old Notes exchanged therefor.
No Guarantees
The Old Notes were initially guaranteed on a senior unsecured basis by certain of our
subsidiaries. These guarantees were automatically released in connection with our
entry into an amended and restated credit agreement (the "Credit Agreement") on
March 27, 2018. None of our subsidiaries are currently required to be a guarantor of
the Notes.
Ranking
The New Notes will be our senior unsecured debt obligations and will be:
· pari passu in right of payment with all of our existing and future unsecured
senior debt, including our 4.97% series A senior notes due 2020, our 4.27%
series B senior notes due 2022 (together, the "Existing Senior Notes"), the Old
Notes and debt under our Credit Agreement;
· senior in right of payment to all of our future subordinated debt;
· effectively subordinated to all of our future secured debt to the extent of the
value of the assets securing such debt; and
· structurally subordinated to all of the existing and future liabilities (including
trade payables) of each of our subsidiaries.
Optional Redemption
We may redeem the Notes at our option, in whole or in part, at any time or from time
to time prior to November 1, 2027 at a redemption price equal to 100% of the principal
amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, on those
Notes to the redemption date, plus the make-whole amount, if any, as described under
"Description of the Notes--Optional Redemption." We may redeem the Notes at our
option, in whole or in part, at any time or from time to time on or after November 1,
2027 at a redemption price equal to 100% of the principal amount of the Notes to be
redeemed, plus accrued and unpaid interest, if any, on those Notes to the redemption
date.
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Change of Control Offer
If a change of control triggering event occurs, unless we have exercised our option to
redeem the Notes, we will be required, subject to certain exceptions, to make an offer
to each holder of Notes to repurchase all or any part of that holder's Notes for cash
equal to 101% of the principal amount of the Notes to be repurchased, plus accrued
and unpaid interest, if any, on those Notes to the repurchase date. See "Description of
the Notes--Change of Control Offer."
Certain Covenants
The Notes are subject to certain covenants that, among other things, limit our ability to
incur certain liens, engage in sale and lease-back transactions or consolidate, merge or
transfer all or substantially all of our assets. See "Description of the Notes--
Covenants."
No Established Trading Market
The New Notes are a new issue of securities with no established trading market. The
New Notes will not be listed on any securities exchange or quoted on any automated
dealer quotation system. We cannot assure you that an active or liquid trading market
for the New Notes will develop. If an active or liquid trading market for the New
Notes does not develop, the market price and liquidity of the New Notes may be
adversely affected.
Form and Denominations
The New Notes will be issued in minimum denominations of $2,000 and integral
multiples of $1,000 in excess thereof. The Notes will be represented by one or more
global notes registered in the name of a nominee of DTC. Beneficial interests in the
New Notes will be evidenced by, and transfers thereof will be effected only through,
records maintained by participants of DTC.
Governing Law
The indenture is, and the New Notes will be, governed by and construed in accordance
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Document Outline

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