Helmerich & Payne Enters Material Definitive Agreement

Ticker: HP · Form: 8-K · Filed: Jul 25, 2024 · CIK: 46765

Sentiment: neutral

Topics: material-definitive-agreement, financial-obligation

TL;DR

HP just signed a big deal, new financial obligation incoming.

AI Summary

On July 25, 2024, Helmerich & Payne, Inc. entered into a material definitive agreement related to a direct financial obligation. The company, headquartered in Tulsa, OK, filed an 8-K report detailing this event. Specific details regarding the nature of the agreement and the financial obligation were not fully disclosed in the provided text.

Why It Matters

This filing indicates a significant new financial commitment or obligation for Helmerich & Payne, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and a direct financial obligation, which inherently carries financial risk that is not fully detailed.

Key Players & Entities

FAQ

What is the nature of the material definitive agreement entered into by Helmerich & Payne, Inc. on July 25, 2024?

The provided text states that Helmerich & Payne, Inc. entered into a material definitive agreement, but does not specify its nature.

What is the direct financial obligation or off-balance sheet arrangement mentioned in the filing?

The filing confirms the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement, but the specific details of this obligation are not provided in the text.

Where are Helmerich & Payne, Inc.'s principal executive offices located?

Helmerich & Payne, Inc.'s principal executive offices are located at 222 North Detroit Avenue, Tulsa, OK 74120.

What is the SEC file number for Helmerich & Payne, Inc.'s 8-K filing?

The SEC file number for Helmerich & Payne, Inc.'s 8-K filing is 001-04221.

What is the fiscal year end for Helmerich & Payne, Inc.?

Helmerich & Payne, Inc.'s fiscal year ends on September 30.

Filing Stats: 1,410 words · 6 min read · ~5 pages · Grade level 12.2 · Accepted 2024-07-25 09:21:34

Key Financial Figures

Filing Documents

01

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. Sale and Purchase Agreement On July 25, 2024, Helmerich & Payne, Inc., a Delaware corporation (" Helmerich & Payne " or the " Company "), entered into a Sale and Purchase Agreement (the " Purchase Agreement "), among the Majority Sellers named therein (the " Majority Sellers "), the Management Seller named therein (the " Management Seller "), Ocorian Limited, a private company limited by shares incorporated in Jersey (the " Trustee " and together with the Majority Sellers and the Management Seller, the " Lead Sellers "), HP Global Holdings Limited, a private company limited by shares incorporated in Jersey and a wholly owned subsidiary of the Company (the " Purchaser "), and, for certain purposes set forth therein, KCA Deutag International Limited, a private company limited by shares incorporated in Jersey (" KCA Deutag "). The Purchase Agreement provides that, among other things, the Purchaser will acquire the entire issued share capital of KCA Deutag (collectively, the " Shares ") from the Majority Sellers and all other shareholders of KCA Deutag (such purchase and sale, together with the other transactions contemplated by the Purchase Agreement, the " Acquisition ") . Pursuant to the Purchase Agreement, the Company will guarantee the obligations of the Purchaser under the Purchase Agreement. The consideration payable by the Purchaser for the Shares will be an amount in cash equal to approximately $946.4 million (the " Unadjusted Purchase Price "), which is subject to customary downward adjustments at the closing for certain items of leakage occurring from December 31, 2023 to the closing, transaction costs and transaction-related bonuses. In addition, to the extent certain German tax obligations of KCA Deutag remain outstanding prior to closing, a portion of the Unadjusted Purchase Price equal to EUR 75.4 million plus interest on such amount at an annual rate of 1.8% from October 1, 2024 until closing w

03

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT. In connection with, and concurrently with the entry into, the Purchase Agreement, the Company entered into a debt commitment letter dated July 25, 2024 with Morgan Stanley Senior Funding, Inc. (" MSSF "), pursuant to which MSSF has committed, subject to satisfaction of standard conditions, to provide the Company with an unsecured bridge loan facility in an aggregate principal amount of $1.9725 billion (the " Bridge Loan Facility "). The Company currently intends to fund the Acquisition and related fees, costs and expenses with a combination of cash on hand, borrowings and through one or more debt capital markets or loan facility transactions, subject to market conditions and other factors, and, only to the extent necessary, borrowings under the Bridge Loan Facility.

01

ITEM 7.01 REGULATION FD DISCLOSURE. On July 25, 2024, Helmerich & Payne issued a press release announcing the acquisition of KCA Deutag. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. On July 25, 2024, in connection with the announcement of the acquisition of KCA Deutag , Helmerich & Payne held a conference call. A presentation (the " Investor Presentation ") referenced during such call is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein. This information is being furnished pursuant to

01 of Form 8-K and the press release and Investor Presentation attached hereto as Exhibit 99.1

Item 7.01 of Form 8-K and the press release and Investor Presentation attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, shall not be deemed to be "filed" for the 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 it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 2.1 Sale and Purchase Agreement, dated July 25, 2024, among Helmerich & Payne, Inc., the Majority Sellers named therein, the Management Seller named therein, Ocorian Limited, HP Global Holdings Limited and KCA Deutag International Limited. 99.1 Press Release dated July 25, 2024, issued by Helmerich & Payne, Inc. 99.2 Investor Presentation. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. Certain of the schedules and exhibits to the agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the SEC upon request. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HELMERICH & PAYNE, INC. By: /s/ William H. Gault Name: William H. Gault Title: Corporate Secretary Date: July 25, 2024

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