Helmerich & Payne Enters Material Definitive Agreement

TL;DR

HP just signed a big deal, expect financial moves.

AI Summary

On August 14, 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 significant financial commitment.

Why It Matters

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

Risk Assessment

Risk Level: medium — Entering into material definitive agreements can introduce new financial obligations or strategic shifts that carry inherent risks.

Key Players & Entities

• Helmerich & Payne, Inc. (company) — Registrant
• August 14, 2024 (date) — Date of earliest event reported
• Tulsa, OK (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.10 — nge on which registered Common Stock ($0.10 par value) HP NYSE Check the appr
• $400 m — in an aggregate principal amount up to $400 million, which reduces the commitments un
• $1.5725 billion — urposes of financing the Acquisition to $1.5725 billion. The Term Loan Credit Agreement matures
• $950 million — ggregate principal amount not to exceed $950 million outstanding at any time (as compared to
• $750 million — outstanding at any time (as compared to $750 million under the Existing Credit Agreement). $
• $775 million — n under the Existing Credit Agreement). $775 million of the revolving commitments under the
• $175 million — reement expire on November 12, 2028 and $175 million of the revolving commitments mature on
• $680 million — Existing Credit Agreement, under which $680 million of the commitments expired on November
• $70 million — on November 10, 2027 and the remaining $70 million expired on November 13, 2024), but the
• $100 m — dit Agreement may be increased by up to $100 million, subject to the agreement of the

Filing Documents

• tm2421697d1_8k.htm (8-K) — 34KB
• tm2421697d1_ex10-1.htm (EX-10.1) — 711KB
• tm2421697d1_ex10-2.htm (EX-10.2) — 739KB
• 0001104659-24-089785.txt ( ) — 1959KB
• hp-20240814.xsd (EX-101.SCH) — 3KB
• hp-20240814_lab.xml (EX-101.LAB) — 33KB
• hp-20240814_pre.xml (EX-101.PRE) — 22KB
• tm2421697d1_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Term Loan Credit Agreement On August 14, 2024, Helmerich & Payne, Inc., a Delaware corporation (the "Company") entered into a Term Loan Agreement, dated as of August 14, 2024 (the "Term Loan Credit Agreement"), among the Company, Morgan Stanley Senior Funding, Inc., as Administrative Agent (the "Term Loan Administrative Agent"), and the other lenders party thereto. Under the Term Loan Credit Agreement, the Company may obtain unsecured term loans in a single delayed draw in an aggregate principal amount up to $400 million, which reduces the commitments under the previously described bridge loan facility for purposes of financing the Acquisition to $1.5725 billion. The Term Loan Credit Agreement matures at the two-year anniversary of the funding of the term loans on the closing date of the Acquisition (as defined below) (the "Maturity Date"). Under the terms of the Term Loan Credit Agreement, the Company can obtain Base Rate Loans or SOFR Loans. Base Rate Loans are denominated in dollars and bear interest at a Base Rate plus a margin ranging from 0 basis points to 62.5 basis points determined on the basis of the Company's then current credit ratings. SOFR Loans bear interest at a Term SOFR Reference Rate plus an additional 10 basis point credit spread adjustment plus a margin ranging from 100 basis points to 162.5 basis points determined on the basis of the Company's then current credit ratings. The Company is obligated to repay the aggregate principal amount of any outstanding Base Rate Loans or SOFR Loans on the Maturity Date. The Company may voluntarily prepay its borrowings, in whole or in part, without premium or penalty, but subject to reimbursement of funding losses with respect to prepayment of SOFR Loans. Capitalized terms used in this paragraph but not defined herein have the meaning ascribed to them in the Term Loan Credit Agreement. The proceeds of the loans made under the Term Loan Credit Agree

03

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1* Term Loan Agreement, dated as of August 14, 2024, by and among the Company, Morgan Stanley Senior Funding, Inc., as Administrative Agent, and the other lenders party thereto. 10.2* Amended and Restated Credit Agreement, dated as of August 14, 2024, by and among the Company, Wells Fargo Bank, National Association, as Administrative Agent, and the other lenders party thereto. 104 Cover Page Interactive Data File (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 U.S. Securities and Exchange Commission 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: August 14, 2024

View Full Filing

View this 8-K filing on SEC EDGAR