Helmerich & Payne Secures New $1.5B Credit Facility

TL;DR

HP just inked a new $1.5B credit line, replacing their old $1B one. More cash flexibility.

AI Summary

On September 17, 2024, Helmerich & Payne, Inc. entered into a Material Definitive Agreement, specifically a Credit Agreement, with JPMorgan Chase Bank, N.A. as administrative agent. This agreement establishes a new $1.5 billion revolving credit facility, replacing their previous $1.0 billion facility.

Why It Matters

This new, larger credit facility provides Helmerich & Payne with increased financial flexibility and liquidity, which can be crucial for operational needs and strategic investments in the oil and gas drilling sector.

Risk Assessment

Risk Level: low — The filing details a routine credit agreement amendment and does not indicate any significant new risks or negative developments for the company.

Key Numbers

• $1.5B — New Revolving Credit Facility (Increases the company's borrowing capacity.)
• $1.0B — Previous Revolving Credit Facility (The amount being replaced by the new, larger facility.)

Key Players & Entities

• Helmerich & Payne, Inc. (company) — Registrant
• JPMorgan Chase Bank, N.A. (company) — Administrative Agent for the Credit Agreement
• $1.5 billion (dollar_amount) — New revolving credit facility amount
• $1.0 billion (dollar_amount) — Previous revolving credit facility amount
• September 17, 2024 (date) — Date of the Credit Agreement

FAQ

Key Financial Figures

• $0.10 — ge on which registered Common Stock ($0.10 par value) HP NYSE Indicate by ch
• $350,000,000 — rivate offering (the "Offering") of (i) $350,000,000 aggregate principal amount of its 4.650
• $550,000,000 — s due 2029 (the "2029 Notes") and (iii) $550,000,000 aggregate principal amount of its 5.500

Filing Documents

• tm2423608d3_8k.htm (8-K) — 46KB
• tm2423608d3_ex4-2.htm (EX-4.2) — 205KB
• tm2423608d3_ex4-3.htm (EX-4.3) — 212KB
• tm2423608d3_ex4-4.htm (EX-4.4) — 210KB
• tm2423608d3_ex4-5.htm (EX-4.5) — 144KB
• 0001104659-24-100662.txt ( ) — 1156KB
• hp-20240917.xsd (EX-101.SCH) — 3KB
• hp-20240917_lab.xml (EX-101.LAB) — 33KB
• hp-20240917_pre.xml (EX-101.PRE) — 22KB
• tm2423608d3_8k_htm.xml (XML) — 3KB

01

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. Notes and Indenture On September 17, 2024, Helmerich & Payne, Inc. (the "Company" or "we") completed its previously announced private offering (the "Offering") of (i) $350,000,000 aggregate principal amount of its 4.650% senior notes due 2027 (the "2027 Notes"), (ii) $350,000,000 aggregate principal amount of its 4.850% senior notes due 2029 (the "2029 Notes") and (iii) $550,000,000 aggregate principal amount of its 5.500% senior notes due 2034 (the "2034 Notes" and, together with the 2027 Notes and the 2029 Notes, the "Notes") to persons reasonably believed to be qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to certain non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act. The Notes were issued pursuant to that certain indenture, dated as of December 20, 2018 (the "Base Indenture"), by and among the Company, Helmerich & Payne International Drilling Co. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (the "Trustee"), as supplemented by (i) with respect to the 2027 Notes, the Third Supplemental Indenture, dated as of September 17, 2024 (the "Third Supplemental Indenture"), by and between the Company and the Trustee, (ii) with respect to the 2029 Notes, the Fourth Supplemental Indenture, dated as of September 17, 2024 (the "Fourth Supplemental Indenture"), by and between the Company and the Trustee and (iii) with respect to the 2034 Notes, as supplemented by the Fifth Supplemental Indenture, dated as of September 17, 2024 (the "Fifth Supplemental Indenture" and, together with the Base Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture, the "Indenture"), by and between the Company and the Trustee. The 2027 Notes will mature on December 1, 2027 and bear interest at a

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 under the subheading "Notes and Indenture" in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference. Cautionary Statement Regarding Forward-Looking Statements This Current Report on Form 8-K contains "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements other than statements of historical facts included in this communication are forward-looking statements.

Forward-looking statements may be identified by the use of forward-looking terminology such as "may," "will,"

Forward-looking statements may be identified by the use of forward-looking terminology such as "may," "will," "expect," "intend," "estimate," "anticipate," "believe," "predict," "project," "target," "continue," or the negative thereof or similar terminology, and such include, but are not limited to, statements regarding the consummation of the KCA Deutag Acquisition and the intended use of the net proceeds from the Offering.

Forward-looking statements are

Forward-looking statements are based upon current plans, estimates, and expectations that are subject to risks, uncertainties, and assumptions, many of which are beyond our control and any of which could cause actual results to differ materially from those expressed in or implied by the forward-looking that such expectations will prove to be correct. The inclusion of such statements should not be regarded as a representation that such plans, estimates, or expectations will be achieved. Factors that could cause actual results to differ materially from those expressed in or implied by such forward-looking statements include, but are not limited to, our ability to consummate the KCA Deutag Acquisition on the terms currently contemplated, risks and uncertainties related to economic, market or business conditions, and additional factors disclosed in our 2023 Annual Report on Form 10-K, including under Part I, Item 1A— "Risk Factors" and

, Item 7— "Management's Discussion and Analysis of Financial Condition and Results of Operations"

Part II, Item 7— "Management's Discussion and Analysis of Financial Condition and Results of Operations" thereof, as updated by subsequent reports (including the Company's Quarterly Reports on Form 10-Q) we file with the SEC. All forward-looking statements, expressed or implied, included in this communication are expressly qualified in their entirety by this cautionary that we or persons acting on our behalf may issue. All forward-looking statements speak only as of the date they are made and are based on information available at that time. Because of the underly ing risks and uncertainties, we caution you against placing undue reliance on these forward-looking statements. We assume no duty to update or revise these forward-looking statements based on changes in internal estimates, expectations or otherwise, except as required by law.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 4.1 Indenture, dated December 20, 2018, among Helmerich & Payne, Inc., Helmerich & Payne International Drilling Co. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (incorporated herein by reference to Exhibit 4.1 of the Company's Form 8-K filed on December 20, 2018, SEC File No. 001-04221). 4.2 Third Supplemental Indenture, dated September 17, 2024, between Helmerich & Payne, Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (including the form of 4.650% Senior Note due 2027). 4.3 Fourth Supplemental Indenture, dated September 17, 2024, between Helmerich & Payne, Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (including the form of 4.850% Senior Note due 2029). 4.4 Fifth Supplemental Indenture, dated September 17, 2024, between Helmerich & Payne, Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (including the form of 5.500% Senior Note due 2034). 4.5 Registration Rights Agreement, dated September 17, 2024, among Helmerich & Payne, Inc. and the initial purchasers named therein. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. 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: September 17, 2024

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