Helmerich & Payne Completes Asset Acquisition/Disposition

TL;DR

HPX just closed a deal on assets, filing shows. Details in the 8-K.

AI Summary

On January 16, 2025, Helmerich & Payne, Inc. filed an 8-K report detailing the completion of an acquisition or disposition of assets. The filing also included Regulation FD disclosures, other events, and financial statements and exhibits. The company is incorporated in Delaware and headquartered in Tulsa, Oklahoma.

Why It Matters

This filing indicates a significant corporate action, likely involving the transfer of assets, which could impact the company's operational structure and financial performance.

Risk Assessment

Risk Level: medium — Acquisitions or dispositions of assets can carry inherent risks related to integration, valuation, and future performance.

Key Players & Entities

• Helmerich & Payne, Inc. (company) — Registrant
• January 16, 2025 (date) — Date of earliest event reported
• Tulsa, OK (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.10 — ge on which registered Common Stock ($0.10 par value) HP NYSE Indicate by ch
• $1.9725 b — ition was estimated to be approximately $1.9725 billion, consisting of (i) the purchase p
• $897 million — or total consideration of approximately $897 million in cash, approximately $80 million of w
• $80 million — ely $897 million in cash, approximately $80 million of which was deposited into a customary
• $500 million — KCA Deutag UK Finance PLC's outstanding $500 million aggregate principal amount of 9.875% Se
• $250 million — KCA Deutag UK Finance PLC's outstanding $250 million aggregate principal amount of Senior Se
• $272.2 million — iii) KCA Deutag PIKCO PLC's outstanding $272.2 million aggregate principal amount (which inclu
• $72.2 million — al amount (which includes approximately $72.2 million of accrued and capitalized interest) of
• $50 million — payment of all of the (i) approximately $50 million of outstanding borrowings under KCA Deu

Filing Documents

• tm253345d1_8k.htm (8-K) — 34KB
• tm253345d1_ex2-2.htm (EX-2.2) — 255KB
• tm253345d1_ex99-1.htm (EX-99.1) — 13KB
• tm253345d1_ex99-1img001.jpg (GRAPHIC) — 4KB
• 0001104659-25-004116.txt ( ) — 499KB
• hp-20250116.xsd (EX-101.SCH) — 3KB
• hp-20250116_lab.xml (EX-101.LAB) — 33KB
• hp-20250116_pre.xml (EX-101.PRE) — 22KB
• tm253345d1_8k_htm.xml (XML) — 3KB

01

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS. On January 16, 2025 (the " Closing Date "), the Company completed the Acquisition (the " Closing " ) whereby the Purchaser acquired the Shares for total consideration of approximately $897 million in cash, approximately $80 million of which was deposited into a customary escrow on the Closing Date pending the resolution of certain potential tax obligations of KCA Deutag in accordance with the terms of the Purchase Agreement. The material terms of the Purchase Agreement were previously disclosed in Item 1.01 of the Company's Current Report on Form 8-K filed on July 24, 2024 , which is incorporated herein by reference. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement and the Deed of Amendment, copies of which are filed as Exhibit 2.1 and Exhibit 2.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

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ITEM 7.01 REGULATION FD DISCLOSURE. On the Closing Date, the Company issued a press release announcing the closing of the Acquisition. 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. This information is being furnished pursuant to

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

Item 7.01 of Form 8-K and the press release attached hereto as Exhibit 99.1 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.

01

ITEM 8.01 OTHER EVENTS. In connection with the Closing, the Company and KCA Deutag completed (a) the redemption in full of all of (i) KCA Deutag UK Finance PLC's outstanding $500 million aggregate principal amount of 9.875% Senior Secured Notes due 2025, (ii) KCA Deutag UK Finance PLC's outstanding $250 million aggregate principal amount of Senior Secured Floating Rate Notes due 2025 and (iii) KCA Deutag PIKCO PLC's outstanding $272.2 million aggregate principal amount (which includes approximately $72.2 million of accrued and capitalized interest) of 15.0%/17.5% Payment-In-Kind Notes due 2027, and (b) the repayment of all of the (i) approximately $50 million of outstanding borrowings under KCA Deutag's Senior Secured Guarantee and Revolving Credit Facilities provided by Barclays Bank plc and (ii) approximately $50 million of outstanding borrowings under KCA Deutag's Senior Secured Revolving Credit Facilities provided by Deutsche Bank AG, in each case including, as applicable, the payment of all accrued and unpaid interest, premiums and fees in connection with each such redemption or repayment.

Financial Statements and Exhibits

Financial Statements and Exhibits. (a) Financial statements of businesses or funds acquired. The Company intends to file financial statements required by this Item 9.01(a) under the cover of an amendment to this Current Report on Form 8-K no later than seventy-one (71) calendar days after the date on which this Form 8-K was required to be filed. (b) Pro forma financial information. The Company intends to file the pro forma financial information that is required by this Item 9.01(b) under the cover of an amendment to this Current Report on Form 8-K no later than seventy-one (71) calendar days after the date on which this Form 8-K was required to be filed. (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 (incorporated herein by reference to Exhibit 2.1 of the Company's Form 8-K filed on July 25, 2024, SEC File No. 001-04221). 2.2 Deed of Amendment, dated December 20, 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 January 16, 2025, issued by Helmerich & Payne, Inc. 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

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View this 8-K filing on SEC EDGAR