M&A - Helmerich & Payne, Inc.
Form Type: 8-K/A
Filing Date: 2025-04-04
Corporate Action: Acquisition
Type: Update
Accession Number: 000004676525000022
Filing Summary: Helmerich & Payne, Inc. has filed Amendment No. 1 on Form 8-K/A to amend its Current Report from January 16, 2025. This amendment provides additional details following the company’s acquisition of KCA Deutag International Limited. The filing includes audited financial statements for KCA Deutag for the years ended December 31, 2024 and 2023, as well as unaudited pro forma condensed combined financial information for Helmerich & Payne as of December 31, 2024, and for the year ended September 30, 2024, along with specific operational results for the three months ended December 31, 2024. The amendment aims to fulfill the supplementary requirements regarding financial disclosures from the original report without modifying earlier reported information.
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Item 9 01 Financial Statements And Exhibits: This section includes various audited consolidated financial statements of KCA Deutag and pro forma financial information for Helmerich & Payne.
Audited Financial Statements: Audited Consolidated Financial Statements of KCA Deutag International Limited for the years ended December 31, 2024 and 2023 are included.
Pro Forma Financial Information: Unaudited pro forma condensed combined balance sheet and statements of operations for Helmerich & Payne and its subsidiaries is included.
Exhibit 23 1: Consent of Ernst & Young LLP, independent auditors for KCA Deutag International Limited.
Exhibit 99 1: Audited Consolidated Financial Statements of KCA Deutag International Limited.
Exhibit 99 2: Unaudited Pro Forma Condensed Combined Financial Information of Helmerich & Payne, Inc.
Form Type: DEF 14A
Filing Date: 2025-01-22
Corporate Action: Acquisition
Type: New
Accession Number: 000110465925005249
Filing Summary: Helmerich & Payne, Inc. has reported a strong operational performance in fiscal 2024, with notable advancements in expanding its global operations, including the commencement of drilling operations in Saudi Arabia through successful rig tenders. The firm has announced an acquisition of KCA Deutag International Limited, enhancing its international growth strategy and additional service capabilities in key Middle Eastern markets, along with South America, Europe, and Africa. The acquisition aims to significantly augment Helmerich & Payne's presence in offshore management contracts while supporting its diversification and cash flow profile. The company returned approximately $220 million to stockholders in fiscal 2024 through dividends and share repurchases and intends to allocate free cash flow to reduce the debt incurred from the acquisition of KCA Deutag. The annual meeting of stockholders is scheduled for March 5, 2025, where shareholders will vote on director nominees and compensation proposals, reinforcing the company's commitment to governance and stockholder engagement.
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Record Date: 2025-01-06
Annual Meeting Date: 2025-03-05
Acquisition Target: KCA Deutag International Limited
Cash Flow Return Amount: 220 million
Base Dividend Per Share: 1
Annual Cash Flow Allocation: 100 million
Form Type: 8-K
Filing Date: 2025-01-16
Corporate Action: Acquisition
Type: New
Accession Number: 000110465925004116
Filing Summary: On January 16, 2025, Helmerich & Payne, Inc. completed an acquisition of KCA Deutag International Limited. This acquisition was executed through a Purchase Agreement dated July 24, 2024, and amended on December 20, 2024. The total consideration for the acquisition was approximately $897 million in cash, part of which, around $80 million, was placed into escrow pending resolution of certain tax obligations. The transaction also involved the redemption of KCA Deutag’s outstanding debts, including the full redemption of various senior secured notes and the repayment of significant borrowings under revolving credit facilities. The acquisition and its terms were previously outlined in the company's earlier filing on July 24, 2024. A press release announcing the completion of this acquisition was issued concurrently on January 16, 2025, providing further details on the transaction.
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Additional details:
Purchase Price: 897 million USD
Escrow Amount: 80 million USD
Debt Redemption Details: Redemption of $500 million Senior Secured Notes, $250 million Senior Secured Floating Rate Notes, and $272.2 million Payment-In-Kind Notes.
Borrowings Repayment Details: Approximately $50 million under Senior Secured Guarantee and Revolving Credit Facilities provided by Barclays Bank, and $50 million under Revolving Credit Facilities provided by Deutsche Bank.
Form Type: 8-K
Filing Date: 2024-12-23
Corporate Action: Acquisition
Type: Update
Accession Number: 000004676524000083
Filing Summary: On December 20, 2024, Helmerich & Payne, Inc. entered into a Deed of Amendment to a previously disclosed Sale and Purchase Agreement dated July 25, 2024, for the acquisition of KCA Deutag by HP Global Holdings Limited, a wholly owned subsidiary of the Company. The Deed of Amendment modifies the terms of the Purchase Agreement to stipulate that the completion of the acquisition will occur no earlier than January 15, 2025, contingent upon regulatory approvals and other customary closing conditions.
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Additional details:
Date Reported: 2024-12-20
Purchase Agreement Date: 2024-07-25
Acquisition Target: KCA Deutag
Subsidiary Involved: HP Global Holdings Limited
Amendment Type: Deed of Amendment
Expected Closing Date: 2025-01-15
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