Helmerich & Payne holders tender for exchange 95.78% of 4.65% notes

By Susanna Moon

Chicago, Dec. 4 – Helmerich & Payne, Inc. said holders had tendered $478.9 million principal amount, or 95.78%, of the 4.65% senior notes due March 15, 2025 issued by Helmerich & Payne International Drilling Co., a direct wholly owned subsidiary, as of the early deadline at 5 p.m. ET on Dec. 3.

As a result, Helmerich & Payne has secured the needed consents to amend the notes and plans to execute a supplemental indenture, which will become operative upon the settlement of the exchange offer, according to a company update on Tuesday.

The exchange offer will now continue until 11:59 p.m. ET on Dec. 18, extended from 11:59 p.m. ET on Dec. 17.

The company also extended the timeframe in which to receive the early premium to the end of the offer.

As announced Nov. 19 the company is offering to issue up to $500 million principal amount of new 4.65% senior notes due 2025 in exchange for the 4.65% notes.

The total exchange price will be par and $2.50 in cash for each $1,000 principal amount of notes tendered for exchange. Originally, holders had to tender by the early deadline of 5 p.m. ET on Dec. 3 to receive the early tender premium of $30 per $1,000 of notes.

The exchange is being made in connection with the reorganization of the company’s active International Land drilling operations and its Offshore Drilling operations into separate wholly owned subsidiaries, which may result in the transfer of certain assets from H&P Drilling Co. to other wholly owned subsidiaries, according to a previous announcement.

The reorganization “will foster operational efficiency, simplify our organizational structure and provide additional clarity in our internal reporting,” the release said.

Holders who exchange their notes will have the same priority with respect to these segments as other main creditors of H&P and H&P Drilling Co., including the existing notes and our new senior unsecured $750 million revolving credit facility, the release noted.

At the same time, H&P Drilling Co. is soliciting consents to amend the notes indenture to eliminate substantially all of the restrictive covenants and to limit the reporting covenant under the indenture so that H&P Drilling Co. is only required to comply with the reporting requirements under the Trust Indenture Act of 1939, as amended.

Holders may not give their consents without tendering notes in the exchange offer. Holders who tender their notes will be deemed to have given their consents.

The offer is being made to holders who are either qualified institutional buyers under Rule 144A or not U.S. persons under Regulation S.

D.F. King & Co., Inc. (800 967-4614 or 212 269-5550) is the exchange agent and information agent. For the eligibility form go to dfking.com/hp.

Tulsa, Okla.-based Helmerich & Payne engages in the contract drilling of oil and gas wells.

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