Helmerich & Payne announces agreement to acquire KCA Deutag

Helmerich & Payne announces agreement to acquire KCA Deutag

25 July 2024

Investor Relations | Helmerich & Payne, Inc. (helmerichpayne.com)

• Significant milestone in KCA Deutag's strategic transformation journey
• Transaction benefits all KCA Deutag's stakeholders
• Establishes combined H&P organisation as a global leader in onshore drilling
• Combined organisation will have increased scale and diversification, with leading positions in the U.S. and Middle East
• KCA Deutag's asset-light offshore services business and it's dynamic Kenera business enhances H&P's capability in Europe and the Middle East
• H&P's existing high-quality investment grade credit rating expected to be extended to combined organisation

KCA Deutag International Limited ("KCA Deutag") and Helmerich & Payne, Inc. (NYSE: HP) ("H&P") today announced a definitive agreement under which KCA Deutag will be acquired by H&P for $1.9725 billion in cash.

As a market leader in the U.S, H&P designs, fabricates and operates high-performance drilling rigs around the world. The company also develops and implements advanced automation, directional drilling and survey management technologies. Combined with KCA Deutag's global operations, on completion of the transaction, H&P will have leading positions in the U.S. and Middle East, the two most prominent oil and gas producing regions in the world.

CEO of KCA Deutag, Joseph Elkhoury, commented: "This announcement represents a significant milestone in the strategic transformation journey of KCA Deutag and delivers benefits to all stakeholders: our employees, customers, shareholders and the communities where we live and work."

"We look forward to joining H&P, combining the strengths of our people together with our geographical footprint, to create an organisation with an unrivalled global network, service capability and technology offering."

"The size, scale and financial strength of the combined organisation will provide a stable foundation for long-term growth and diversification to safeguard a sustainable and prosperous future for our people. With similar customer-centric cultures, focused on safety and delivering incident-free, quality services and innovative technology, we will leverage H&Ps operational processes and practices to accelerate efficiencies and optimise operational excellence for our customers."

"Once completed, this transaction is expected to deliver multiple growth opportunities for our people and customers while facilitating value realisation for our investors."

President and CEO of H&P, John Lindsay, commented, "This is a historic and transformative transaction for the Company, and we are excited about what this means for H&P's future, as it accelerates our international expansion particularly in the Middle East and enhances the Company's global leadership in onshore drilling solutions. KCA Deutag's assets and operations will add resilient revenues, providing greater earnings visibility and cash flow generation. As a result, we expect to generate sizeable incremental cash flows and are confident this transaction will deliver near- and long-term growth and value creation for H&P shareholders."

"H&P has a history of having a thoughtful and managed approach to running and investing in the business and is well versed in the challenges brought about by crude oil and natural gas volatility. Our experience in the industry combined with a Middle East market poised for continued growth should be indicative of the importance and the compelling reasons for executing on this acquisition at this time. Acquiring KCA Deutag gives H&P immediate scale in core Middle East markets in a way that would be challenging to replicate organically. Furthermore, as there is very little geographic overlap, we view this transaction more than just acquiring assets, but rather acquiring operations with quality people."

"As a combined company, we will maintain our shared customer-centric approach and safety focus. We look forward to welcoming KCA Deutag's talented employees to the H&P family and working together to provide exceptional performance and value to customers across our global markets, now on a much larger scale."

Compelling strategic and financial benefits:

• KCA Deutag's global operations accelerates H&P's international growth strategy, significantly increasing Middle East presence: this acquisition provides H&P with immediate and significant exposure to KCA Deutag's land operations in key markets in the Middle East, which generated a large majority ~70% of KCA Deutag's calendar year 2023 EBITDA.
• Enhances scale and diversification: the combined organisation will have a robust geographic and operational mix across the U.S. and international crude oil and natural gas markets and diversified geographical exposure. The transaction adds a complementary asset-light offshore management contract business, primarily comprising 29 offshore platform rigs under KCA Deutag management, and KCA Deutag's manufacturing and engineering business (Kenera) with three facilities serving the oilfield service industry.

Transaction details:

• Under the terms of the agreement, H&P will acquire KCA Deutag International Limited for $1.9725 billion in cash. The transaction is expected to close prior to calendar 2024 year-end, subject to customary closing conditions and regulatory approvals. The $1.9725bn cash consideration will be used to repay KCA Deutag's Group debt instruments and provide value realisation for its existing investors.

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