ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Notes and Indenture
On
The Notes will mature on
The Notes have not been registered under the Securities Act or any state or
foreign securities laws and may not be offered or sold in
This Current Report on Form 8-K does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering of the Notes is being made solely pursuant to a private offering circular and only to such persons and in such jurisdictions as are permitted under applicable law.
The Notes were issued pursuant to an Indenture, dated as of
The Company may redeem the Notes at its option, in whole or in part, at any time
or from time to time prior to
The Company may redeem the Notes at its option, in whole or in part, at any time
or from time to time on or after
The Indenture contains certain covenants that, among other things, limit the ability of the Company and its subsidiaries to incur certain liens; engage in sale and lease-back transactions; and consolidate, merge or transfer all or substantially all of the assets of the Company. These covenants are subject to a number of important exceptions, limitations and qualifications. The Indenture also contains customary events of default with respect to the Notes, including: (i) default in payment of any principal of or premium, if any, on any Notes when due; (ii) default in payment of any interest on any Notes when due, continued for 30 days; (iii) failure by the Company to comply with its obligations under the Indenture, in certain cases subject to notice and grace periods; and (iv) certain events of bankruptcy, insolvency or reorganization of the Company. If an event of default under the Indenture (other than an event of default described in clause (iv) above) occurs and is continuing, either the Trustee or the holders of at least 25% in principal amount of the outstanding Notes may declare the principal amount of the Notes to be due and payable immediately. If an event of default described in clause (iv) above occurs, the principal amount of the Notes will be automatically due and payable immediately.
The foregoing description of the Notes and the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Base Indenture and the Supplemental Indenture (including the form of the Notes attached thereto), copies of which are filed as Exhibit 4.1 and Exhibit 4.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Registration Rights Agreement
In connection with the issuance of the Notes, the Company also entered into a
registration rights agreement, dated
If, among other events, the Registered Exchange Offer is not completed by the 300th day after the date of the Registration Rights Agreement, then special additional interest will accrue in an amount equal to 0.25% per annum of the principal amount of the Notes, from and including the date on which such default shall occur to but excluding the date on which such default is cured.
The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of . . .
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 in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.
ITEM 7.01 REGULATION FD DISCLOSURE.
On
This information is being furnished pursuant to Item 7.01 of Form 8-K and 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 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 4.1 Indenture, datedDecember 20, 2018 , betweenHelmerich & Payne, Inc. andWells Fargo Bank, National Association , as trustee (incorporated herein by reference to Exhibit 4.1 of the Company's Form 8-K filed onDecember 20, 2018 , SEC File No. 001-04221). 4.2 Second Supplemental Indenture, datedSeptember 29, 2021 , to the Indenture, datedDecember 20, 2018 , betweenHelmerich & Payne, Inc. andWells Fargo Bank, National Association , as trustee (including the form of 2.900% Senior Note due 2031). 4.3 Registration Rights Agreement, datedSeptember 29, 2021 , amongHelmerich & Payne, Inc. and the initial purchasers named therein. 99.1 Press Release datedSeptember 29, 2021 , issued by the Company. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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