Cautionary Statement Regarding Forward-Looking Statements
This communication contains forward-looking statements which are protected as forward-looking statements under the Private Securities
Litigation Reform Act of 1995 that are not limited to historical facts, but reflect Patterson-UTIs and NexTiers current beliefs, expectations or intentions regarding future events. Words such as
anticipate, believe, budgeted, continue, could, estimate, expect, intend, may, plan, predict, potential,
project, pursue, should, strategy, target, or will, and similar expressions are intended to identify such forward-looking statements. The statements in this communication that
are not historical statements, including statements regarding Patterson-UTs and NexTiers future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or
performance that are not historical facts, are forward-looking statements within the meaning of the federal securities laws. These statements are subject to numerous risks and uncertainties, many of which are beyond
Patterson-UTIs and NexTiers control, which could cause actual results to differ materially from the results expressed or implied by the statements. The statements include, without limitation,
projections as to the anticipated benefits of the proposed transaction, the impact of the proposed transaction on Patterson-UTIs and NexTiers business and future financial and operating results,
the amount and timing of synergies from the proposed transaction, the combined companys projected revenues, adjusted EBITDA and cash flow, accretion, business and employee opportunities, capital return policy, and the closing date for the
proposed transaction, are based on managements estimates, assumptions and projections, and are subject to significant uncertainties and other factors, many of which are beyond Patterson-UTIs and
NexTiers control. These factors and risks include, but are not limited to, adverse oil and natural gas industry conditions; global economic conditions, including inflationary pressures and risks of economic downturns or recessions in the
United States and elsewhere; volatility in customer spending and in oil and natural gas prices that could adversely affect demand for Patterson-UTIs and NexTiers services and their associated
effect on rates; excess availability of land drilling rigs, pressure pumping and directional drilling equipment, including as a result of reactivation, improvement or construction; competition and demand for
Patterson-UTIs and NexTiers services; the impact of the ongoing conflict in Ukraine; strength and financial resources of competitors; utilization, margins and planned capital expenditures;
liabilities from operational risks for which Patterson-UTI or NexTier do not have and receive full indemnification or insurance; operating hazards attendant to the oil and natural gas business; failure by
customers to pay or satisfy their contractual obligations (particularly with respect to fixed-term contracts); the ability to realize backlog; specialization of methods, equipment and services and new technologies, including the ability to develop
and obtain satisfactory returns from new technology; the ability to retain management and field personnel; loss of key customers; shortages, delays in delivery, and interruptions in supply, of equipment and materials; cybersecurity events;
synergies, costs and financial and operating impacts of acquisitions; difficulty in building and deploying new equipment; governmental regulation; climate legislation, regulation and other related risks; environmental, social and governance
practices, including the perception thereof; environmental risks and ability to satisfy future environmental costs; technology-related disputes; legal proceedings and actions by governmental or other regulatory agencies; the ability to effectively
identify and enter new markets; public health crises, pandemics and epidemics; weather; operating costs; expansion and development trends of the oil and natural gas industry; ability to obtain insurance coverage on commercially reasonable terms;
financial flexibility; interest rate volatility; adverse credit and equity market conditions; availability of capital and the ability to repay indebtedness when due; our return of capital to stockholders; stock price volatility; and compliance with
covenants under Patterson-UTIs and NexTiers debt agreements; and other risk factors and additional information. In addition, material risks that could cause actual results to differ from
forward-looking statements include: the inherent uncertainty associated with financial or other projections; the prompt and effective integration of Patterson-UTIs and NexTiers businesses and the
ability to achieve the anticipated synergies and value-creation contemplated by the proposed transaction; the risk associated with Patterson-UTIs and NexTiers ability to obtain the approval of the
proposed transaction by their shareholders required to consummate the proposed transaction and the timing of the closing of the proposed transaction, including the risk that the conditions to the transaction are not satisfied on a timely basis or at
all and the failure of the transaction to close for any other reason; the risk that a consent or authorization that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated;
unanticipated difficulties or expenditures relating to the transaction, the response of business partners and retention as a result of the announcement and pendency of the transaction; and the diversion of management time on transaction-related
issues.
Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking
statements is contained from time to time in Patterson-UTIs or NexTiers SEC filings, both of which are available through the Securities and Exchange Commissions (the SEC)
Electronic Data Gathering and Analysis Retrieval System (EDGAR) at http://www.sec.gov, or with respect to Patterson-UTIs SEC filings, Patterson-UTIs website
at http://www.patenergy.com, or with respect to NexTiers SEC filings, NexTiers website at https://nextierofs.com. Patterson-UTI and NexTier undertake no obligation to publicly update or revise any
forward-looking statement.