Helmerich & Payne, Inc. Announces Private Offering of $500 Million of Senior Notes and Conditional Redemption of 4.65% Senior Notes due 2025

Helmerich & Payne, Inc. (NYSE:HP) (“H&P” or the “Company”) announced today that it has commenced a private offering (the “Offering”) of $500 million aggregate principal amount of senior notes due 2031 (the “Notes”) to persons reasonably believed to be qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act. The timing of pricing and terms of the Notes are subject to market conditions and other factors.

The Company intends to use the net proceeds from the Offering, plus cash on hand, to redeem and retire all of the Company’s outstanding 4.65% Senior Notes due 2025 (the “2025 Notes”). As of the date of this press release, $487.1 million aggregate principal amount of the 2025 Notes are outstanding. The Offering is not conditioned on the redemption of the 2025 Notes.

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 the United States or to, or for the benefit of, U.S. persons absent registration under, or an applicable exemption from, the registration requirements of the Securities Act and any applicable state or foreign securities laws.

This press release 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 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 Company also announced today that it has delivered a conditional notice of optional full redemption (the “Redemption Notice”) calling for redemption on October 27, 2021 (the “Redemption Date”) of all of the outstanding 2025 Notes at a redemption price calculated in accordance with the indenture governing the 2025 Notes, plus accrued and unpaid interest to, but excluding, the Redemption Date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). The Company’s obligation to redeem the 2025 Notes is conditioned upon the prior consummation of the issuance of the Notes on or prior to the Redemption Date. Wells Fargo Bank, National Association is the trustee for the 2025 Notes and is serving as the paying agent for the redemption.