Each one in plain English, with the numbers worked through for a shareholder.
22 Sept 2011debt financing● Neutral
On September 16, 2011 the company renewed its Sovereign Bank credit line for another year, to September 16, 2012, on the same terms: the lesser of $5,000,000 or 80% of eligible receivables, interest at the greater of prime or 5%, secured by receivables. Nothing has been drawn. This continues the yearly renewals seen since 2009.
On September 6, 2011 the two companies announced that the Department of Justice closed its investigation without taking action and granted early termination of the antitrust waiting period. This resolves the second request raised in May 2011, and the antitrust condition to the Dawson merger is satisfied. The deal still needs approval by both companies' shareholders and other closing conditions.
On August 23, 2011 the company and Dawson amended the merger agreement, moving the termination date from August 31, 2011 to the business day after the later of the two shareholder meetings, provided the last meeting is no later than October 28, 2011. The amendment requires the joint proxy statement to be mailed within three business days of S-4 effectiveness and the meetings held on the 21st business day after mailing, and either side may terminate if mailing has not happened by September 28, 2011. The exchange ratio stays at 0.188 Dawson shares per share, and a record date of August 29, 2011 was set for both meetings. This puts a timetable on the pending merger and adds a deadline after which either side can walk away.
On May 26, 2011 the U.S. Department of Justice Antitrust Division sent the company a second request for information on the proposed Dawson merger. This extends the antitrust waiting period until 30 days after the company substantially complies, so the merger cannot close until then unless the Division ends the review sooner; the filing gives no outcome.
On March 20, 2011 the company agreed to be acquired by Dawson Geophysical: each share would convert into 0.188 Dawson shares if Dawson's average price is between $32.54 and $52.54, and the company would become a Dawson subsidiary. Closing needs approval by at least 80% of the company's shares, a Dawson shareholder vote, a registration statement, antitrust clearance and other conditions; officers and directors holding 28.73% have agreed to vote in favor, and Whitener and McInnes are to join Dawson's board. Termination fees of $2.35 million or $3.125 million may apply in some cases.
OF PERSON THOMSON HORSTMANN & BRYANT, INC reported a DAWSON GEOPHYSICAL CO shareholding of 1,719,000 shares (8.03% of votes) in a periodic institutional filing.
19 Oct 2009asset acquisition disposition▲ GoodMajor
On October 16, 2009 the company bought the stock of Eagle Geophysical Canada (Calgary-based seismic services) from bankrupt Eagle Geophysical entities for $10.3 million, with court approval; Eagle Canada had 2008 revenues of $26.5 million. This gives the company a Canadian operation for the first time in this record.
The Sovereign Bank credit line was renewed again on September 16, 2009, to September 16, 2010, with the same $5,000,000 / 80% of receivables limit and covenants. The interest rate is now the greater of prime or 5%, a new floor compared with plain prime before. Nothing has been drawn.
22 Oct 2008material agreement termination● Neutral
On October 20, 2008 the company signed new indemnification agreements with all six directors and with Vice Presidents Daniel Winn and James Brata, replacing the earlier agreements (2005 for most, May 2008 for Hurtt). This is housekeeping on protections for directors and officers; the filing does not say why they were replaced.
The Sovereign Bank credit line was renewed on September 16, 2008, to September 16, 2009, on the same terms as the prior year: up to the lesser of $5,000,000 or 80% of eligible receivables, at prime, secured by receivables, with the same covenants. Nothing has been drawn.
CEO Wayne Whitener signed an amended and restated employment contract on September 11, 2008, replacing his earlier contract. The term still ends July 31, 2010 and base salary is $250,000; this is consistent with the salary step-up set in the May 2007 amendment, though the filing does not give other changes.
The company signed a five-year lease with J. C. Ray Incorporated for property in Denison, Texas (about 25,000 sq ft of buildings plus a 60,500 sq ft storage yard), running November 1, 2008 to October 31, 2013 at $14,886.36 a month. It will be used for equipment storage and administrative office space.
On May 14, 2008 the company signed its standard indemnification agreement with director Stephanie Hurtt, who joined the board in 2007. It covers legal costs and judgments arising from her service as a director.