Past year: ▲ 38%(1.56 – 5.94 USD)
Each one in plain English, with the numbers worked through for a shareholder.
5 Jan 2015business combination▲ GoodMajor
On January 5, 2015 TGC and Dawson announced that the definitive proxy materials were filed and mailing had started. The filing says the S-4 was declared effective on December 31, 2014, and that both companies' special meetings are on February 9, 2015 for holders of record at the close of business on December 29, 2014. This clears the S-4 effectiveness condition and sets the dates for the remaining shareholder votes.
30 Dec 2014business combination● Neutral
On December 30, 2014 TGC filed Amendment No. 2 to its merger registration statement, keeping the same terms (1.760 TGC shares per Dawson share after the 1-for-3 reverse split; about 66% Dawson holders / 34% TGC holders). Unlike earlier drafts, it now sets both companies' special shareholder meetings for February 9, 2015 and says the proxy was first mailed around December 31, 2014. TGC insiders and affiliates are committed to vote about 28.84% of TGC shares (27.60% of those outstanding as of December 29, 2014).
16 Dec 2014business combination● Neutral
On December 16, 2014 TGC filed Amendment No. 1 to its merger registration statement, with the same terms: 1.760 TGC shares per Dawson share after the 1-for-3 reverse split, and about 66% / 34% ownership for Dawson / TGC holders. Updated figures show TGC insiders and affiliates committed to vote about 28.84% of TGC shares (27.60% of those outstanding as of December 15, 2014). Meeting dates were still blank and the registration was not yet declared effective.
17 Nov 2014business combination▲ Good
On November 17, 2014 TGC and Dawson announced that the US antitrust (Hart-Scott-Rodino) waiting period ended early, so that closing condition is met. The merger still needs an effective S-4, Dawson shareholder approval, and TGC shareholder approval of the share issuance, reverse split and name change.
6 Nov 2014business combination● NeutralMajor
On November 6, 2014 TGC filed the registration statement (Form S-4) with the joint proxy statement/prospectus for the Dawson merger, registering up to 14,418,554 TGC shares. The filing says Dawson holders would own about 66% of the combined company and TGC holders about 34%, and TGC holders keep their shares but at one-third the number after the reverse split. Shareholder meeting dates were still blank, and the registration was not yet effective.
9 Oct 2014business combination● NeutralMajor
On October 8, 2014, TGC Industries signed a new merger agreement with Dawson Geophysical, in which TGC's subsidiary Riptide Acquisition Corp. merges into Dawson, leaving Dawson as a wholly owned TGC subsidiary. Dawson holders get 1.760 TGC shares per Dawson share after a 1-for-3 reverse split of TGC stock (about 22,001,125 shares down to about 7,333,708), and TGC will be renamed Dawson Geophysical Company. This replaces the 2011 deal (0.188 ratio) whose outcome was left open in the record; the filing does not say what happened to it, though a fresh agreement implies the earlier one did not close (inference). Closing needs approval by 66.67% of Dawson shares, 66.67% of TGC shares for the split and name change, and a majority of TGC votes cast for the share issuance, plus HSR clearance, an effective S-4 and other conditions. TGC insiders holding 28.89% have agreed to vote in favour. A $2.0 million termination fee applies in certain takeover-proposal cases, and expense reimbursement is capped at $1.5 million.
19 Sept 2014debt financing● Neutral
On September 16, 2014 the company renewed its Sovereign Bank credit line to September 16, 2015, on unchanged 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. The amendment is labelled the eighth to the loan agreement.
20 Sept 2013debt financing● Neutral
On September 16, 2013 the company renewed its Sovereign Bank credit line to September 16, 2014, on unchanged 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.
20 Sept 2012debt financing● Neutral
On September 16, 2012 the company renewed its Sovereign Bank credit line for another year, to September 16, 2013, with the same $5,000,000 / 80% of receivables limit, interest at the greater of prime or 5%, and receivables as collateral. Nothing has been drawn. The filing is a routine renewal. It does not mention the Dawson merger, so its outcome is not shown here (the company is still filing as TGC Industries).
24 Oct 2011business combination▼ BadMajor
On October 24, 2011 the companies said Dawson's average share price over the first 8 of the 10 trading days was $27.23, below the $32.54 lower bound in the merger agreement, and the 10-day average on October 25 was unlikely to be in range. They have exchanged letters suggesting changes to terms including the exchange ratio, none agreed, and are to negotiate on October 26-27, 2011. If no agreement is reached, either party may terminate on or after October 27, 2011. This puts the previously agreed 0.188 ratio and the deal itself in doubt. Both boards still recommend voting for the deal.
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.
6 Sept 2011business combination▲ GoodMajor
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.
24 Aug 2011business combination● NeutralMajor
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.
2 June 2011business combination▼ BadMajor
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.
21 Mar 2011business combination● NeutralMajor
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.
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.
22 Sept 2009material agreement● Neutral
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.
19 Sept 2008material agreement● Neutral
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.
17 Sept 2008material agreement● Neutral
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.
8 Aug 2008material agreement● Neutral
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.
20 May 2008material agreement● Neutral
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.
5 Nov 2007listing compliance notice▲ GoodMajor
Nasdaq certified DAWSON GEOPHYSICAL CO's securities for listing, clearing them to begin trading.
5 Nov 2007listing compliance notice▼ BadMajor
DAWSON GEOPHYSICAL CO's securities were notified for removal from listing and registration on its exchange.
31 Oct 2007listing compliance notice● Neutral
The company's board decided to move its common stock listing from the American Stock Exchange to the NASDAQ Global Select Market, effective November 6, 2007, keeping the symbol TGE. The company says it expects better visibility and liquidity; this is a voluntary move, not a compliance problem.
28 Sept 2007material agreement● Neutral
The Sovereign Bank credit line was renewed to September 16, 2008, allowing borrowing up to the lesser of $5,000,000 or 80% of eligible receivables, at prime, secured by receivables. Covenants include debt service coverage above 2.0 to 1.0 and debt to worth at most 1.25 to 1.0. Nothing has been drawn so far; the limit is up from $3,500,000 in the 2005 amendment.
10 May 2007material agreement● Neutral
CEO Wayne Whitener's employment contract was extended from July 31, 2009 to July 31, 2010, with base salary of $225,000 through July 31, 2008 and $250,000 after. His bonus cap rises from $175,000 to the amount of his base salary for that year. This amends the 2005 contract (the 2009 date implies an earlier extension not in this record).
7 Dec 2005debt financing● NeutralMajor
The company borrowed $3,791,338 from General Electric Capital at a fixed 7.78% to finance ARAM ARIES recording equipment and training, repayable in 36 monthly principal payments of $105,315. The equipment joins the October 22, 2004 master security agreement, and a new cross-default agreement means a default on any GE Capital debt is a default on all of it.
22 Nov 2005material agreement● NeutralMajor
Subsidiary Tidelands Geophysical agreed on November 17, 2005 to pay $4,119,654 to Texas Seismic Rentals for more ARAM ARIES recording equipment and training. This is a second such purchase after the October 17 agreement for $4,088,126.
10 Nov 2005material agreement● NeutralMajor
Subsidiary Tidelands Geophysical agreed on October 17, 2005 to pay $4,088,126 to Texas Seismic Rentals for a new ARAM ARIES seismic recording system, related equipment and training. This continues the company's recording-equipment purchases from earlier in 2005.
