Past year: ▲ 38%(1.56 – 5.94 USD)
Each one in plain English, with the numbers worked through for a shareholder.
21 Dec 2021substantial holder notice● Neutral
Arena Investors, LP, Arena Investors GP, LLC, Arena Finance Markets, LP, Arena Finance Markets GP, LLC, Arena Special Opportunities Fund LP, Arena Special Opportunities Partners I, LP, Arena Special Opportunities Partners II, LP disclosed a new substantial DAWSON GEOPHYSICAL CO shareholding (5.20% of votes).
17 Dec 2021material agreement● Neutral
On December 14, 2021 Dawson, Wilks Brothers and WB Acquisitions amended the merger agreement so that, if tendered plus Wilks-owned shares are between 65% and 80% at the first expiry, the offer is extended once by 10 business days and then once by 14 business days (previously two 10-business-day extensions). The price and other terms are unchanged. This lengthens the time Wilks has to reach the 80% minimum.
23 Nov 2021business combination● NeutralMajor
Dawson filed a preliminary proxy statement for the special shareholder meeting on the Wilks merger, the step the earlier filings said would follow the tender offer. Shareholders would receive $2.34 in cash per share (unless they use appraisal rights), the board unanimously recommends voting for it, and approval needs at least 80% of outstanding shares. The meeting date and other details are still blank, and the merger has not closed. The visible text is truncated, so further contents are not captured here.
23 Nov 2021business combination▼ Bad
Dawson updated its tender-offer response to say nine shareholder lawsuits have been filed since November 1, 2021 (Nov 3 to Nov 18, in federal courts in New York, Colorado and Pennsylvania). They name the company and its directors (one also names Wilks and its subsidiary), allege the offer filing left out material information, and seek to block the deal or, failing that, rescission or damages plus fees. The defendants say the claims lack merit and cannot predict the outcome; the deal terms are unchanged.
17 Nov 2021business combination● Neutral
Wilks' subsidiary amended its tender offer documents to clarify what happens if the 80% minimum is not reached after two 10-business-day extensions. The offer would expire unless Wilks and Dawson agree to buy the tendered shares anyway. In that case, additional offer materials would be sent and the offer extended at least five business days. The price stays at $2.34 per share and the filing fee is unchanged. The filing also says tendered shares can be withdrawn after December 31, 2021 if not yet accepted for payment.
16 Nov 2021quarterly activities report▼ Bad
DAWSON GEOPHYSICAL CO reported a quarterly net loss of $7.9 million for the period ended 2021-09-30.
16 Nov 2021business combination▼ Bad
Dawson amended its tender-offer response only to attach a November 16, 2021 letter from the CEO to shareholders. The letter again recommends tendering and says the board and its adviser Moelis & Company have reviewed strategic alternatives since September 2019. It says cash, restricted cash and short-term investments were about $36.5 million at November 12, 2021, and that cash burn accelerated in 2021 and activity in 2022 is expected to be weak. Management also says it expects cash to keep declining and sees no evidence of meaningful improvement in activity for some time. These are management's own views and expectations.
4 Nov 2021quarterly activities report▼ Bad
DAWSON GEOPHYSICAL CO reported a quarterly net loss of $7.9 million for the period ended 2021-09-30.
4 Nov 2021quarterly activities report▼ Bad
DAWSON GEOPHYSICAL CO reported a quarterly net loss of $7.9 million for the period ended 2021-09-30.
1 Nov 2021business combination● NeutralMajor
Dawson filed its formal response to the Wilks tender offer. It confirms the offer terms ($2.34 cash per share, 80% minimum condition, expiry November 30, 2021 unless extended) and states that the board recommends shareholders tender and approve the merger. As of October 25, 2021 there were 23,643,934 shares outstanding and 335,000 shares issuable on vesting of restricted stock units. If the merger completes, Dawson becomes a Wilks subsidiary and stops being publicly traded. Nothing has closed yet.
1 Nov 2021business combination● NeutralMajor
Wilks Brothers' subsidiary WB Acquisitions formally launched its $2.34-per-share cash tender offer for Dawson on November 1, 2021, the step the October 25 merger agreement said would follow. The offer expires at 11:59 p.m. New York time on November 30, 2021 unless extended. It needs enough tendered shares, together with Wilks-owned shares, to reach 80% of shares outstanding, and the offer ends at the first expiry if tendered plus Wilks-owned shares are below 65%. The filing values the deal at about $50.8 million, covering 21,362,337 shares not owned by Wilks plus 335,000 shares from restricted stock units. The deal has not closed.
25 Oct 2021substantial holder notice● Neutral
Dan Wilks, Staci Wilks, Wilks Brothers, LLC, Farris Wilks reported a DAWSON GEOPHYSICAL CO shareholding of 2,281,946 shares (9.66% of votes) in a periodic institutional filing.
25 Oct 2021business combination● NeutralMajor
On October 25, 2021 the company agreed to be acquired by Wilks Brothers, LLC through a subsidiary, which will launch a cash tender offer at $2.34 per share for all outstanding shares. The deal needs at least 80% of shares tendered (counting Wilks's own, though that condition can be waived by agreement), and a follow-on merger needs approval from 80% of shareholders at a special meeting; the company would then become a Wilks subsidiary. A $1,683,321 termination fee is payable if Dawson accepts a superior proposal, and the shareholder rights plan was amended so it does not block the deal. Shareholders would be bought out only if the deal completes; this filing does not say it has closed.
8 Oct 2021substantial holder notice● Neutral
DHARMA GROUP INVESMENT LLC disclosed a new substantial DAWSON GEOPHYSICAL CO shareholding (5.40% of votes).
1 Oct 2021director interest notice● Neutral
DAWSON GEOPHYSICAL CO director Ploeg Mark A Vander received 2,988 shares as part of the equity award.
1 Oct 2021director interest notice● Neutral
DAWSON GEOPHYSICAL CO director Craig W Cooper received 2,988 shares as part of the equity award.
1 Oct 2021director interest notice● Neutral
DAWSON GEOPHYSICAL CO director Michael L Klofas received 2,988 shares as part of the equity award.
1 Oct 2021debt financing● Neutral
On September 30, 2021 the Dominion Bank revolver (up to $15 million, undrawn) was extended one year to September 30, 2022. The minimum tangible net worth requirement was lowered from $75 million to $55 million.
1 Oct 2021director interest notice● Neutral
DAWSON GEOPHYSICAL CO director Ted R North received 2,988 shares as part of the equity award.
17 Aug 2021director interest notice● Neutral
DAWSON GEOPHYSICAL CO EVP, Chief Financial Officer James Kevin Brata acquired 25,000 shares at $1.98 under a company stock plan.
17 Aug 2021director interest notice● Neutral
DAWSON GEOPHYSICAL CO President/CEO Stephen C Jumper acquired 50,000 shares at $1.98 under a company stock plan.
17 Aug 2021director interest notice● Neutral
DAWSON GEOPHYSICAL CO EVP, Chief Operating Officer C Ray Tobias acquired 25,000 shares at $1.98 under a company stock plan.
13 Aug 2021quarterly activities report▼ Bad
DAWSON GEOPHYSICAL CO reported a quarterly net loss of $9.0 million for the period ended 2021-06-30.
12 Aug 2021quarterly activities report▼ Bad
DAWSON GEOPHYSICAL CO reported a quarterly net loss of $9.0 million for the period ended 2021-06-30.
2 July 2021director interest notice● Neutral
DAWSON GEOPHYSICAL CO director Ted R North received 2,830 shares as part of the equity award.
2 July 2021director interest notice● Neutral
DAWSON GEOPHYSICAL CO director Michael L Klofas received 2,830 shares as part of the equity award.
2 July 2021director interest notice● Neutral
DAWSON GEOPHYSICAL CO director Ploeg Mark A Vander received 2,830 shares as part of the equity award.
2 July 2021director interest notice● Neutral
DAWSON GEOPHYSICAL CO director Craig W Cooper received 2,830 shares as part of the equity award.
2 June 2021director interest notice● Neutral
DAWSON GEOPHYSICAL CO EVP, Chief Operating Officer C Ray Tobias had 4,620 shares withheld for taxes on vesting stock.
2 June 2021director interest notice● Neutral
DAWSON GEOPHYSICAL CO EVP, Chief Financial Officer James Kevin Brata had 4,620 shares withheld for taxes on vesting stock.
