23 Feb 2015listing compliance notice▼ BadMajor
DAWSON OPERATING CO terminated the registration of a class of securities, ending its reporting obligation for them.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
11 Feb 2015listing compliance notice● NeutralMajor
DAWSON OPERATING CO's exchange filed to remove a class of its securities from listing.
11 Feb 2015business combination● NeutralMajor
The TGC merger closed on February 11, 2015. Riptide Acquisition Corp. merged into the company (now renamed Dawson Operating Company), which survives as a wholly owned subsidiary of TGC (renamed Dawson Geophysical Company). Each old Dawson share converted into 1.760 shares of the new parent after a 1-for-3 reverse split, leaving old Dawson holders with about 66% of about 21.6 million shares; the old Dawson stock is being delisted from Nasdaq and the company intends to file Form 15 to stop its own SEC reporting. Jumper stays Chairman, President and CEO; Brata replaces Hagan as CFO of this subsidiary (Hagan becomes Chief Accounting Officer), and the fiscal year end changes from September 30 to December 31. This completes the pending merger; the filing does not mention the Speese lawsuit.
2 Feb 2015business combination● Neutral
Dawson said it would file its Form 10-Q for the quarter ended December 31, 2014 on or about February 6, 2015, but would not otherwise release results or hold an investor call, citing the pending TGC merger. The filing gives no financial figures. It is a routine disclosure about how results will be reported.
13 Jan 2015business combination▼ BadMajor
A shareholder, Andrew Speese, filed a purported class and derivative lawsuit on January 7, 2015 in federal court (Western District of Texas) against Dawson, its directors, TGC and Riptide Acquisition Corp. It alleges the directors breached their duties over the TGC merger and that the S-4 and prospectus contain misleading statements or omissions, and seeks to block the merger or, if it closes, damages. Dawson's board formed a Special Litigation Committee to review the derivative claims, and Dawson intends to seek dismissal of the class action claims. This is a new legal risk to the pending merger ahead of the February 9, 2015 votes.
5 Jan 2015business combination▲ GoodMajor
The TGC S-4 was declared effective on December 31, 2014 and definitive proxy materials were mailed, so that closing condition is now met. Dawson and TGC will each hold special shareholder meetings on February 9, 2015 to vote on the merger, with holders of record on December 29, 2014 entitled to vote; both boards recommend voting FOR. TGC's CEO says all remaining regulatory requirements have been cleared.
15 Dec 2014business combination● Neutral
Dawson postponed its 2015 annual shareholder meeting (normally held in January) because of the pending TGC merger, and said it will announce any rescheduled date later. It also said it filed its annual report on Form 10-K for the year ended September 30, 2014 on December 15, 2014; the filing gives no results from it.
3 Dec 2014business combination● Neutral
Dawson furnished the slides Jumper used at the December 3, 2014 Cowen conference, which include information on the pending TGC combination. The visible text is mostly legal disclaimers; the slide content itself is cut off, so no new merger terms or figures can be reported from it.
25 Nov 2014business combination● Neutral
Dawson announced that CEO Stephen Jumper will present at the Cowen and Company energy conference in New York on December 3, 2014, with a webcast. It carries no new information on the TGC merger beyond repeating that the S-4 was filed November 6, 2014 and has not yet been declared effective.
17 Nov 2014business combination▲ Good
The U.S. antitrust waiting period (Hart-Scott-Rodino) for the Dawson-TGC merger ended early, so that closing condition is met. TGC filed its S-4 registration statement with the SEC on November 6, 2014, but it must still be declared effective. Still required: Dawson shareholder approval of the merger and TGC shareholder approvals of the share issuance, name change and reverse split.
9 Oct 2014business combination● NeutralMajor
This filing gives the terms of the October 8, 2014 merger agreement: Dawson shares convert at 1.760 TGC shares each (after a one-for-three TGC reverse split), Dawson becomes a wholly owned TGC subsidiary and TGC takes the Dawson Geophysical name. Closing needs approval by 66.67% of Dawson's outstanding shares and similar TGC approvals, HSR clearance, an effective S-4 and other conditions; a $2.0 million termination fee (plus up to $1.5 million of expenses) applies in certain takeover-proposal cases. Combined board: five current Dawson directors (including Jumper) and three TGC directors; Jumper would be Chairman, President and CEO, Whitener Vice Chairman, and Hagan would become Chief Accounting Officer and Secretary. Dawson insiders holding 2.40% have agreed to vote in favour, and TGC insiders holding 28.89% of TGC have also agreed to vote in favour.
9 Oct 2014business combination● NeutralMajor
Dawson publicised the merger agreement signed October 8, 2014 with TGC Industries and its subsidiary Riptide Acquisition Corp., furnishing a transcript of an October 9 investor call. Dawson would become a wholly owned subsidiary of TGC; each Dawson share converts into 1.760 TGC shares (after a one-for-three TGC reverse split), and TGC would be renamed Dawson Geophysical. On the call, management said Dawson and TGC holders would own about 66% and 34% of the combined company, with closing expected in the first calendar quarter of 2015 subject to 66.67% shareholder approvals. This is a second TGC deal after the one TGC terminated in October 2011 with no shares issued.
10 Dec 2013material agreement● Neutral
On December 4, 2013 Dawson signed a new term note with Western National Bank (dated December 2, 2013) to borrow up to $10.0 million for equipment, at a fixed 3.16% rate, with everything due December 2, 2016. It borrowed the full $10.0 million on December 5, 2013 to buy recording equipment, secured by receivables, equipment and related collateral. This adds to the existing Western National Bank term loans and revolving line, which had nothing outstanding as of June 2013.
20 Sept 2013production update▼ BadMajor
Dawson said its crew use fell sharply in the quarter ending September 30, 2013: it ran the equivalent of eight data acquisition crews, down from thirteen in the prior quarter, which will hurt results versus both the June 2013 quarter and the September 2012 quarter. The filing attributes this to projects not being ready (agricultural operations), early project completions in the prior quarter, and a slowdown in requests for proposals. It expects 10-12 U.S. crews in the quarter ending December 31, 2013, and says its order book supports thirteen U.S. crews and one Canadian crew in early calendar 2014, subject to client cancellations or delays.
26 June 2013debt financing● Neutral
On June 20, 2013 the company renewed its $20.0 million revolving credit line with Western National Bank, as of June 1, 2013, now maturing June 2, 2015 (previously June 2, 2013). Nothing was outstanding, the company was in covenant compliance, and interest terms (30-day LIBOR+2.25% or Prime-0.75%, 4% floor) are unchanged. Existing term loans were confirmed unchanged and brought under the new agreement. This continues the June 2011 renewal.
19 Dec 2012auditor change● Neutral
On December 13, 2012 the audit committee dismissed KPMG LLP as auditor and engaged Ernst & Young LLP for the year ending September 30, 2013. The filing says KPMG's reports for fiscal 2011 and 2012 had no adverse opinions and there were no disagreements or reportable events with KPMG. The filing gives no reason for the change.
28 Oct 2011business combination▼ BadMajor
The TGC merger is off: TGC terminated the merger agreement after the parties could not agree on an adjusted exchange ratio. The 10-day average Dawson share price on October 25, 2011 fell outside the $32.54-$52.54 range that fixed the 0.188 ratio. Dawson's shareholders had approved the share issuance on October 27 (6,085,725 for, 29,971 against, 4,501 abstain), but that approval is moot with the deal terminated. This ends the thread running since March 2011; no new shares go to TGC holders, and existing Dawson shares are unchanged.
28 Oct 2011listing compliance notice▼ Bad
DAWSON OPERATING CO withdrew a registration statement, abandoning the offering it covered.
24 Oct 2011business combination▼ BadMajor
On October 24, 2011 Dawson and TGC said the S-4 was declared effective on September 23, 2011 and proxy materials were mailed around September 27. They also said they had exchanged letters suggesting changes to merger terms, including the exchange ratio, and would negotiate on October 26 and 27 on a possible adjustment. If no agreement is reached, either side may terminate on or after October 27. This puts the deal at risk after the antitrust clearance. The filing does not say why the ratio is in question.
20 Sept 2011business combination● Neutral
The company filed Amendment No. 4 to its S-4 for the TGC merger. The terms are unchanged (0.188 Dawson shares per TGC share, about 68%/32% split), the meetings are now expected in October 2011 with exact dates blank, and the officer and director voting commitment is now stated as about 3.5% of Dawson shares rather than 3.8%.
6 Sept 2011business combination▲ GoodMajor
On September 6, 2011 Dawson and TGC announced that the Justice Department closed its antitrust investigation without taking action and granted early termination of the waiting period. The antitrust (HSR) condition for the TGC acquisition is now satisfied, resolving the open DOJ review thread. Other conditions, including the S-4 becoming effective and both shareholder votes, remained outstanding.
29 Aug 2011business combination● Neutral
The company filed Amendment No. 3 to its S-4 for the TGC merger. Terms are unchanged (0.188 Dawson shares per TGC share, about 68%/32% ownership split) and the meeting dates are still blank. The share of Dawson stock held by officers and directors who agreed to vote for the deal is still stated as about 3.8%, and the S-4 is still not declared effective.
24 Aug 2011business combination● NeutralMajor
On August 23, 2011 Dawson and TGC amended their merger agreement: the deadline moves from August 31, 2011 to the business day after the later shareholder meeting, provided that meeting is no later than October 28, 2011. Proxy materials must be mailed within three business days of the S-4 becoming effective, with meetings on the 21st business day after mailing; if mailing has not happened by September 28, 2011, either company may terminate without a vote. The record date for both meetings is August 29, 2011, and the Dawson meeting will be in Dallas. This sets a timetable but adds a termination risk; the filing does not say whether the DOJ review is resolved.
8 Aug 2011business combination● Neutral
The company filed Amendment No. 2 to its S-4 for the TGC merger. The terms shown are unchanged (0.188 Dawson shares per TGC share, about 68%/32% ownership split), the meeting dates are still blank, and the S-4 is still not declared effective.
20 July 2011business combination● Neutral
The company filed Amendment No. 1 to its S-4 for the TGC merger. The deal terms are unchanged (0.188 Dawson shares per TGC share, about 68%/32% ownership split after closing) and the shareholder meeting dates are still blank. It is a further step in the merger process, not a new development.
7 July 2011debt financing● NeutralMajor
On June 30, 2011 the company added a term loan to its Western National Bank facility and borrowed the full $16,426,680.06 to buy 14,850 OYO GSR single-channel units it had been leasing; these are in use on two data acquisition crews. The loan is due June 30, 2014, secured by receivables, equipment and related collateral, and nothing was drawn on the $20.0 million revolver. This is the first debt actually drawn in the company's recent facility history and follows the earlier lease with a purchase option.
23 June 2011debt financing● Neutral
The company renewed its $20.0 million revolving credit line with Western National Bank (the one that was due to mature June 2, 2011), now running to June 2, 2013. The borrowing limit is unchanged and nothing was owed as of June 21, 2011; interest is Prime minus 0.75% for June, then 30-day LIBOR plus 2.25% or Prime minus 0.75%, with a 4% floor. This resolves the open question about the expiring facility.
10 June 2011business combination● NeutralMajor
The company filed its Form S-4 on June 10, 2011 to register up to 3,753,685 Dawson shares for TGC holders in the merger, a step the March merger agreement called for. After the merger, current Dawson shareholders would own about 68% and TGC shareholders about 32%. Both sets of shareholders still have to vote at special meetings, and the document is a preliminary draft with the meeting dates left blank.
2 June 2011business combination▼ BadMajor
On May 26, 2011 the U.S. Justice Department's Antitrust Division sent the company a 'second request' for more information on the pending TGC acquisition. This extends the antitrust waiting period until 30 days after the company has substantially complied, so the merger's timing is pushed back (an inference). The company says it is cooperating.
21 Mar 2011business combination● NeutralMajor
On March 20, 2011 the company agreed to acquire TGC Industries by merging a subsidiary into it, with TGC shareholders receiving 0.188 Dawson shares per TGC share (if Dawson's average price is between $32.54 and $52.54). It needs approval from both sets of shareholders (a majority of Dawson shares voting, 80% of TGC), antitrust clearance and other conditions. Two TGC directors, Wayne A. Whitener and Allen T. McInnes, are to join Dawson's board, and break fees of $2.35 million or $3.125 million apply in certain cases. Existing Dawson shareholders keep their shares, though new shares will be issued to TGC holders. The filing also covers new director and officer indemnification agreements.