Each one in plain English, with the numbers worked through for a shareholder.
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.
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.
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.
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.
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%.
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.
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.
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.