7 Jan 2009listing compliance notice▼ BadMajor
GREY WOLF INC 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.
24 Dec 2008listing compliance notice● NeutralMajor
GREY WOLF INC's exchange filed to remove a class of its securities from listing.
3 Dec 2008business combination● NeutralMajor
On December 2, 2008 Grey Wolf and Precision amended the merger agreement to clarify that cash that would have gone to convertible noteholders who do not convert before the merger will be kept by Precision toward repurchasing those notes if holders require it after the merger. The amendment also ensures common shareholders receive in aggregate $5.00 in cash and 0.1883 of a Precision unit per share on a fully diluted basis. The shareholder meeting was postponed from December 9 to December 23, 2008, and the parties expect the merger to close on December 23, 2008, promptly after the meeting. The merger has not yet been approved or completed.
29 Oct 2008business combination● NeutralMajor
Grey Wolf filed its definitive proxy statement/prospectus for the Precision merger, with a special shareholder meeting set for December 9, 2008 (record date October 27, 2008). The board unanimously recommends approval, which needs a majority of outstanding shares. Terms are unchanged from the August agreement: $9.02 in cash or 0.4225 Precision units per share, subject to proration, or $5.00 in cash and 0.1883 of a unit at the maximum amounts. Precision units closed at $8.90 on the NYSE on October 27, 2008, a figure stated in the filing.
27 Aug 2008business combination● NeutralMajor
Grey Wolf signed a merger agreement on August 24, 2008 with Precision Drilling Trust, the party whose unsolicited offers the board had earlier rejected, under which Grey Wolf merges into Precision Lobos Corporation. Shareholders can elect $9.02 in cash or 0.4225 Precision units per share, subject to proration, which works out to $5.00 in cash and 0.1883 of a unit per share at the maximum amounts (about US$1.12 billion cash and 42.0 million units). Grey Wolf holders would own about 25% of the combined company. The deal needs Grey Wolf shareholder approval, regulatory approvals, an effective registration statement and listing approval; financing is not a condition, and Deutsche Bank, RBC, HSBC and TD have committed to fund the cash portion. Grey Wolf could owe Precision a termination fee of up to $64.0 million in certain circumstances. Directors and executive officers agreed to vote their shares in favour. The rights plan was amended (Amendment No. 2) so Precision does not trigger it, and it still expires September 18, 2008. This replaces the terminated Basic deal.
15 July 2008material agreement termination▼ BadMajor
Grey Wolf shareholders did not approve the Basic merger at the July 15, 2008 meeting, so the two companies mutually terminated the merger agreement. Grey Wolf paid Basic a $5 million termination fee, and a further $25 million could be owed if Grey Wolf agrees to a sale to anyone else within 365 days and completes it. Grey Wolf expects about $17 million of shared merger costs. The board said it will again review alternatives for enhancing shareholder value, which leaves the Precision Drilling Trust offers as an open question.
2 July 2008business combination● Neutral
Grey Wolf updated the planned financing for the Basic merger: Holdings expects new senior secured credit facilities, a $325m Term A Loan and a $325m revolver, led by UBS AG and Wells Fargo, due July 2013. The rest of the cash is expected from a previously announced $275.0m senior unsecured notes placement. It also filed updated pro forma financial information (contents not shown). This replaces the earlier commitment-letter amounts of up to $600.0m term loan and $325.0m revolver.
27 June 2008business combination● NeutralMajor
Precision Drilling Trust raised its unsolicited offer a third time, on June 24, 2008, to US$10.00 per share in cash and trust units (cash capped at 50%). Grey Wolf's board again determined it is not, and not reasonably likely to result in, a Superior Proposal, and responded to Precision on June 27, 2008. The board is staying with the Basic merger.
19 June 2008business combination● Neutral
Grey Wolf corrected the proxy statement: the number of shares entitled to vote at the merger meeting is 178,856,997, not 198,166,463, because 19,309,466 treasury shares had been wrongly counted. This is a correction only and does not change the merger terms.
17 June 2008business combination● NeutralMajor
Precision Drilling Trust made a second unsolicited offer for Grey Wolf on June 14, 2008, at $9.30 per share in cash and trust units (cash capped at 40%). Grey Wolf's board concluded it is not reasonably likely to result in a Superior Proposal and still prefers the Basic merger. It complicates the Basic deal by introducing a rival bidder; the filing refers to an earlier first proposal.
10 June 2008business combination● NeutralMajor
Grey Wolf and Basic filed the final joint proxy statement for the merger, with both shareholder meetings set for July 15, 2008 (record date June 6, 2008). The boards of both recommend voting for it. Former Grey Wolf holders would own about 53% of the combined company and former Basic holders about 47%, based on shares outstanding April 18, 2008. Holdings would be renamed Grey Wolf, Inc. and expected to list on the NYSE as GW.
22 Apr 2008business combination● NeutralMajor
Grey Wolf signed a merger agreement on April 20, 2008 with Basic Energy Services to combine in a new company, Horsepower Holdings. Each Grey Wolf share would convert into 0.2500 Holdings share plus $1.82 in cash. This resolves the open question about a merger partner in a new way (the earlier New Patriot Drilling deal is not mentioned). Closing needs shareholder and regulatory approvals and financing; Goldman Sachs Credit Partners and UBS lenders committed up to $600.0m of term loan and $325.0m of revolver. A termination fee of up to $30.0m may be payable in certain cases. Grey Wolf's rights plan was amended so the deal does not trigger it. Four executives, including CEO Richards, got amended employment agreements making the merger a Change of Control.
21 Feb 2006material agreement● Neutral
Grey Wolf disclosed 2006 executive and director pay: CEO Thomas Richards's salary rises to $575,000 after a $525,000 bonus for 2005, with 160,800 options at $7.34 and 53,600 restricted shares. Robert Proffit was promoted to Senior VP Human Resources. A new one-time retention plan grants restricted stock, e.g. 196,078 shares to Richards and 107,843 to CFO David Wehlmann, vesting 20%/30%/50% over three years and fully on a change of control. The filing says the plan responds to the competitive market for employees in the industry.
14 Sept 2005security holder rights change▲ GoodMajor
On September 13, 2005 Grey Wolf and its CIT lenders amended the credit facility to allow share buybacks, dividends and prepayments of its 3.75% convertible notes due 2023 and floating rate convertible notes due 2024. Total such payments are capped at $150.0 million and require no default, at least $35.0 million of availability afterwards, and three business days' notice. This loosens earlier limits; the filing does not say any buyback, dividend or prepayment is planned.
8 Mar 2005material agreement● Neutral
Grey Wolf completed its 2005 pay disclosure: CEO Thomas Richards gets a $500,000 salary, a $275,000 bonus, 199,800 options at $5.60 and 66,600 restricted shares. Robert Proffit became VP Human Resources on March 2, 2005, replacing Gary Lee, who retires March 31, 2005. The filing also corrects the earlier February report: executives keep their grants on retirement (at 65 or later) if they sign a non-compete, and restricted stock vests in four annual installments from 2007, not five from 2006.
22 Feb 2005material agreement● Neutral
Grey Wolf reported 2005 salaries, 2004 cash bonuses and 2005 stock option and restricted stock grants for its executive officers (excluding the CEO, whose pay was not yet set), plus director fees. For example, the CFO David Wehlmann gets a $275,000 salary, received a $118,500 bonus for 2004, and was granted 43,300 options at $5.60 and 14,400 restricted shares. Routine compensation disclosure.
6 Jan 2005material agreement▲ GoodMajor
Grey Wolf's drilling subsidiary amended its CIT credit facility on December 31, 2004, raising the maximum borrowing from $75.0 million to $100.0 million and extending the term from January 2006 to December 31, 2008. Nothing is currently borrowed, though $18.8 million of letters of credit are outstanding. Substantially all assets are pledged as collateral and Grey Wolf, Inc. guarantees the debt.
9 Mar 2004business combination● NeutralMajor
Grey Wolf announced it signed a merger agreement to acquire New Patriot Drilling Corp. The filing only attaches the March 8, 2004 press release and gives no price, terms or closing conditions, so the deal's size and effect on shareholders are not stated here.