13 Feb 2009substantial holder notice● Neutral
Renaissance Technologies LLC, James H. Simons reported no remaining GREY WOLF INC shareholding in its periodic institutional filing.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
7 Jan 2009listing compliance notice▼ BadMajor
GREY WOLF INC terminated the registration of a class of securities, ending its reporting obligation for them.
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.
14 Feb 2008substantial holder notice● Neutral
Black River Asset Management LLC Tax ID #, Black River Commodity Fund Ltd. Tax ID #, Black River Commodity Equity Value Fund Ltd. Tax ID # reported a GREY WOLF INC shareholding of 9,350,000 shares (5.10% of votes) in a periodic institutional filing.
1 Feb 2008substantial holder notice● Neutral
Putnam, LLC. d/b/a/ Putnam Investments, Putnam Investment Management, LLC, The Putnam Advisory Company, LLC reported a GREY WOLF INC shareholding of 3,492,949 shares (1.90% of votes) in a periodic institutional filing.
22 Jan 2008substantial holder notice● Neutral
BARCLAYS GLOBAL INVESTORS, NA. and 1 other reported a GREY WOLF INC shareholding of 5,019,918 shares (2.74% of votes) in a periodic institutional filing.
14 Dec 2007substantial holder notice● Neutral
Black River Asset Management LLC Tax ID #, Black River Commodity Fund Ltd. Tax ID #, Black River Commodity Equity Value Fund Ltd. Tax ID # disclosed a new substantial GREY WOLF INC shareholding (5.10% of votes).
13 Feb 2007substantial holder notice● Neutral
Marsh & McLennan Companies, Inc, Putnam, LLC. d/b/a/ Putnam Investments, Putnam Investment Management, LLC disclosed a new substantial GREY WOLF INC shareholding (5.70% of votes).
23 Jan 2007substantial holder notice● Neutral
BARCLAYS GLOBAL INVESTORS, NA. and 1 other disclosed a new substantial GREY WOLF INC shareholding (7.37% of votes).
21 Feb 2006director interest notice● Neutral
GREY WOLF INC Chairman, President & CEO Thomas P Richards received 249,678 shares and a 160,800-share option grant as part of the equity award.
21 Feb 2006director interest notice● Neutral
GREY WOLF INC Vice President & Controller Kent D Cauley received 53,480 shares and a 7,500-share option grant as part of the equity award.
21 Feb 2006director interest notice● Neutral
GREY WOLF INC Senior Vice President - Operat Edward S Jacob III received 95,035 shares and a 20,300-share option grant as part of the equity award.
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.
21 Feb 2006director interest notice● Neutral
GREY WOLF INC director William T Donovan received 10,000 shares as part of the equity award.
21 Feb 2006director interest notice● Neutral
GREY WOLF INC Vice President & Treasurer Donald J Guedry Jr. received 51,420 shares and a 7,200-share option grant as part of the equity award.
21 Feb 2006director interest notice● Neutral
GREY WOLF INC director Robert E Rose received 10,000 shares as part of the equity award.
21 Feb 2006director interest notice● Neutral
GREY WOLF INC director William R Ziegler received 10,000 shares as part of the equity award.
21 Feb 2006director interest notice● Neutral
GREY WOLF INC Vice President - Human Resourc Robert J Proffit received 62,584 shares and a 11,280-share option grant as part of the equity award.
21 Feb 2006director interest notice● Neutral
GREY WOLF INC director Trevor Turbidy received 10,000 shares as part of the equity award.
21 Feb 2006director interest notice● Neutral
GREY WOLF INC director Steven A Webster received 10,000 shares as part of the equity award.