5 Oct 2021listing compliance notice▼ Bad
PIONEER ENERGY SERVICES LLC withdrew a registration statement, abandoning the offering it covered.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
4 Oct 2021business combination● NeutralMajor
The Patterson-UTI merger closed on October 1, 2021 after holders approved it on September 28 (11,270,950 votes for, 4,444 against). Each Pioneer common share became 1.8692 Patterson shares, the senior secured notes were redeemed at 103% plus accrued interest in cash and Patterson shares, the PNC credit facility was terminated and paid off, and the convertible notes were to be mandatorily converted within five trading days. Pioneer is now Pioneer Energy Services LLC, a wholly owned Patterson subsidiary, and all its directors and officers left their roles; this resolves the merger thread opened in July 2021.
4 Oct 2021listing compliance notice▼ BadMajor
PIONEER ENERGY SERVICES LLC terminated the registration of a class of securities, ending its reporting obligation for them.
30 Aug 2021business combination● Neutral
On August 25, 2021 Pioneer signed a Third Supplemental Indenture to its senior secured notes indenture after receiving the required consents, adding specific redemption terms tied to the closing of the Patterson-UTI merger. This is a procedural step toward the redemption of the senior notes at closing, as set out in the July merger agreement; the filing does not give the terms of the new provisions.
27 Aug 2021business combination● NeutralMajor
Pioneer filed its final proxy statement/prospectus asking stockholders and convertible noteholders to vote on the Patterson-UTI merger agreed July 5, 2021, at a virtual special meeting on September 28, 2021 (record date August 25, 2021). Approval needs at least 60% of total voting power including the convertible noteholders, and holders of about 88% of voting power have signed voting and support agreements; after the mergers and debt repayments, former Pioneer holders are expected to own about 12% of Patterson-UTI. The exchange ratio is still to be set at closing, so the number of Patterson shares each holder gets is not yet known.
6 July 2021business combination● NeutralMajor
On July 5, 2021 Pioneer agreed to merge with Patterson-UTI Energy, receiving up to 26,275,000 Patterson shares and $30 million in cash in total, which would be used to retire all of its debt and be shared with stockholders and convertible noteholders. Holders of Pioneer common stock and the 5.00% convertible notes would receive Patterson shares at an exchange ratio set at closing. The 2025 senior secured floating rate notes would be redeemed at 103% of principal. Closing requires 60% holder approval, antitrust clearance, an effective S-4 and no more than 6% appraisal claims, with an outside date of January 3, 2022. After closing Pioneer would be a wholly owned Patterson subsidiary and stop filing with the SEC. This follows the 2020 bankruptcy and creates a new thread. The filing text provided is truncated, so the break fee terms are not covered.
12 Aug 2020debt financing● Neutral
On Aug 7, 2020 Pioneer amended its post-bankruptcy ABL revolver (dated May 29, 2020, PNC Bank as agent), cutting the commitment from $75M to $40M and raising the borrowing margins to 2.75% (base rate) and 3.75% (LIBOR). It adds a minimum availability requirement of $4M and loosens the fixed charge coverage test. Right after the amendment no loans were outstanding and about $8.8M of letters of credit were issued. The filing now lists Pioneer as a Delaware company.
12 May 2020bankruptcy or receivership▼ BadMajor
On May 11, 2020 the bankruptcy court confirmed Pioneer's prepackaged Chapter 11 plan, continuing the case opened in March. Under the plan, the 79,579,571 common shares outstanding at March 31, 2020 will be cancelled on the effective date. The filing itself does not state what shareholders receive. The earlier restructuring agreement, as described in the earlier 8-K, offered existing holders 5.75% of the new equity plus rights offering participation. The effective date has not yet occurred and the company gives no assurance on timing.
2 Mar 2020bankruptcy or receivership▼ BadMajor
Pioneer signed a restructuring agreement on Feb 28, 2020 with holders of about 99% of its term loan and about 75% of its unsecured notes, and filed a prepackaged Chapter 11 case on March 1, 2020 in the Southern District of Texas. The plan cuts funded debt by about $260 million. Noteholders get 94.25% of the new equity plus rights to buy new convertible bonds, and existing shareholders would get 5.75% of the new equity plus a pro rata share of the rights offering, subject to their class voting to accept. Trade creditors are to be paid in full. The $175M term loan and the 2022 notes flagged as open issues in the context are dealt with here. The existing ABL is to be refinanced with a $75M debtor-in-possession facility. Shareholders are expected to be heavily diluted, but the filing says the plan may not be completed. Existing equity is to be cancelled and exchanged for a small stake. Supported by the equity exchange terms in the text, though the outcome is conditional on the vote and court approval.
29 Aug 2019listing compliance notice● NeutralMajor
PIONEER ENERGY SERVICES LLC's exchange filed to remove a class of its securities from listing.
14 Aug 2019listing compliance notice▼ BadMajor
On Aug 14, 2019 the NYSE suspended trading in Pioneer's shares because of an "abnormally low" price and began delisting proceedings. This follows the June 2019 below-$1.00 notice, and the cure period never ran its course. The company does not plan to appeal; it expects trading on the OTCQX as "PESX" from Aug 15, 2019, a more limited market that may be less liquid. Business operations are said to be unaffected and SEC reporting continues.
12 June 2019listing compliance notice▼ BadMajor
On June 11, 2019 the NYSE notified Pioneer that its 30-day average closing share price had fallen below $1.00 (it was $0.89). Pioneer has six months to regain compliance and intends to tell the NYSE by June 25, 2019 that it will cure the deficiency. The stock continues to trade on the NYSE as PES with a ".BC" (below compliance) tag; the filing says delisting could reduce liquidity and market access.
8 Nov 2017debt financing▼ BadMajor
On November 8, 2017 Pioneer replaced its old credit agreement with two new facilities: a $75.0 million ABL revolver with Wells Fargo (maturing no later than November 8, 2022) and a $175.0 million term loan (net of a 2% discount) from lenders led by Goldman Sachs Lending Partners, due in five years. Term loan proceeds repay the prior credit agreement. The term loan costs LIBOR (1% floor) + 7.75%, versus 5.50% on the old revolver, so it is more expensive debt. The term loan matures earlier, December 14, 2021, if more than $15.0 million of the 2022 senior notes remain outstanding then. This ends the old facility amended since 2015.
5 Jan 2017capital raising announcement● NeutralMajor
In an investor presentation on January 5, 2017, Pioneer said it finalized the sale of three SCR walking rigs for $11.0 million. With the $65.4 million equity proceeds, this cut the revolver balance to $39.7 million (from about $95 million drawn in June 2016, per earlier filing). Two other SCR rigs were retired for spare parts and two were designated held-for-sale; current drilling utilization is 71% on 24 rigs. Pioneer lowered Q4 production services margin guidance to 13-16% (from 20-22%) citing start-up costs and lost well servicing drill pipe, but said it expects to stay in compliance with credit covenants.
12 Dec 2016capital raising announcement● NeutralMajor
The offering closed on December 12, 2016: 12,075,000 shares sold at $5.75, including the full 1,575,000-share underwriter option. Net proceeds were about $65.4 million, which Pioneer intends to use to repay its revolver. This completes the raise and increases the share count by 12,075,000, diluting existing holders.
What it means for a shareholder
12.1m new shares at $5.75 to raise about $65.4m. That's 16% dilution: every existing holder's slice gets 16% smaller. If you held $1,000 of shares (174 at the issue price), your slice goes from 0.000267% to 0.000225% of the company. To keep it you'd need 32 more shares - about $184 at the issue price.
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8 Dec 2016material agreement● Neutral
Pioneer signed the underwriting agreement with Goldman, Sachs & Co. to sell 10,500,000 shares at $5.4481 to the underwriters (public price $5.75), plus a 30-day option for 1,575,000 more. Expected proceeds before expenses on the initial shares are about $57.2 million, with closing expected December 12, 2016. This is the contract behind the equity offering already announced.
7 Dec 2016capital raising announcement● NeutralMajor
Pioneer priced the offering on December 6, 2016, upsized from 9,000,000 to 10,500,000 shares at $5.75 per share, with a 30-day option for up to 1,575,000 more. Closing was expected December 12, and proceeds are to repay the revolver. The larger share count means more dilution for existing holders, but also more debt repayment.
6 Dec 2016capital raising announcement● NeutralMajor
On December 6, 2016 Pioneer announced an underwritten public offering of 9,000,000 new shares, with a 30-day option for the underwriter to buy up to 1,350,000 more. The stated use of the proceeds is to repay debt under its senior secured revolving credit facility. This starts the equity raise anticipated by the June 2016 credit amendment, which required net equity proceeds to go to the revolver; new shares mean existing holders' ownership will be diluted.
1 July 2016material agreement▼ BadMajor
On June 30, 2016 Pioneer signed a Fifth Amendment to its credit agreement, cutting commitments from $200 million to $175 million (falling to $150 million by December 31, 2017) and raising the Eurodollar margin from 4.75% to 5.50%. The leverage and interest coverage tests for the quarters ending December 2016 through June 2017 are replaced by minimum EBITDA targets ($4 million, $7 million, $12 million), capital spending is limited to $35 million for 2016, and cash above $20 million must repay loans weekly. Pioneer said $95 million was drawn, plus $17.3 million in letters of credit. This continues the series of amendments that have shrunk and tightened the facility since 2015.
5 Jan 2016capital raising announcement▼ Bad
Pioneer furnished investor slides for the Goldman Sachs energy conference on January 5, 2016. It repeated the December sale of four SCR rigs for $17.3 million and said four more rigs (three mechanical, one non-walking SCR) were classified as held for sale at December 31, 2015. Fourth-quarter utilization was estimated at 54% for drilling (31-rig fleet), 55% for well servicing and 25% for coiled tubing. In Colombia only three of eight rigs are on contract, with operations suspended or about to be, and all expected to resume in April if commodity prices improve. It raises no capital despite the filing category label.
23 Dec 2015material agreement▼ BadMajor
On December 23, 2015 Pioneer signed a Fourth Amendment cutting its revolver from $300 million to $200 million and moving maturity forward from September 2019 to March 31, 2019. Pricing rises to LIBOR plus 4.75%, availability is now tied to a borrowing base, capital spending is capped at $50 million a year, and cash above $25 million must be used to repay loans. The total leverage and asset coverage tests are dropped and the senior leverage and interest coverage limits are loosened. Pioneer also said it recently sold four SCR drilling rigs for $17.3 million in total, and expects $95.0 million drawn at year-end 2015; the CEO attributed the amendment to further deterioration in commodity prices and weak demand.
15 Sept 2015material agreement▼ BadMajor
On September 15, 2015 Pioneer signed a Third Amendment to its Wells Fargo credit agreement. Commitments were cut from $350 million to $300 million, the cap on unsecured or subordinated debt from $675 million to $400 million, and borrowing margins and the commitment fee were raised (Eurodollar margin now 2.25%-4.50%, up from 2.00%-3.00%). In exchange, the total leverage limits were loosened, starting at 4.00x for September 30, 2015 and rising to a 5.50x maximum from June 2016 to March 2017; the September 2019 maturity is unchanged and $110.0 million was drawn. This reverses the September 2014 expansion to $350 million, and the loosened limits suggest, as an inference, that Pioneer wanted more covenant room.
26 Sept 2014business combination● Neutral
Pioneer filed Amendment No. 1 to its August 2014 Form S-4, continuing the plan to let holders swap the privately placed $300 million 6.125% Senior Notes due 2022 for identical registered notes. The terms are the same and no new money is raised; the expiry date is still blank, so the exchange offer is not yet open. The filing lists Pioneer Coiled Tubing Services, LLC among the subsidiary guarantors.
23 Sept 2014material agreement▲ GoodMajor
On September 22, 2014 Pioneer amended its revolving credit facility again: commitments rise from $250 million to $350 million, maturity moves from June 30, 2016 to September 22, 2019, and interest margins and commitment fee are lowered. Pioneer says it intends to use borrowings to redeem all its remaining 9.875% Senior Notes (the press release puts these at $125 million) and estimates annual interest savings of over $9 million. The press release also mentions $40 million currently drawn, including a paydown from the recent sale of its fishing and rental assets, which is a new disclosure.
28 Aug 2014business combination● Neutral
Pioneer filed a registration statement on Form S-4 to let holders swap the privately placed $300 million 6.125% Senior Notes due 2022 for identical registered, freely tradable notes. This fulfils the registration rights from the March 2014 notes sale; it raises no new money and the terms are the same. The filing adds Pioneer Coiled Tubing Services, LLC as a subsidiary guarantor.
18 Mar 2014debt financing▲ GoodMajor
Pioneer closed the new notes offering on March 18, 2014, issuing $300 million of 6.125% Senior Notes due March 2022 (larger than the up-to-$250 million first announced), guaranteed by domestic subsidiaries, with interest from September 15, 2014. About $99.5 million of the 9 7/8% 2018 notes were tendered by the early deadline and paid for at $1,055.08 per $1,000; the tender remained open to March 31 and the filing now refers to up to $300 million. A registration rights agreement requires an exchange offer to be completed by April 12, 2015.
4 Mar 2014material agreement▲ GoodMajor
Pioneer amended its Wells Fargo credit agreement on March 3, 2014 to raise the unsecured debt it may incur from $500 million to $675 million. It also announced a proposed offering of up to $250 million of new Senior Notes due 2022 and a cash tender offer for up to $250 million of its 9 7/8% Senior Notes due 2018 (of $425 million outstanding), stating the aim is to cut interest expense and lengthen debt maturities. The tender is conditional on the new notes financing being completed.
5 July 2012listing compliance notice▼ BadMajor
PIONEER ENERGY SERVICES LLC's securities were notified for removal from listing and registration on its exchange.
26 June 2012listing compliance notice▲ GoodMajor
the New York Stock Exchange certified PIONEER ENERGY SERVICES LLC's securities for listing, clearing them to begin trading.
25 June 2012listing compliance notice● Neutral
On June 25, 2012 the company told the NYSE MKT it will voluntarily move its common stock listing to the New York Stock Exchange on or around June 28, 2012, keeping the ticker PDC. The board approved the move on March 29, 2012. This is a voluntary exchange change, not a compliance problem, and it follows the earlier-noted NYSE Amex listing.