PIONEER ENERGY SERVICES LLC

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.

business combination

PIONEER ENERGY SERVICES LLC terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

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.

business combination

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.

business combination

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.

bankruptcy or receivership

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.

bankruptcy or receivership

PIONEER ENERGY SERVICES LLC's exchange filed to remove a class of its securities from listing.

listing compliance notice

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.

listing compliance notice

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.

listing compliance notice

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.

debt financing

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.

capital raising announcement

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.

capital raising announcement

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.

capital raising announcement

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.

capital raising announcement

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.

material agreement

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.

material agreement

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.

material agreement

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.

material agreement

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.

debt financing

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.

material agreement

PIONEER ENERGY SERVICES LLC's securities were notified for removal from listing and registration on its exchange.

listing compliance notice

the New York Stock Exchange certified PIONEER ENERGY SERVICES LLC's securities for listing, clearing them to begin trading.

listing compliance notice

The $175 million add-on of 9.875% senior unsecured notes due 2018 closed on November 21, 2011, as priced on November 16, at 101% of face value for estimated net proceeds of about $172.6 million. Together with the $250 million issued in March 2010 this makes one series of notes. The company says the money is for part of its new-build rig program and cash for possible acquisitions, with any excess for general corporate purposes. Buyers get a registration rights agreement requiring a registration statement for an exchange offer within 270 days, with additional interest payable if deadlines are missed.

debt financing

The company priced the add-on notes offering at $175 million, up from the $150 million announced a day earlier, at 101% of face value, for estimated net proceeds of about $172.6 million. These are additional 9.875% senior unsecured notes due 2018, treated as the same series as the $250 million issued in March 2010, guaranteed by domestic subsidiaries, with closing expected November 21, 2011. This takes the notes to $425 million in principal (the sum of the two amounts in the filing) and the buyers get registration rights under a separate agreement.

debt financing

On November 15, 2011 the company announced plans to offer an additional $150 million of its 9.875% senior notes due 2018, on top of the $250 million issued in March 2010. Proceeds are for the new-build rig program and cash for possible acquisitions. It disclosed non-binding letters of intent to buy two production-services companies for about $155 million in total, with no assurance either will close. It also disclosed term contracts for ten new-build AC rigs (six expected to start in the first half of 2012, four by the end of 2012) and a 2012 capital budget of about $250-$280 million.

capital raising announcement

On July 14, 2011 the company priced a public sale of 6,000,000 new shares at $14.50 each (about $87.0 million gross, about $81.9 million net) through Goldman Sachs and Jefferies, with a 30-day option for 900,000 more; closing was expected July 20, 2011. The proceeds are meant to fund part of the purchase price of new-build AC drilling rigs and for general corporate purposes. Existing shareholders are diluted by the new shares, and the company agreed not to sell more stock for 90 days without the underwriters' consent.

material agreement

On June 30, 2011 the company amended and restated its 2008 bank credit agreement with Wells Fargo as administrative agent. The maturity moves from August 31, 2012 to June 30, 2016 and commitments rise from $225 million to $250 million. Borrowing margins are lowered (Eurodollar 2.50%-3.25%, base rate 1.50%-2.25%), the commitment fee is 0.50%, and the financial covenants are reset (max total leverage 4.00x, max senior leverage 2.50x, min interest coverage 2.50x). This resolves the open question of the revolver coming due in 2012.

debt financing

Pioneer closed the $250 million 9.875% senior notes offering on March 11, 2010. The notes mature March 15, 2018, are guaranteed by certain domestic subsidiaries, and rank behind secured debt such as the revolver. Net proceeds of about $234.8 million are intended to repay part of the revolver. The company agreed to register an exchange of the notes for registered ones within 390 days, and the indenture limits dividends, new debt and liens.

debt financing

Pioneer priced $250 million of 9.875% senior unsecured notes due 2018, guaranteed by certain domestic subsidiaries, with estimated net proceeds of $234.8 million after discount, fees and expenses. The money is intended to repay part of the revolver, and affiliates of some of the initial purchasers are revolver lenders who will be repaid. This is the notes offering announced on February 23, 2010, which triggers the credit agreement changes described then.

material agreement

Pioneer signed a Second Amendment to its Wells Fargo credit agreement, cutting the maximum revolver borrowing from $325 million to $225 million, ending the 50% excess-cash-flow mandatory prepayment, and allowing up to $250 million of additional unsecured or subordinated secured debt. It takes effect when a planned offering of up to $250 million of senior unsecured notes due 2018 closes, with proceeds meant to repay part of the revolver. An attached excerpt shows $258.1 million of long-term debt (plus $4.0 million current) and $40.4 million of cash at December 31, 2009.

material agreement

Pioneer priced a public sale of 3,820,000 new shares at $6.75 each through underwriter Jefferies & Company, with an option for 573,000 more shares; closing was expected November 17, 2009. This is the offering whose prospectus filings appeared earlier the same day, and it adds new shares to the share count. The proceeds are for general corporate purposes, which the filing says may include capital expenditures, working capital, acquisitions or repaying or refinancing debt.

material agreement

On October 5, 2009 Pioneer amended its Wells Fargo credit agreement: maturity shortened from February 2013 to August 31, 2012, commitments cut from $400 million to $325 million, and interest margins raised to 3.50%-6.00% (Eurodollar) with covenants reset. Loans outstanding were $257.5 million, down from about $311.5 million at the March 2008 start. Pioneer Global Holdings (the international arm, previously excluded) now joins as guarantor and restricted subsidiary. Separately, the board raised the 2009 capital budget from $65.2 million to $80.2 million.

material agreement

AMEX accepted Pioneer's plan and continued its listing through an extension ending August 13, 2008. Failing to make progress or to regain compliance by then could lead to delisting. This continues the late 10-Q listing issue from May.

listing compliance notice

Effective June 11, 2008 the lenders signed the waiver for the credit agreement default, on the terms negotiated: certified financial statements due by August 13, 2008, borrowings capped at $350 million until then, margins up to 2.50% (Eurodollar) and 1.50% (base rate), plus a 0.02% fee on commitments. This resolves the immediate risk of an Event of Default after June 29, but the August 13 deadline remains.

material agreement

Pioneer is in default under its February 2008 Wells Fargo credit agreement because no financial officer has certified the Q1 2008 financial statements while the audit subcommittee's investigation continues. It is negotiating a waiver with the lenders: certified statements due by August 13, 2008, borrowings capped at $350 million, higher interest margins and an $80,000 fee. If no certified statements or waiver by June 29, 2008, an Event of Default occurs and lenders could demand full repayment of about $282.5 million outstanding. Pioneer had about $20.2 million cash and $16.6 million auction rate preferred securities as of June 5. The waiver is not yet signed.

debt financing

On May 16, 2008 the American Stock Exchange told Pioneer it was out of compliance with listing standards because it failed to file its Q1 2008 Form 10-Q on time. Pioneer must submit a plan by May 30 and regain compliance by August 13, 2008. The filing does not itself state the cause of the late filing; an earlier May 12 filing referenced in a later report describes an audit committee investigation into possible internal control weaknesses.

listing compliance notice

Effective March 1, 2008 Pioneer completed the WEDGE acquisition for about $311 million in cash (subject to post-closing adjustments), up from the $303 million originally announced. It was funded by existing cash and a new five-year $400 million Wells Fargo-led credit agreement dated February 29, 2008, maturing February 28, 2013, which replaces the October 2004 Frost National Bank facility. Interest starts at the Eurodollar rate plus 2.25%. Loans outstanding were $311.5 million at February 29, 2008, covering WEDGE and the purchase of Prairie Investors (Competition Wireline). Pioneer reported about $44.5 million in cash and securities on March 1, 2008. The credit facility is larger than the originally proposed $350 million.

asset acquisition disposition

On January 31, 2008 Pioneer agreed to buy three WEDGE companies (wireline, fishing and rental tools, and workover rig services) for $303 million in cash, subject to closing adjustments. This would add well-servicing businesses to a company that until now has been a land driller. It plans to pay with existing cash plus a new five-year secured revolving credit facility of up to $350 million led by Wells Fargo and Fortis, to be syndicated before closing. Closing depends on financing, regulatory approvals and customary conditions. The press release expects closing before the end of Q1 2008.

material agreement

On February 7, 2006 Pioneer and Chesapeake agreed to sell 10,701,905 shares through Lehman Brothers: 3,000,000 new Pioneer shares and 7,701,905 from Chesapeake. Pioneer expects about $62 million net, for general purposes that may include building or buying rigs, and gets nothing from Chesapeake's shares. It issues new shares, but Chesapeake, holder of preemptive rights, is a seller here. The press release says the fleet is 55 rigs, up from the 35 expected after the earlier acquisitions.

material agreement

On March 23, 2005 Pioneer and selling shareholders WEDGE Energy Services and Michael Little signed an underwriting agreement for a public offering of up to 6,945,000 new Pioneer shares and up to 7,545,000 shares from the sellers (each including 945,000 over-allotment shares). Chesapeake said it will use its preemptive rights to buy about 1,007,144 shares. This is the offering registered in February 2005, so it adds new shares for existing holders; the filing gives no price or proceeds.

material agreement

Pioneer completed the Wolverine Drilling acquisition on November 30, 2004, paying $27,950,000 in cash for the seven rigs and related assets, funded by a borrowing under the new acquisition credit facility. Mr. Blackford signed a two-year employment agreement. Financial statements were promised by February 13, 2005.

asset acquisition disposition

Pioneer completed the Allen Drilling acquisition on December 15, 2004, paying $7,200,000 in cash (below the $7,400,000 first announced) for the five rigs and related assets, funded by a borrowing under the new Frost/Bank of Scotland/Zions acquisition facility. It also owes $100,000 a year for five years from December 15, 2005 under a noncompetition agreement with Dixon Allen. Required financial statements were promised by February 28, 2005.

asset acquisition disposition

On November 30, 2004 Pioneer's subsidiary agreed to buy five mechanical land drilling rigs and related assets from Allen Drilling Company (Woodward, Oklahoma) for $7,400,000 in cash, plus a roughly 17-acre property for $300,000 for an Oklahoma yard. Closing was expected by December 17, 2004. This is a second rig purchase following Wolverine.

material agreement

On November 11, 2004 Pioneer's subsidiary agreed to buy seven mechanical land drilling rigs and related assets from Wolverine Drilling (Kenmare, North Dakota) for $27,950,000 in cash, plus a $50,000 land purchase for a North Dakota yard. Closing was expected by December 2, 2004. This is a new rig acquisition, likely to be funded by the new credit facility (inference).

material agreement

On October 29, 2004 Pioneer entered a new $47 million secured credit facility: a $7 million revolving/letter-of-credit line and a $40 million acquisition facility for rigs and equipment. Frost National Bank is agent, with the Bank of Scotland and Zions First National Bank as lenders; it is secured by its rigs, equipment and receivables, bars cash dividends, and carries financial covenants. It replaces the Frost and Merrill Lynch debt paid off in August (inference from timing; the filing does not say so).

debt financing

The $28 million of 6.75% convertible debentures held by WEDGE and William White were converted on August 11, 2004 into 6,496,519 common shares, removing that debt. Pioneer also paid $2 million on its Merrill Lynch Capital note (about $12.6 million at June 30, 2004, due December 2007) and gave notice of intent to pay off the balance, and retired two Frost National Bank notes ($2.9 million and $4.1 million as of June 30, 2004). This completes the debenture conversion set up in the August offering.

capital raising announcement

On August 5, 2004 Pioneer signed an underwriting agreement for a public offering of up to 4,600,000 new company shares plus up to 6,419,320 shares sold by WEDGE Energy Services, Michael Little and William White. WEDGE and Mr. White agreed to convert all $28 million of the 6.75% convertible subordinated debentures into 6,496,519 shares just before closing, and Chesapeake Energy said it will use preemptive rights to buy 631,133 shares (725,803 with full over-allotment).

capital raising announcement

Pioneer Drilling sold 4,400,000 new shares at $5.40 each in a private placement on February 20, 2004, raising $23.8 million gross. About $12.0 million is earmarked for the previously announced seven-rig acquisition (expected to close in early March 2004), with the rest for more drilling equipment, trucking assets and general purposes. This follows the shelf registration filed days earlier; new shares dilute existing holders, and the company agreed to register them for resale.

capital raising announcement