Past year: ▼ 92%(1.60c – 31.5c USD)
Each one in plain English, with the numbers worked through for a shareholder.
7 June 2012business combination● Neutral
Amendment No. 1 to the S-4 for the $175 million notes exchange offer was filed solely to file the registration statement on behalf of the co-registrants (the subsidiary guarantors), with no other changes or additions stated.
18 May 2012business combination● Neutral
The company filed a registration statement (Form S-4) to swap the $175 million of notes sold privately in November 2011 for identical notes registered with the SEC, fulfilling the registration rights promised at that sale. The new notes have the same terms but no transfer restrictions or additional-interest provisions. This is a paperwork step for noteholders and does not raise new money; the prospectus text provided is truncated, so no further details are available.
21 Nov 2011debt financing● NeutralMajor
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.
16 Nov 2011debt financing● NeutralMajor
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.
15 Nov 2011capital raising announcement● NeutralMajor
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.
18 July 2011capital raising announcement● Neutral
The underwriters exercised in full their option to buy the extra 900,000 shares from the July 2011 stock offering, so the offering totals 6,900,000 shares at the $14.50 price set on July 14 (the 900,000 figure and full exercise are from the filing; the total is simple addition). The filing also attaches investor slides for a July 18-19 conference, which state five new-build drilling term contracts for delivery in the first and second quarters of 2012 and 37 rigs on term contracts.
15 July 2011material agreement● NeutralMajor
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.
5 July 2011debt financing▲ GoodMajor
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.
10 Aug 2010business combination● Neutral
Pioneer filed a registration statement to let holders swap the $250 million of unregistered 9.875% senior notes due 2018, issued March 11, 2010, for registered notes with the same terms. Seven subsidiaries are named as guarantors. This fulfils the registration rights promised at the March 2010 notes closing and raises no new money; the exchange expiry date was left blank in the filing.
12 Mar 2010debt financing● NeutralMajor
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.
5 Mar 2010material agreement● NeutralMajor
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.
23 Feb 2010material agreement● NeutralMajor
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.
12 Nov 2009material agreement● NeutralMajor
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.
6 Oct 2009material agreement▼ BadMajor
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.
28 Aug 2008listing compliance notice▼ Bad
Director C. Robert Bunch resigned on August 19, 2008, leaving Pioneer with fewer than three independent audit committee members, which breaches AMEX rules. AMEX gave Pioneer until the earlier of its next annual meeting or August 21, 2009 to fix this, and Pioneer expects to comply. This is a new listing issue separate from the late 10-Q; the filing does not say whether the August 13 deadline was met. William Hibbetts signed as Interim CFO, which suggests Joyce Schuldt is no longer CFO (inference).
27 June 2008listing compliance notice● NeutralMajor
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.
11 June 2008material agreement● NeutralMajor
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.
5 June 2008debt financing▼ BadMajor
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.
21 May 2008listing compliance notice▼ BadMajor
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.
3 Mar 2008asset acquisition disposition● NeutralMajor
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.
1 Feb 2008material agreement● NeutralMajor
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.
31 Oct 2006debt financing● Neutral
On October 30, 2006 Pioneer amended its now $57 million credit facility ($7 million revolver plus $50 million acquisition facility), extending the revolver to October 25, 2008 and offering LIBOR plus 1.5% to 2.25% or Frost's prime rate (8.25%). Covenants were tightened: debt to total capitalization at most 0.2 to 1 (previously 0.3) and operating leverage at most 2.5 to 1 (previously 3). Frost National Bank is now named as the lender, where earlier filings listed Bank of Scotland and Zions as well.
7 Feb 2006material agreement● NeutralMajor
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.
7 Feb 2006listing compliance notice▼ Bad
PIONEER ENERGY SERVICES LLC withdrew a registration statement, abandoning the offering it covered.
16 Dec 2005debt financing● Neutral
On December 15, 2005 Pioneer amended its credit facility again, reinstating the acquisition facility and raising it from $40 million to $50 million, with the same lenders and covenants. This adds borrowing capacity for rigs, but the filing does not say how much has been drawn or what it will fund.
7 Nov 2005material agreement● Neutral
On November 1, 2005 the board adopted a new director fee schedule effective October 1, 2005, with member retainers of $7,500 a quarter ($11,250 for the chairman) plus meeting fees. The annual stock option grant to directors rises to 10,000 shares, subject to shareholder approval. This is a small governance change.
28 Oct 2005debt financing● Neutral
On October 26, 2005 Pioneer amended its $47 million credit facility again, extending the $7 million revolver to October 27, 2006 and adding a LIBOR-based rate option (LIBOR plus 1.75% to 2.5%) alongside Frost's prime rate (6.75%). Covenants, the dividend ban and the lender group are unchanged. This is a routine renewal of the existing facility.
11 Aug 2005material agreement● Neutral
On August 5, 2005 the board adopted an annual cash bonus plan for fiscal 2006 and an Executive Severance Plan. The severance plan pays Level A executives 100% of base salary on involuntary termination, or 300% of salary plus maximum bonus within two years after a change in control. CEO Stacy Locke's employment agreement was terminated because the severance plan superseded its main remaining terms. No dollar amounts for bonuses are given.
13 May 2005debt financing● Neutral
On May 11, 2005 Pioneer amended its $47 million credit facility to restore $20 million of availability under the $40 million acquisition facility, which the Frost-led banks lend against rigs and receivables. Interest stays at Frost's prime rate (6.00%), draws are allowed through October 29, 2006, and the dividend ban and covenants are unchanged. It gives Pioneer room to borrow for more rig purchases, though the filing does not say what it will buy.
24 Mar 2005material agreement● NeutralMajor
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.
