Each one in plain English, with the numbers worked through for a shareholder.
17 Feb 2022substantial holder notice● Neutral
Ascribe Capital LLC, American Securities LLC, Ascribe III Investments LLC, Ascribe Opportunities Fund III, L.P, Ascribe Associates III, LLC reported no remaining PIONEER ENERGY SERVICES LLC shareholding in its periodic institutional filing.
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.
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.
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.
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.
Strategic Income Management, LLC, American Beacon Advisors, Inc, Resolute Investment Managers, Inc, American Beacon SiM High Yield Opportunities Fund disclosed a new substantial PIONEER ENERGY SERVICES LLC shareholding (9.90% of votes).
Ascribe Capital LLC, American Securities LLC, Ascribe III Investments LLC, Ascribe Opportunities Fund III, L.P, Ascribe Associates III, LLC disclosed a new substantial PIONEER ENERGY SERVICES LLC shareholding (13.70% of votes).