15 Nov 2012listing compliance notice▼ BadMajor
UNION DRILLING INC deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
6 Nov 2012business combination● NeutralMajor
The Sidewinder deal closed on Nov 5, 2012: Fastball merged into Union, which is now a wholly owned subsidiary of Sidewinder (Avista affiliates). The tender offer shares were accepted and paid for at $6.50 cash, and because Sidewinder's merger sub then owned over 90% of the shares, the merger followed. This completes the sale and ends the open merger thread. Union's old stock position is converted to the cash price (the visible text does not give the remaining merger mechanics, as it is truncated). The filing also describes new financing: a $50.0M PNC-led senior secured revolving facility (5-year maturity) with Sidewinder, Crown Drilling of Pennsylvania and Union as borrowers, and Union guaranteeing Sidewinder's $250M 9.750% senior notes due 2019 (issued Nov 2, 2012). Items 3.01, 3.03, 5.01, 5.02, 5.03 are listed but their text is cut off, so delisting and leadership/charter changes are not detailed here.
5 Nov 2012business combination● NeutralMajor
Union's Amendment No. 5 confirms the offer results: 16,405,502 shares (about 76.67%) tendered by the Nov 2 2012 midnight expiry, and about 91.78% fully diluted counting the support-agreement shares. A short-form merger is planned for about Nov 5 2012 with no shareholder meeting; remaining shares become the right to $6.50 cash (appraisal rights aside), Union becomes a wholly-owned Sidewinder subsidiary, and the stock stops trading on NASDAQ.
5 Nov 2012business combination● NeutralMajor
Sidewinder's final amendment reports the tender offer expired at midnight Nov 2 2012 with 16,405,502 shares tendered (about 76.67% of outstanding shares), including 176,042 through guaranteed delivery. With the shares to be contributed under the support agreements, the total is about 91.78% on a fully diluted basis, above the 67.2% minimum. All validly tendered shares were accepted for payment, and Sidewinder plans a short-form merger on or about Nov 5 2012 without a shareholder meeting. Shares not tendered will be converted into $6.50 cash each (except for those exercising appraisal rights), Union will become a wholly-owned Sidewinder subsidiary, and the shares will stop trading on NASDAQ. This resolves the open tender-result and closing threads.
5 Nov 2012listing compliance notice● NeutralMajor
UNION DRILLING INC's exchange filed to remove a class of its securities from listing.
25 Oct 2012business combination● Neutral
Sidewinder's Amendment No. 4 repeats the new Lewis federal lawsuit (filed Oct 19 2012, stayed by agreed motion on Oct 24 pending the state-court settlement hearing) and adds the complaint as an exhibit. Offer terms of $6.50 cash per share are unchanged.
25 Oct 2012business combination● Neutral
Union reports a third lawsuit, Lewis v. O'Neill, filed Oct 19 2012 in federal court in the Northern District of Texas against the same defendants. It makes similar claims, including under federal securities law provisions on tender offers. On Oct 24 the parties jointly asked to pause it until the final settlement hearing in the Texas state case, and defendants call it meritless. This adds a new suit to the litigation thread but it is on hold.
19 Oct 2012business combination▲ GoodMajor
Sidewinder's Amendment No. 3 says the shareholder lawsuits over the $6.50 deal (Hall and Patel, consolidated by court order on Oct 17 2012) have reached an agreement in principle to settle (memorandum of understanding, Oct 18). Union agreed to make extra disclosures, and the plaintiffs will drop their effort to block the deal before the Oct 29 hearing. The settlement is conditioned on the merger closing, further discovery, class certification and court approval, and defendants still deny wrongdoing. This resolves the injunction threat in the open litigation thread; the settlement itself is not yet final. The filing also adds that Steven Webster beneficially owns 556,728 shares (about 2.6%) and gives more background on lender Jefferies' concern about the minimum tender threshold, which led the parties to reconsider the structure.
19 Oct 2012business combination● NeutralMajor
Union's Amendment No. 3 to its tender offer response adds detail on how the sale came about, in response to scrutiny of the process. It says that over 2011 and early 2012 Union and RBC contacted or heard from 16 parties (12 potential strategic buyers, 4 financial); five signed confidentiality agreements, including Avista. An earlier all-stock approach from 'Bidder A' was judged financially unattractive because of a low premium and its stock looking overvalued relative to Union's; other bidders declined or never made an offer. The board said it believed the shares were not fully valued and that Union faced substantial challenges as a standalone company. The excerpt is truncated, so further amendments in this filing are not visible. The deal remains pending.
17 Oct 2012business combination▲ Good
Sidewinder's acquisition subsidiary filed Amendment No. 2 to its tender offer statement, repeating that the antitrust waiting period ended early on Oct 16, 2012 and so that offer condition is met. It also adds an Oct 17 joint press release as an exhibit. Offer terms are unchanged and the deal remains pending.
17 Oct 2012business combination▲ GoodMajor
Union reported that the antitrust waiting period for the Sidewinder deal ended early: Avista Capital Partners III and Union were granted early termination on Oct 16, 2012, after the filing was made on Oct 9. This satisfies the offer's antitrust (HSR) condition, resolving that open item; the minimum-tender condition and the closing remain pending, and the offer is still $6.50 per share in cash.
16 Oct 2012business combination● Neutral
Sidewinder's acquisition subsidiary Fastball filed Amendment No. 1 to its tender offer statement, mirroring Union's own update. It restates the Van Hall and Patel lawsuits, the Oct 29, 2012 injunction hearing date and the plan to consolidate the cases, and adds the petitions as exhibits. Offer terms ($6.50 cash per share) are unchanged.
16 Oct 2012business combination▼ BadMajor
Union amended its tender offer response to update the shareholder lawsuits over the $6.50-per-share Sidewinder deal. The Van Hall suit (filed Oct 3, amended Oct 9) alleges the board breached its duties, the price undervalues Union, the sale process was flawed and the 14D-9 omitted material information; it seeks to block the deal. A court order of Oct 11 sets a hearing on a preliminary injunction for Oct 29, 2012, and a second similar suit (Patel, filed Oct 12) is to be consolidated with it. Union and the other defendants say the suits are meritless and will be defended; the offer is still scheduled to expire Nov 2 unless extended.
9 Oct 2012business combination● Neutral
Union filed a preliminary proxy statement for a possible shareholder vote on the Sidewinder merger. It will only be mailed if a shareholder vote is legally needed to complete the merger, for example if the tender offer does not get enough shares. The filing says the offer is scheduled to expire at midnight New York time on Nov 2 2012 unless extended. Shareholders would receive $6.50 in cash per share (unless they exercise appraisal rights), and the board unanimously recommends a vote in favour. A majority of outstanding shares must approve the merger. The meeting date and record date are left blank. This is a backup path to the same deal; nothing has closed yet.
5 Oct 2012business combination● NeutralMajor
Sidewinder's subsidiary Fastball Acquisition formally started the tender offer on Oct 5 2012, offering $6.50 per share in cash for all Union shares, with Avista funds named as the controlling sponsors. The filing mostly points to the Offer to Purchase for the details. Its fee table values the deal at about $145.0 million, which differs from the earlier $242 million headline figure; the filing gives the basis as 21,398,534 shares plus 915,591 option shares, so the two figures use different measures. Listed exhibits include financing commitment letters from Jefferies Finance (Sep 24) and PNC Bank (Sep 28), and the Van Hall shareholder lawsuit filed Oct 3 in Tarrant County, Texas. This resolves the open question of the offer's commencement; the offer remains pending.
5 Oct 2012business combination● NeutralMajor
Union filed its formal Schedule 14D-9, responding to the tender offer that started Oct 5 2012 at $6.50 per share in cash (Offer to Purchase dated Oct 5). It repeats the merger mechanics (top-up option, short-form merger at 90%, appraisal rights for those who qualify) and says 21,398,534 shares were outstanding on Oct 4 2012. Directors and executive officers held 132,895 shares worth about $863,820 at the offer price, and about $311,186 for in-the-money options, which are cashed out in the merger. UDC LLC's 7,955,395 shares would bring $51,710,068 if tendered. The excerpt shown is truncated, so the board's stated recommendation reasons are not visible here, though the earlier announcement said the board unanimously recommends the offer. A Texas shareholder lawsuit (Van Hall, filed Oct 3 2012) is listed as an exhibit, which is a new item. Shareholders still hold their shares; the offer is pending.
28 Sept 2012business combination● NeutralMajor
This 8-K gives the full terms of the Sidewinder deal announced Sep 25 2012 (merger agreement dated Sep 24). Fastball Acquisition will offer $6.50 cash per share, then merge into Union, which would survive as a wholly-owned Sidewinder subsidiary. The minimum tender condition is 67.2% of fully diluted shares (counting shares contributed to Sidewinder), and HSR clearance is also required; financing is not a condition. Union Drilling Company LLC (about 36%) and the executive officers (under 1%) agreed to tender, and 'Rollover Stockholders' (about 15%) agreed not to tender but to contribute shares to Sidewinder for equity in it. If the offer falls short, a shareholder vote can still complete the merger, and a top-up option aims to reach 90% for a short-form merger. A $5 million fee is payable by Union on certain terminations, such as accepting a superior proposal, and $10 million by Sidewinder in others; Union may owe up to $2 million of Sidewinder's expenses in some cases. This fills in the content of the Sep 28 8-K referenced by the earlier 14D-9C. The deal is still pending.
28 Sept 2012business combination● Neutral
Union filed another Schedule 14D-9C, a pre-commencement notice that incorporates by reference an 8-K it says was filed September 28, 2012 (citing Items 1.01 and 9.01). The content of that 8-K is not in this filing, so it adds no new details here.
25 Sept 2012business combination● Neutral
Union filed a Schedule 14D-9C, a pre-commencement notice that simply incorporates by reference the September 25, 2012 8-K about the Sidewinder deal. It carries no new information.
25 Sept 2012business combination● Neutral
Sidewinder's acquisition subsidiary Fastball filed a Schedule TO-C, a notice of preliminary communications before the tender offer starts. It adds no new terms and just attaches the September 25 joint press release; the offer for Union's shares had not yet commenced.
25 Sept 2012business combination▲ GoodMajor
On September 25, 2012 Union announced a merger agreement under which Sidewinder Drilling (controlled by Avista Capital Partners), through its subsidiary Fastball Acquisition, will make a cash tender offer of $6.50 per share, valued at about $242 million. The offer requires 67.2% of shares on a fully diluted basis to be tendered, and holders of 51% of shares have signed voting agreements; closing is expected in the fourth quarter of 2012, and a one-step merger with a shareholder vote is the fallback. The board unanimously recommends the offer. The deal is pending, so shareholders still hold their shares for now.
4 Aug 2011debt financing▲ Good
On August 1, 2011 CIT Bank joined Union's April 2011 credit agreement as a $35 million lender, reducing PNC's commitment from $60 million to $50 million. Total available commitment is now the full $150 million maximum, using the increase option set out in April.
6 July 2011material agreement▲ GoodMajor
On July 5, 2011 Union agreed to buy two IDE-1500 Sparta Series AC electric rigs and related equipment from Integrated Drilling Equipment Company Holdings for about $35 million, with deliveries in January and February 2012. The 8-K says they are for an existing customer's program in the Arkoma Basin, while the press release says Arkansas' Fayetteville Shale and cites executed three-year contracts; the filings differ on the location description. The CEO said this is the kind of investment the expanded credit facility was meant for.
28 Apr 2011debt financing▲ GoodMajor
On April 27, 2011 Union replaced its PNC-led credit agreement with an Amended and Restated agreement running to April 27, 2016, with a $125 million commitment (up to $150 million if increased). It is secured by a first-priority lien on the company's assets and carries lower stated starting margins than the 2008 amendment (0.75% over prime, 2.50% over LIBOR). This replaces the facility that was due to expire March 30, 2012 under the seventh amendment.
5 June 2009material agreement● NeutralMajor
On June 4, 2009 Union agreed with Jefferies & Company to sell 3,000,000 new shares to the public at $8.25 per share (plus up to 450,000 more if the over-allotment option is used), expected to close June 10, 2009. The press release says proceeds will repay borrowings under its revolving credit facility. This uses the shelf registration filed in 2008 and adds shares, which dilutes existing holders.
10 Oct 2008debt financing▲ Good
On October 9, 2008, M&T Bank ($10 million) and TD Bank, N.A. ($20 million) joined Union's credit facility as lenders, lifting the total commitment to $97.5 million. This completes the lender additions allowed under the seventh amendment reported on October 6, 2008, bringing the line close to its $100 million maximum.
6 Oct 2008debt financing● NeutralMajor
On September 30, 2008 Union signed a seventh amendment to its PNC Bank-led credit agreement, extending it to March 30, 2012 with a $67.5 million commitment (up to $100 million if more lenders join). The Amendment also sets new interest margins and unused-line fees, and removes The CIT Group/Business Credit and National City Business Credit as lenders. This follows the sixth amendment of July 2008; the commitment now stated is lower than the previous $100 million maximum line unless more lenders join.
31 July 2008material agreement● NeutralMajor
Union signed a sixth amendment to its PNC Bank revolving credit agreement that permits, subject to conditions, share repurchases and cash dividends, removes the annual capital spending cap after June 30, 2008, and revises the fixed charge coverage ratio. Second-quarter 2008 results: revenue $75.4 million (up 2%), net income $3.4 million or $0.15 per share (down from $9.2 million, $0.42), which management attributed to rising costs and competition limiting dayrate increases. It also mentions buying a 1,000 horsepower Barnett Shale rig and ordering two DC electric rigs for the Fayetteville Shale.
8 Jan 2008material agreement▲ GoodMajor
Union agreed on January 4, 2008 to buy a 1,600 horsepower AC Quicksilver drilling rig and related equipment from IDM Equipment, LLC for about $17 million, with delivery by May 31, 2008. It intends to use it for an existing customer's drilling program in the Appalachian Basin; the press release adds a customer commitment to a three-year contract, targeting the Marcellus Shale in Pennsylvania. The company owns 71 rigs.
30 Nov 2007farm in farm out agreement● Neutral
Union's board approved minor changes to its 2000 and 2005 stock option plans on November 27, 2007, some to comply with or fall outside Internal Revenue Code section 409A, plus a changed Fair Market Value definition and housekeeping edits. The filing does not state any change in the number of options or shares available.