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.
13 Nov 2012securities registration● Neutral
UNION DRILLING INC amended an already-effective registration statement.
13 Nov 2012securities registration● Neutral
UNION DRILLING INC amended an already-effective registration statement.
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.
2 Nov 2012quarterly activities report● Neutral
UNION DRILLING INC reported quarterly revenue of $64.0 million and net income of $486 thousand for the period ended 2012-09-30.
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.
4 Oct 2012substantial holder notice● Neutral
Royce & Associates, LLC reported a UNION DRILLING INC shareholding of 159,837 shares (0.63% of votes) in a periodic institutional filing.
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.
2 Aug 2012quarterly activities report● Neutral
UNION DRILLING INC reported quarterly revenue of $68.1 million and net income of $607 thousand for the period ended 2012-06-30.
1 Aug 2012quarterly activities report● Neutral
UNION DRILLING INC reported quarterly revenue of $68.1 million and net income of $607 thousand for the period ended 2012-06-30.
3 May 2012quarterly activities report▼ Bad
UNION DRILLING INC reported quarterly revenue of $64.6 million and a net loss of $2.2 million for the period ended 2012-03-31.
2 May 2012quarterly activities report▼ Bad
UNION DRILLING INC reported quarterly revenue of $64.6 million and a net loss of $2.2 million for the period ended 2012-03-31.
23 Jan 2012substantial holder notice● Neutral
Royce & Associates, LLC reported a UNION DRILLING INC shareholding of 1,484,960 shares (5.89% of votes) in a periodic institutional filing.