Item 1.01. Entry Into Material Definitive Agreements.
Amendment to Agreement and Plan of Merger
On January 10, 2022, Dawson Geophysical Company ("Dawson," or the "Company")
entered into Amendment No. 3 (the "Amendment") to the Agreement and Plan of
Merger (as amended, the "Merger Agreement") with Wilks Brothers, LLC, a Texas
limited liability company ("Wilks"), and WB Acquisitions Inc., a Delaware
corporation and a subsidiary of Wilks ("Merger Sub"). The Amendment (i) lowers
the minimum number of shares of the Company's common stock that are required to
be tendered in the Offer (as defined in the Merger Agreement) to close the
Offer, together with the shares then owned by Wilks, Merger Sub and any other
affiliate or direct or indirect wholly-owned subsidiary of Wilks, from 80% to
66.67% of the shares then outstanding, (ii) provides for Stephen Jumper, Craig
Cooper and Michael Klofas to resign from the Board of Directors of the Company
(the "Board"), in each case, effective as of and conditioned upon the Acceptance
Time (as defined in the Merger Agreement) occuring, with Mark Vander Ploeg and
Ted North continuing as directors, and for the appointment of Matt Wilks, Sergei
Krylov and Bruce Bradley to the Board, with Mr. Wilks serving as Chairman, in
each case, effective as of and conditioned upon the Acceptance Time occurring
and (iii) further extends the Offer to expire at 5:00 pm New York City time on
January 14, 2022.
All other terms of the Merger Agreement, which was previously filed by the
Company as Exhibit 2.1 to the Company's Current Report on Form 8-K
on October 25, 2021, remain unchanged. The foregoing description of the
Amendment is qualified in its entirety by reference to the full text of the
Amendment, which is filed as Exhibit 2.1 to this Current Report and is
incorporated by reference herein.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 10, 2022, Mr. Jumper executed a waiver acknowledgment (the "Waiver")
to acknowledge that his future resignation as Chairman of the Board and his
agreement with the Company that such resignation will not constitute Good Reason
(as defined in the Employment Agreement between the Company and Mr. Jumper) and
that Mr. Jumper will not have the right to resign for Good Reason solely as a
result of his resignation, and that Mr. Jumper's position as Chief Executive
Officer of the Company and his Employment Agreement will not be affected
otherwise. Mr. Jumper's resignation as a member and Chairman of the Board is
conditioned on the tender offer Acceptance Time occurring.
The foregoing description of the Waiver is qualified in its entirety by
reference to the full text of the Waiver, which is filed as Exhibit 10.1 to this
Current Report and is incorporated by reference herein.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements, including statements
regarding the expected consummation of the acquisition, which involve a number
of risks and uncertainties, including the satisfaction of closing conditions for
the acquisition (such as the tender of at least 66.67% of the outstanding shares
of capital stock of the Company in order to close the tender offer, and approval
of at least 80% of the outstanding shares of the capital stock of the Company in
order to consummate the second step merger); the possibility that the
transaction will not be completed; the impact of general economic, industry,
market or political conditions; dependence upon energy industry spending;
changes in exploration and production spending by our customers and changes in
the level of oil and natural gas exploration and development; the results of
operations and financial condition of our customers, particularly during
extended periods of low prices for crude oil and natural gas; the volatility of
oil and natural gas prices; changes in economic conditions; the severity and
duration of the COVID-19 pandemic, related economic repercussions and the
resulting negative impact on demand for oil and gas; surpluses in the supply of
oil and the ability of OPEC+ to agree on and comply with supply limitations; the
duration and magnitude of the unprecedented disruption in the oil and gas
industry currently resulting from the impact of the foregoing factors, which is
negatively impacting our business; the potential for contract delays; reductions
or cancellations of service contracts; limited number of customers; credit risk
related to our customers; reduced utilization; high fixed costs of operations
and high capital requirements; operational challenges relating to the COVID-19
pandemic and efforts to mitigate the spread of the virus, including logistical
challenges, protecting the health and well-being of our employees and remote
work arrangements; industry competition; external factors affecting the
Company's crews such as weather interruptions and inability to obtain land
access rights of way; whether the Company enters into turnkey or day rate
contracts; crew productivity; the availability of capital resources; and
disruptions in the global economy; and the other risks and uncertainties
identified in Dawson's public filings, including Dawson's Annual Report on
Form 10-K for the year ended December 31, 2020, as well as the tender offer
documents filed with the SEC by Wilks on November 1, 2021, and the
Solicitation/Recommendation statement on Schedule 14D-9 filed by Dawson on
November 1, 2021. These statements constitute forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. The words "may," "might," "will," "should,"
"estimate," "project," "plan," "anticipate," "expect," "intend," "outlook,"
"believe" and other similar expressions (or the negative of such terms) are
intended to identify forward-looking statements. If underlying assumptions prove
inaccurate or unknown risks or uncertainties materialize, actual results and the
timing of events may differ materially from the results and/or timing discussed
in the forward-looking statements, and readers are cautioned not to place undue
reliance on these forward-looking statements. Forward-looking statements speak
only as of the date of this communication, and Dawson undertakes no obligation
to update any forward-looking statement except as required by law.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This Current Report on Form 8-K is neither an offer to purchase nor a
solicitation of an offer to sell any shares of the common stock of Dawson or any
other securities. On November 1, 2021, Wilks filed a tender offer statement on
Schedule TO, including an offer to purchase, a letter of transmittal and related
documents, with the SEC. On the same date, Dawson filed a
solicitation/recommendation statement on Schedule 14D-9 with respect to the
tender offer. The offer to purchase shares of Dawson common stock will only be
made pursuant to the offer to purchase, the letter of transmittal and related
documents filed with such Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED
TO READ BOTH THE TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION
STATEMENT REGARDING THE TENDER OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME,
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT
SHOULD BE READ CAREFULLY BEFORE MAKING ANY DECISION WITH RESPECT TO THE TENDER
OFFER. The tender offer statement has been filed with the SEC by Wilks and the
solicitation/recommendation statement has been filed with the SEC by Dawson.
Investors and security holders may obtain a free copy of these statements, any
amendments thereto, the merger agreement and other documents filed with the SEC
at the website maintained by the SEC at www.sec.gov or by directing such
requests to the information agent for the tender offer.
In addition to the Offer to Purchase, the related Letter of Transmittal and
certain other tender offer documents, as well as the Solicitation/Recommendation
Statement, the Company files annual, quarterly and current reports and other
information with the SEC. You may read and copy any reports or other
information filed by the Company at the SEC public reference room at 100 F
Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference room. The Company's filings with
the SEC are also available to the public from commercial document-retrieval
services and at the website maintained by the SEC at http://www.sec.gov.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
In accordance with General Instruction B.2 of Form 8-K, the information set
forth in the attached Exhibit 99.1 is deemed to be "furnished" and shall not be
deemed to be "filed" for purposes of Section 18 of the Exchange Act.
EXHIBIT
NUMBER DESCRIPTION
2.1 - Amendment No. 3 to Agreement and Plan of Merger, dated
December January 10, 2022, by and between the Company, Wilks,
LLC and WB Acquisitions Inc.
10.1 - Waiver Acknowledgement, dated January 10, 2022, by and between
the Company and Stephen C. Jumper.
104 - Cover Page Interactive Data File, formatted in Inline XBRL, and
included as Exhibit 101.
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