Form 8-K

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VXDXLpuFWHgUhM0JdSeKF7i+g9v3QJgB2ukKSPy6esT0hy32TFxu4Xur5Z6iRSVU tfpHAxQc2d8kFv5SqaDiVQ== 0001193125-10-037759.txt : 20100223 0001193125-10-037759.hdr.sgml : 20100223 20100223172936 ACCESSION NUMBER: 0001193125-10-037759 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20100223 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100223 DATE AS OF CHANGE: 20100223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PIONEER DRILLING CO CENTRAL INDEX KEY: 0000320575 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 742088619 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08182 FILM NUMBER: 10627534 BUSINESS ADDRESS: STREET 1: 1250 N.E. LOOP 410 STREET 2: SUITE 1000 CITY: SAN ANTONIO STATE: TX ZIP: 78209 BUSINESS PHONE: 5128287689 MAIL ADDRESS: STREET 1: 1250 N.E. LOOP 410 STREET 2: SUITE 1000 CITY: SAN ANTONIO STATE: TX ZIP: 78209 FORMER COMPANY: FORMER CONFORMED NAME: SOUTH TEXAS DRILLING & EXPLORATION INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SOUTH TEXAS DRILLING CO DATE OF NAME CHANGE: 19810715 8-K 1 d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 23, 2010

PIONEER DRILLING COMPANY

(Exact name of registrant as specified in its charter)


Texas	1-8182	74-2088619
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1250 N.E. Loop 410, Suite 1000 San Antonio, Texas		78209
(Address of principal executive offices)		(ZIP Code)

Registrant’s telephone number, including area code: (210) 828-7689

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01

Entry into a Material Definitive Agreement.

On February 23, 2010, Pioneer Drilling Company, a Texas corporation (“Pioneer”), entered into a Second Amendment (the “Second Amendment”) to its Credit Agreement, dated as of February 29, 2008 (the “Credit Agreement”), among Pioneer, the lenders party thereto, and Wells Fargo Bank, N.A., as administrative agent, issuing lender and swing line lender (the “Administrative Agent”).

The Second Amendment, which will become effective upon the closing of the Offering (as defined below), among other things, (i) reduces the maximum amount that Pioneer can borrow under the senior secured revolving credit facility from $325 million to $225 million, (ii) terminates Pioneer’s obligation to make an annual mandatory prepayment equal to 50% of Pioneer’s excess cash flow if Pioneer’s senior leverage ratio exceeds 2.50 to 1.00, and (iii) permits Pioneer to borrow up to $250 million of additional unsecured or subordinated secured debt in addition to the notes.

The foregoing summary of the Second Amendment is not complete and is qualified in its entirety by reference to the text of the Second Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

ITEM 8.01

Other Events.

On February 23, 2010, Pioneer issued a press release announcing that, subject to market conditions, it plans to offer up to $250 million in aggregate principal amount of senior unsecured notes due 2018 (the “Notes”) in a private placement to eligible purchasers (the “Offering”). A copy of the press release announcing the Offering is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

In connection with the Offering, Pioneer distributed a confidential preliminary offering memorandum related to the Notes (the “Offering Memorandum”) to prospective investors on February 23, 2010. A copy of certain excerpts from the Offering Memorandum providing guarantor and non-guarantor financial information is furnished with this Current Report on Form 8-K as Exhibit 99.2 attached hereto.

The Offering Memorandum contains forward-looking statements regarding Pioneer based on current expectations. Those forward-looking statements include all statements other than those made solely with respect to historical fact. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those expressed in any forward-looking statements. Many of the factors that will determine the outcome of the subject matter of these statements are beyond Pioneer’s ability to control or predict. Pioneer does not undertake any obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

This report and the statements contained in Exhibits 99.1 and 99.2 do not and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

ITEM 9.01

Financial Statements and Exhibits.

(d) Exhibits.


10.1		Second Amendment to Credit Agreement, dated as of February 23, 2010, among Pioneer Drilling Company, the lenders party thereto, and Wells Fargo Bank, N.A., as administrative agent, issuing lender and swing line lender

99.1		Press Release, dated February 23, 2010, announcing offering of up to $250 million of senior unsecured notes due 2018

99.2		Excerpts from Confidential Preliminary Offering Memorandum, dated February 23, 2010

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


PIONEER DRILLING COMPANY

By		/S/ CARLOS R. PEÑA
		Carlos R. Peña
		Senior Vice President, General Counsel and Secretary
		(Duly Authorized Officer)

Date: February 23, 2010

EXHIBIT INDEX


Exhibit No.		Description

10.1		Second Amendment to Credit Agreement, dated as of February 23, 2010, among Pioneer Drilling Company, the lenders party thereto, and Wells Fargo Bank, N.A., as administrative agent, issuing lender and swing line lender.

99.1		Press Release, dated February 23, 2010, announcing offering of up to $250 million of senior unsecured notes due 2018

99.2		Excerpts from Confidential Preliminary Offering Memorandum, dated February 23, 2010

EX-10.1 2 dex101.htm SECOND AMENDMENT TO CREDIT AGREEMENT Second Amendment to Credit Agreement

Exhibit 10.1

SECOND AMENDMENT

This SECOND AMENDMENT (“Amendment”) dated as of February 23, 2010 is by and among Pioneer Drilling Company, a Texas corporation (the “Borrower”), the Lenders party hereto, and Wells Fargo Bank, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

WHEREAS, the Borrower, the lenders from time to time party thereto (the “Lenders”), and the Administrative Agent are parties to the Credit Agreement dated as of February 29, 2008, as amended by the First Amendment thereto dated as of October 5, 2009 (as amended, the “Credit Agreement”); and

WHEREAS, the parties hereto have agreed to make certain amendments to the Credit Agreement as provided for herein, subject to the conditions herein;

NOW THEREFORE, in consideration of the premises and the mutual covenants, representations and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

AGREEMENT

Section 1. Defined Terms. Unless otherwise defined in this Amendment, each capitalized term used in this Amendment has the meaning given such term in the Credit Agreement, as amended by this Amendment.

Section 2. Amendments to the Credit Agreement.

(a) Section 1.1 of the Credit Agreement is hereby amended by:

(i) restating the definition of “Debt Incurrence” in its entirety as follows:

“Debt Incurrence” means any issuance or sale by the Borrower or any of its Restricted Subsidiaries of any Debt after the Effective Date other than Debt permitted under Section 6.1(a) through (n).

(ii) deleting the definition of “Excess Cash Flow” in its entirety; and

(iii) inserting the following new definitions in their appropriate alphabetical order:

“2010 Note Guaranty” means each guaranty by one or more of the Guarantors of the Borrower’s obligations in respect of the 2010 Notes.

“2010 Notes” means the Senior Unsecured Notes issued by the Borrower pursuant to the Indenture on the Second Amendment Effective Date (together with any notes of such series issued in substitution or exchange therefore; provided that the aggregate principal amount thereof is not increased) and on substantially the same terms and conditions set forth in the Draft Description of Notes.

“Draft Description of Notes” means that certain draft Description of Notes relating to the proposed offering of 2010 Notes by Borrower provided to the Administrative Agent on February 11, 2010.

“Indenture” means the Indenture to be dated as of the Second Amendment Effective Date, between the Borrower and Wells Fargo Bank, N.A., as trustee; provided, that the terms and conditions of such Indenture are substantially the same as those set forth in the Draft Description of Notes.

“Second Amendment Effective Date” means the date on which the Second Amendment to this Agreement becomes effective pursuant to the terms thereof.

(b) Section 2.1(b)(ii) of the Credit Agreement is hereby amended by:

(i) replacing “required to be made pursuant to Sections 2.5(c)(ii), (iii), (iv) or (vi)” with “required to be made pursuant to Sections 2.5(c)(ii), (iii) or (iv)”; and

(ii) replacing “in no event shall the Total Commitment be reduced, pursuant to this clause (ii), to less than $200,000,000” with “in no event shall the Total Commitment be reduced, pursuant to this clause (ii), to less than $225,000,000”.

(d) Section 6.1 of the Credit Agreement is hereby amended by:

(i) deleting “and” at the end of subsection (n);

(ii) restating subsection (o) in its entirety as follows:

(o) unsecured or subordinated secured Debt of the Borrower (other than Debt evidenced by the 2010 Notes) and unsecured or subordinated secured guarantees of such Debt by one or more of the Guarantors; provided, that (i) the aggregate principal amount of such Debt does not exceed $250,000,000.00, (ii) no principal of such Debt is scheduled to mature earlier than the Maturity Date and (iii) the other terms and conditions of such Debt are reasonably acceptable to the Administrative Agent and the Majority Lenders; and

(iii) adding the following as new subsection (p):

(p) unsecured Debt evidenced by the 2010 Notes and the 2010 Note Guaranties.

(e) Section 6.2(k) of the Credit Agreement is hereby amended by replacing “Required Lenders” with “Majority Lenders”.

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Section 3. Conditions to Effectiveness. This Amendment shall become effective upon the satisfaction of the following conditions precedent:

(a) The Administrative Agent shall have received duly executed counterparts of this Amendment executed by the Borrower, each Guarantor, the Administrative Agent and the Majority Lenders.

(b) Contemporaneously with the effectiveness of this Amendment, the Borrower shall have issued the 2010 Notes in an aggregate principal amount not less than $200,000,000.00 and not greater than $250,000,000.00.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION, THIS AMENDMENT SHALL NOT BECOME EFFECTIVE UNLESS EACH OF THE FOREGOING CONDITIONS PRECEDENT IS SATISFIED ON OR PRIOR TO APRIL 30, 2010.

Section 4. Representations and Warranties. Each Credit Party hereby represents and warrants that after giving effect hereto:

(a) the representations and warranties of such Credit Party contained in the Credit Documents are true and correct in all material respects on and as of the date hereof and the Second Amendment Effective Date, other than those representations and warranties that expressly relate solely to a specific earlier date, which shall remain true and correct in all material respects as of such earlier date; and

(b) no Default or Event of Default has occurred and is continuing.

Section 5. Reaffirmation of Guaranty. Each Guarantor hereby ratifies, confirms, and acknowledges that its obligations under the Guaranty are in full force and effect and that each Guarantor continues to unconditionally and irrevocably, jointly and severally, guarantee the full and punctual payment, when due, whether at stated maturity or earlier by acceleration or otherwise, of all of the Obligations, as such Obligations may have been amended by this Amendment. Each Guarantor hereby acknowledges that its execution and delivery of this Amendment does not indicate or establish an approval or consent requirement by the Guarantors in connection with the execution and delivery of amendments to the Credit Agreement or any of the other Credit Documents.

Section 6. Effect of Amendment.

(a) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender, the Issuing Lender or the Administrative Agent under any of the Credit Documents, nor, except as expressly provided herein, constitute a waiver or amendment of any provision of any of the Credit Documents.

(b) Upon and after the execution of this Amendment by each of the parties hereto, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Credit Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified hereby.

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(c) This Amendment is a Credit Document executed pursuant to the Credit Agreement and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions thereof.

(d) Except as specifically modified above, the Credit Agreement and the other Credit Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

Section 7. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND THE APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

Section 8. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Transmission by facsimile or other electronic means of an executed counterpart of this Amendment shall be deemed to constitute due and sufficient delivery of such counterpart.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective duly authorized officers as of the date first above written.


BORROWER:

PIONEER DRILLING COMPANY

By:		/s/ Lorne E. Phillips
Name:		Lorne E. Phillips
Title:		Executive Vice President and Chief Financial Officer

GUARANTORS:

PIONEER DRILLING SERVICES, LTD.
PIONEER PRODUCTION SERVICES, INC.
PIONEER WIRELINE SERVICES HOLDINGS, INC.
PIONEER WIRELINE SERVICES, LLC
PIONEER WELL SERVICES, LLC
PIONEER FISHING & RENTAL SERVICES, LLC
PIONEER GLOBAL HOLDINGS, INC.

Each by:		/s/ Lorne E. Phillips
Name:		Lorne E. Phillips
Title:		Executive Vice President and Chief Financial Officer