August 8, 2011
Via EDGAR and Courier
Securities and Exchange Commission
100 F Street NE
Washington, D.C. 20549
Attention: H. Roger Schwall
Assistant Director, Division of Corporation Finance
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Re:
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Dawson Geophysical Company |
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Registration Statement on Form S-4 |
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Filed July 20, 2011 |
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File No. 333-174843 |
Dear Mr. Schwall:
Dawson Geophysical Company (Dawson) has today electronically filed under the Securities
Exchange Act of 1933, as amended, Pre-Effective Amendment No. 2 (Amendment No. 2) to its
Registration Statement on Form S-4 (File No. 333-174843), originally filed on June 10, 2011 and
amended by Pre-Effective Amendment No. 1 on July 20, 2011 (as amended, the Registration
Statement). Set forth below are Dawsons responses to the comments contained in the letter from
the Staff (the Staff) of the Division of Corporation Finance of the Securities and Exchange
Commission (the Commission), dated August 4, 2011, with respect to the Registration Statement.
Enclosed with this letter, please also find a copy of Amendment No. 2, marked to show changes from
the Registration Statement as filed on July 20, 2011.
For your convenience, we have repeated each comment of the Staff in bold face type exactly as
given in the comment letter and set forth below such comment is our response. The headings and
numbered paragraphs below correspond to the headings and numbered paragraphs of the Staff comment
letter.
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August 8, 2011
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In response to the Staffs comment, please see the revised disclosure on page 71 of the
marked version of Amendment No. 2. |
Questions and Answers About the Merger, page vi
5. |
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We note your response to prior comment 14. Please revise your disclosure at pages xii and 7
to clarify that if any of the merger conditions described in the preceding bullet points fail
to occur and the condition is not waived, the merger will not be consummated and the merger
will terminate. |
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In response to the Staffs comment, please see the revised disclosure on pages xii and 7 of the marked version of Amendment No. 2. |
6. |
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Wherever you discuss the condition providing for the receipt of reconfirmation from the
financial advisor, make clear that the condition provides TGC shareholders with little or no
protection insofar as (1) the condition may be waived with no consequences and (2) the merger
would then be consummated even if its terms would no longer be found fair to TGC or its
shareholders. In the alternative, explain to us why that is not the case. |
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In response to the Staffs comment, please see the revised disclosure on pages xii and 7 of the
marked version of Amendment No. 2. |
The Merger, page 49
Certain Information Provided by the Parties, page 66
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You are responsible for providing disclosure which is both accurate and complete. Therefore,
please revise to eliminate the new disclaimer language at pages 67 and 69 which suggests that
you are not responsible for the accuracy or completeness of the prospective information you
provide. |
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In response to the Staffs comment, please see the revised disclaimer language on pages 72
and 74 of the marked version of Amendment No. 2. |
Opinion of Dawsons Financial Advisor, page 69
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Notwithstanding your response to prior comments 18 and 19, you indicate at pages 70 and 75
that each summary is qualified in its entirety by reference to the full text of the
respective opinion. Please revise or advise. |
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In response to the Staffs comment, please see the revised disclosure on pages 75 and 81
of the marked version of Amendment No. 2. |
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August 8, 2011
9. |
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In your discussion of Raymond James transaction premium analysis at page 73, please revise
to clarify that only six of the 19 merger and acquisition transactions referenced were in the
energy sector. Also make sure that you accurately cite the referenced period in the tables
you provide, where it appears that four weeks rather than one month was the period in each
case. |
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In response to the Staffs comment, please see the
revised disclosure on pages 78 and 79 of the marked version of Amendment No. 2. |
Opinion of TGCs Financial Advisor, page 75
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We refer you to prior comment 21. You now disclose that although the referenced ratio fell
outside of the implied exchange ratio range, the analysis did not take into consideration the
potential value creation of the merger, and the results of this analysis are not necessarily
indicative of the contributions... Revise to discuss in necessary detail what you mean when
you cite the potential value creation of the merger in this context and to clarify the
relevance of that potential vis-à-vis deal fairness to TGC shareholders. |
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In response to the Staffs comment, please see the
revised disclosure on page 88 of the
marked version of Amendment No. 2. |
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You disclose on page 53 that (1) in February the board discussed different types of
collars, (2) representatives of Southwest Securities participated in the meeting, and (3)
the advisors were directed to pursue a collar with certain specified characteristics. If
material, please summarize in necessary detail the particulars of Southwest Securities collar
analysis, including but not limited to any opinion it rendered as to the fairness of the
agreed upon collar. See Item 4(b) of Form S-4 and Item 1015(b)(6) of Regulation S-K. If you
do not believe that its analysis and opinion were materially related to the transaction,
please explain your conclusion to us. |
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In response to the Staffs comment, please see the
additional disclosure on pages 58 and 59 of the
marked version of Amendment No. 2. |
Material U.S. Federal Income Tax Consequences of the Merger, page 120
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We refer you to prior comments 12 and 13. It appears that you have provided short form
opinions which indicate that the disclosure in this section constitutes the firms opinion.
However, in this section you refer to opinions to be received in the future as a condition to
the merger, and then discuss the tax consequences [a]ssuming that the merger qualifies as a
reorganization for Section 368(a) purposes. We therefore reissue prior comment 13, insofar
as counsel does not appear to have opined on the tax consequences based on the facts of the
contemplated transaction. You will need to obtain and file appropriate opinions |
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August 8, 2011
In response to the closing comments of the Staffs comment letter, Dawson has advised us, and
has authorized us to hereby acknowledge on its behalf, in connection with its response to the
Staffs comments, that:
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should the Commission or the Staff, acting pursuant to delegated authority, declare
the filing effective, it does not foreclose the Commission from taking any action with
respect to the filing; |
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the action of the Commission or the Staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve Dawson from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and |
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Dawson may not assert Staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States. |
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