Dawson Geophysical Company (NasdaqGS:DWSN) entered into an Asset Purchase Agreement to acquire Substantially all assets related to seismic data acquisition services of Breckenridge Geophysical for $11.9 million on March 24, 2023. The consideration consists of, Dawson Geophysical delivered to Wilks an aggregate amount of 1,188,235 newly-issued shares of common stock of the Company and convertible promissory note in the principal amount of $9.88 million payable on or after June 30, 2024 that, upon the terms and subject to the conditions described therein, will automatically convert into 5,811,765 newly-issued shares of common stock of Dawson Geophysical. In addition, the Consideration is subject to a customary post-closing cash adjustment. The acquisition excludes multi-client data library. The parties plan to begin integration of the acquired assets and business into Dawson?s operations as soon as possible.

The Purchase Agreement was approved by an independent special committee of Dawson Geophysical's Board of Directors consisting entirely of independent directors. Houlihan Lokey Capital, Inc. delivered an opinion to the effect that, as of the date thereof and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations set forth therein, the Consideration to be paid pursuant to the Purchase Agreement is fair to the Company from a financial point of view.

Houlihan Lokey Capital, Inc. acted as financial advisor to the Special Committee of Dawson Geophysical Company. Corey C. Brown and Adam K. Nalley of Porter Hedges LLP and Grant Everett of Baker Botts L.L.P. acted as legal advisor to Dawson Geophysical. David Lange, Andrew Betaque, Steve Flores, Charlie Haag, Steve Stodghill, Shane Blackstone of Winston & Strawn LLP acted as legal advisor to Breckenridge Geophysical. FTI Consulting, Inc. (NYSE:FCN) acted as financial advisor to Dawson Geophysical Company (NasdaqGS:DWSN)

Dawson Geophysical Company (NasdaqGS:DWSN) completed the acquisition of Substantially all assets related to seismic data acquisition services of Breckenridge Geophysical on March 24, 2023. As reported on June 7, 2023 for the year ending December, 2022 Breckenridge has recognized revenues of $0.017477 million, total assets of $8.131071 million, Net income of $1.868822 million and total equity of $7.694475 million.