Item 1.03 Bankruptcy or Receivership.
As previously disclosed, Pioneer Energy Services Corp. ("Pioneer" or the
"Company") and its affiliates, Pioneer Coiled Tubing Services, LLC, Pioneer
Drilling Services, Ltd., Pioneer Fishing & Rental Services, LLC, Pioneer Global
Holdings, Inc., Pioneer Production Services, Inc., Pioneer Services Holdings,
LLC, Pioneer Well Services, LLC, Pioneer Wireline Services Holdings, Inc. and
Pioneer Wireline Services, LLC filed voluntary petitions for relief under Title
11 of the United States Code (the "Cases") in the United States Bankruptcy Court
for the Southern District of Texas (the "Bankruptcy Court") and filed the
prepackaged Chapter 11 plan of reorganization (the "Plan") with the Bankruptcy
Court.
On May 11, 2020, the Bankruptcy Court entered an order, Docket No. 331 (the
"Confirmation Order") confirming the Plan. A copy of the Confirmation Order with
a copy of the Plan as confirmed attached thereto, is attached as Exhibit 2.1 to
this Current Report on Form 8-K and is incorporated herein by reference.
Pioneer expects that the effective date of the Plan (as defined in the Plan, the
"Effective Date") will occur after all conditions precedent to the Plan have
been satisfied. Although we are targeting occurrence of the Effective Date as
soon as reasonably practicable, we can make no assurances as to when, or
ultimately if, the Plan will become effective. It is also possible that
technical amendments could be made to the Plan prior to the Effective Date.
Pursuant to the Plan, Pioneer's common stock outstanding immediately before the
Effective Date will be canceled and of no further force or effect after the
Effective Date. As of March 31, 2020, the Company had 79,579,571 shares of
common stock outstanding.
The organizational documents of the reorganized Pioneer will become effective on
the Effective Date, and will authorize the reorganized Pioneer to issue shares
of new common stock pursuant to the Plan, including to holders of existing
shares of common stock, in the amounts, and on the terms, set forth in the Plan.
Information regarding the assets and liabilities of Pioneer as of the most
recent practicable date is hereby incorporated by reference to Pioneer's Annual
Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on
March 6, 2020, as amended by Form 10-K/A, filed with the SEC on April 28, 2020.
Statements contained in this current report that express a belief, expectation
or intention, as well as those that are not historical fact, are forward-looking
statements made in good faith that are subject to risks, uncertainties and
assumptions. These forward-looking statements are based on our current beliefs,
intentions, and expectations. Any statements that express, or involve
discussions as to, expectations, beliefs, plans, objectives, assumptions, future
events or performance (often, but not always identifiable by the use of the
words or phrases such as "will result," "expects to," "will continue,"
"anticipates," "plans, "intends," "estimated," "projects," and "outlook") are
not historical facts and may be forward-looking and, accordingly, such
statements involve estimates, assumptions and uncertainties which could cause
actual results to differ materially from those expressed in these
forward-looking statements. Our actual results, performance or achievements
could differ materially from those we express in the foregoing discussion as a
result of a variety of factors. We have discussed many of these factors in more
detail in our Annual Report on Form 10-K for the year ended December 31, 2019,
as amended by Form 10-K/A for the year ended December 31, 2019, including under
the heading "Risk Factors" in Item 1A. In addition, our actual results could be
affected by the risks and uncertainties relating to the bankruptcy filing by the
Company, including but not limited to, (i) the Company's ability to obtain
Bankruptcy Court approval with respect to motions in the Cases, (ii) the ability
of the Company and its subsidiaries to consummate the transactions contemplated
by the restructuring support agreement (the "RSA") with respect to the Cases,
(iii) the effects of the Company's bankruptcy filing on the Company and on the
interests of various constituents, (iv) Bankruptcy Court rulings in the Cases
and the outcome of the Cases in general, (v) the length of time the Company will
operate under the Cases, (vi) risks associated with third party motions in the
Cases, which may interfere with the Company's ability to consummate the
transactions contemplated by the RSA, (vii) the potential adverse effects of the
Cases on the Company's liquidity or results of operations, (viii) the ability to
operate the Company's business and consummate the transactions contemplated by
the RSA, (ix) the transactions contemplated by the debtor-in-possession
financing facility, and the RSA being subject to closing conditions, which
conditions may not be satisfied for various reasons, including for reasons
outside of the Company's control; (x) increased legal costs to execute the
Company's reorganization, and other risks and uncertainties, (xi) the Company's
ability to maintain contracts, trade credit and other customer and/or vendor
relationships that are essential to the Company's operations, and (xii) the
Company's ability to retain key executives and employees. These factors are not
necessarily all the important factors that could affect us. Other unpredictable
or unknown factors could also have material adverse effects on actual results of
matters that are the subject of our forward-looking statements. All
forward-looking statements speak only as of the date on which they are made and
we undertake no obligation to publicly update or revise any forward-looking
statements whether as a result of new information, future events or otherwise.
We advise readers that they should (1) recognize that important factors not
referred to above could affect the accuracy of our forward-looking statements
and (2) use caution and common sense when considering our forward-looking
statements.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
2.1 Order of the Bankruptcy Court, dated May 11, 2020, confirming Pioneer's
Joint Prepackaged Plan of Reorganization under the Bankruptcy Code,
together with such Joint Prepackaged Plan of Reorganization.
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