Item 1.03
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Bankruptcy or Receivership.
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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, Pioneers 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
Pioneers 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 Companys 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 Companys 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 Companys ability to consummate the transactions contemplated by the RSA, (vii) the potential adverse effects of the Cases on the Companys liquidity or results of operations, (viii) the ability to operate the Companys
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 Companys control; (x) increased legal costs to execute the Companys reorganization, and other risks
and uncertainties, (xi) the Companys ability to maintain contracts, trade credit and other customer and/or vendor relationships that are essential to the Companys operations, and (xii) the Companys 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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