- Written communication by the subject company relating to a third party tender offer (SC14D9C)
April 22 2011 - 4:14PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION
STATEMENT UNDER SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
BRONCO DRILLING COMPANY, INC.
(
Name of Subject Company
)
BRONCO DRILLING COMPANY, INC.
(
Names of Persons Filing Statement
)
Common Stock, $0.01 par value per share
(
Title of Class of Securities
)
112211107
(CUSIP Number of Class of Securities)
D. Frank Harrison
Chairman of the Board and
Chief Executive Officer
Bronco Drilling Company, Inc.
16217 North May Avenue
Edmond, Oklahoma 73013
(405) 242-4444
(
Name, address and telephone numbers of person authorized to receive notices and communications on behalf of the persons filing statement
)
With copies to:
William T. Heller IV
Thompson & Knight LLP
333 Clay Street, Suite 3300
Houston, Texas 77002
(713) 654-8111
þ
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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): April 22, 2011 (April 18, 2011)
BRONCO DRILLING COMPANY, INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
000-51471
|
|
20-2902156
|
|
|
|
|
|
(State or other jurisdiction
of incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.)
|
|
|
|
16217 North May Avenue
Edmond, Oklahoma
|
|
73013
|
|
|
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrants telephone number, including area code:
(405) 242-4444
(Former name or former address, if changed since last report.)
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:
o
|
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
o
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
o
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
o
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Item 8.01 Other Events.
On April 14, 2011, Bronco Drilling Company, Inc., a Delaware corporation (the Company),
entered into an Agreement and Plan of Merger (the Merger Agreement) with Chesapeake Energy
Corporation, an Oklahoma corporation (Chesapeake), and Nomac Acquisition, Inc., a Delaware
corporation and an indirect wholly owned subsidiary of Chesapeake (Merger Sub), pursuant to which
(i) Merger Sub has agreed to commence a cash tender offer (the Offer) to purchase all of the
issued and outstanding shares of common stock of the Company; and (ii) following the consummation
of the Offer, (a) if Merger Sub, Chesapeake or any of their subsidiaries hold, in the aggregate, at
least 90% of the total outstanding shares of common stock, par value $0.01 per share, of the
Company, the parties will cause the merger of Merger Sub with and into the Company to become
effective without a meeting of the stockholders of the Company in accordance with Section 253 of
the General Corporation Law of the State of Delaware or (b) if stockholder adoption of the Merger
Agreement is required under Delaware law, the Company will hold a meeting of its stockholders for
the purpose of adopting the Merger Agreement and the parties will cause the merger of Merger Sub
with and into the Company following such adoption (in each such case, the Merger). After the
Merger, the Company will continue to exist as a wholly owned subsidiary of Chesapeake.
Consummation of the Offer and the Merger is subject to the satisfaction or waiver of a number of
customary closing conditions including, among others, the absence of injunctions or orders
permanently restraining, enjoining or otherwise prohibiting the Offer or the Merger.
On each of April 18, 2011 and April 19, 2011, the Company was served with a purported class
action lawsuit filed in the District Court of Oklahoma County, Oklahoma against the Company,
current members of the Companys Board of Directors, including its Chief Executive Officer (the
Individual Defendants), and Chesapeake (collectively, the Oklahoma Suits). On April 20, 2011,
the Company was served with a purported class action lawsuit filed in the Court of Chancery of the
State of Delaware against the Company, the Individual Defendants, Chesapeake and Merger Sub (the
Delaware Suit and together with the Oklahoma Suits, the Class Actions). The Class Actions,
each brought by a purported stockholder of the Company, seek certification of a class of all of
holders of the Companys common stock and allege, among other things, (1) the Individual Defendants
have breached and continue to breach their fiduciary duties to the plaintiff and the other
stockholders of the Company, (2) the Offer and the Merger are unfair to the public stockholders of
the Company as the proposed transactions underestimate the value of the Company, (3) the Individual
Defendants are pursuing a course of conduct that does not maximize the value of the Company, and
(4) Chesapeake and Merger Sub aided and abetted the breaches of duties by the Individual
Defendants. The Class Actions seek, among other things, an injunction prohibiting consummation of
the Offer and the Merger, attorneys fees and expenses, and rescission or damages in the event the
proposed transactions are consummated. The Company believes the Class Actions are entirely without
merit and intends to defend against them vigorously.
If additional similar lawsuits are filed or the pleadings referenced above are amended, the
Company does not intend to announce the filing of any similar suits or amendments unless they
contain allegations that are substantially distinct from those made in the pending actions.
Notice to Investors
This Form 8-K is neither an offer to purchase nor a solicitation of an offer to sell any
securities. The tender offer for the outstanding shares of the Companys common stock described in
this Form 8-K has not commenced. At the time the expected tender offer is commenced, Chesapeake or
a wholly owned subsidiary of Chesapeake will file a tender offer statement on Schedule TO with the
U.S. Securities and Exchange Commission (SEC), and the Company will file a
solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. Investors
and stockholders of the Company are strongly advised to read the tender offer statement (including
the offer to purchase, letter of transmittal and other offer documents) and the related
solicitation/recommendation statement because they will contain important information. When
available, the offer to purchase, the related letter of transmittal and certain other offer
documents, as well as the solicitation/recommendation statement, will be made available to all
stockholders of the Company at no expense to them. These documents will also be available at no
charge from the SECs website at www.sec.gov. In addition, investors and stockholders of the
Company will be able to obtain a free copy of these documents (when they become available) from the
Company by contacting Bronco Drilling Company, Inc. at 16217 N. May Ave., Edmond, OK 73013,
attention: Investor Relations.
Forward Looking Statements
This Form 8-K contains, among other things, certain statements of a forward-looking nature.
Such 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 statement. These factors include, but are not limited to, (1) the occurrence of any
event, change or other circumstance that could give rise to the termination of the Merger
Agreement; (2) successful completion of the proposed transactions on a timely basis; (3) the impact
of regulatory reviews on the proposed transactions; (4) the outcome of any legal proceedings that
may be instituted against one or both of Chesapeake and the Company and others following the
announcement of the proposed transactions; (5) risks that the proposed transactions disrupt current
plans and operations and the potential difficulties in employee retention as a result of the
transactions; and (6) other risks and uncertainties described in documents filed with the SEC by
the Company, as well as the tender offer documents to be filed by Chesapeake and Merger Sub and the
solicitation/recommendation statement to be filed by the Company.
Many of the factors that will determine the outcome of the subject matter of this Form 8-K are
beyond the Companys ability to control or predict. Except to the extent required by applicable
law, the Company 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 results or otherwise.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
|
BRONCO DRILLING COMPANY, INC.
|
|
Date: April 22, 2011
|
By:
|
/s/
Matthew S. Porter
|
|
|
|
Matthew S. Porter
|
|
|
|
Chief Financial Officer
|
|
|
Bronco Drilling Company, Inc. (MM) (NASDAQ:BRNC)
Historical Stock Chart
From Aug 2024 to Sep 2024
Bronco Drilling Company, Inc. (MM) (NASDAQ:BRNC)
Historical Stock Chart
From Sep 2023 to Sep 2024