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): June 11, 2008
PIONEER DRILLING COMPANY
(Exact name of registrant as specified in its charter)
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| Texas
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1-8182
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74-2088619 |
| (State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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1250 N.E. Loop 410, Suite 1000, San Antonio, Texas
(Address of principal executive offices)
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78209
(Zip Code) |
Registrant’s telephone number, including area code: (210) 828-7689
(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 (see General Instruction
A.2. below):
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 1.01 Entry into a Material Definitive Agreement.
On June 5, 2008, Pioneer Drilling Company (the “Company”) filed a Current Report on
Form 8-K indicating that the Company did not timely provide certain certified financial statements
(the “Certified Financial Statements”) required by the Credit Agreement (the “Credit
Agreement”), dated as of February 29, 2008, among the Company, as borrower; each of the
financial institutions party thereto (collectively, the “Lenders”); and Wells Fargo Bank,
N.A., as administrative agent for the Lenders. Failure to timely provide the Certified Financial
Statements constituted a breach of, and default under, the Credit Agreement (the “Existing
Default”).
Effective June 11, 2008, the Company and the Lenders entered into a Waiver Agreement (the
“Waiver Agreement”) pursuant to which the Lenders agreed to waive the Existing Default
provided that the Company complies with the requirement to provide the Certified Financial
Statements on or before August 13, 2008. Pursuant to the Waiver Agreement, until the Company
provides the Certified Financial Statements, (1) the aggregate principal amount outstanding under
the Credit Agreement may not exceed $350 million at any time (provided, however, that the
commitment fee will continue to be calculated based on the total commitment of $400 million), and
(2) the per annum margin applicable to all amounts outstanding under the Credit Agreement will
increase from the current rate of 2.25% for Eurodollar rate borrowings and 1.25% for base rate
borrowings to 2.50% for Eurodollar rate borrowings and 1.50% for base rate borrowings. The Lenders
also agreed to waive the requirement that the Company make the required representations with
respect to the audited financial statements of the Company and certain of its subsidiaries dated as
of December 31, 2007, until the earlier of the date the Company provides the Certified Financial
Statements or August 13, 2008. In addition, the Company agreed to pay to the Lenders executing the
Waiver Agreement an amendment and consent fee equal to 0.02% of the aggregate amount of such
Lenders’ commitments under the Credit Agreement.
The foregoing summary of the Waiver Agreement does not purport to be complete and is qualified
in its entirety by reference to the text of the Waiver Agreement, a copy of which is attached as
Exhibit 10.1 to this report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 10.1 |
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Waiver Agreement, dated as of June 9, 2008, among Pioneer Drilling Company, the guarantors
party thereto, Wells Fargo Bank, N.A., as administrative agent, issuing lender and swing line
lender, and each of the other financial institutions party thereto. |