0000899243-20-014859.txt : 20200602 0000899243-20-014859.hdr.sgml : 20200602 20200602135737 ACCESSION NUMBER: 0000899243-20-014859 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200529 FILED AS OF DATE: 20200602 DATE AS OF CHANGE: 20200602 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LOCKE STACY CENTRAL INDEX KEY: 0001185173 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08182 FILM NUMBER: 20936483 MAIL ADDRESS: STREET 1: 601 CONTOUR DRIVE CITY: SAN ANTONIO STATE: TX ZIP: 78212 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PIONEER ENERGY SERVICES CORP CENTRAL INDEX KEY: 0000320575 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 742088619 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1250 N.E. LOOP 410 STREET 2: SUITE 1000 CITY: SAN ANTONIO STATE: TX ZIP: 78209 BUSINESS PHONE: 2108287689 MAIL ADDRESS: STREET 1: 1250 N.E. LOOP 410 STREET 2: SUITE 1000 CITY: SAN ANTONIO STATE: TX ZIP: 78209 FORMER COMPANY: FORMER CONFORMED NAME: PIONEER DRILLING CO DATE OF NAME CHANGE: 20011102 FORMER COMPANY: FORMER CONFORMED NAME: SOUTH TEXAS DRILLING & EXPLORATION INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SOUTH TEXAS DRILLING CO DATE OF NAME CHANGE: 19810715 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-05-29 0 0000320575 PIONEER ENERGY SERVICES CORP * 0001185173 LOCKE STACY 1250 N E LOOP 410 #1000 SAN ANTONIO TX 78209 1 1 0 0 President & CEO Common Stock 2020-05-29 4 D 0 1375214 D 0 D Common Stock 2020-05-29 4 D 0 25000 D 0 I By 2010 Trust Common Stock 2020-05-29 4 D 0 180334 D 0 I By Locke Children's Trust Common Stock 2020-05-29 4 A 0 942 A 942 D Common Stock 2020-05-29 4 A 0 2031 A 2973 D Common Stock 2020-05-29 4 F 0 494 19.12 D 2479 D Common Stock 2020-05-29 4 A 0 17 A 17 I By 2010 Trust Common Stock 2020-05-29 4 A 0 124 A 124 I By Locke Children's Trust 5.00% Convertible Senior Unsecured Payment-In-Kind Notes due 2020-05-29 4 A 0 87075 A Common Stock 87075 87075 D On March 1, 2020, Pioneer Energy Services Corp. (the "Issuer") and its subsidiaries, (collectively, with the Issuer, the "Debtors"), filed voluntary petitions in the United States Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court") seeking relief under the provisions of Chapter 11 of Title 11 of the United States Bankruptcy Code. Debtors also filed a 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. On May 29, 2020 (the "Effective Date"), the Debtors emerged from bankruptcy and the Plan became effective pursuant to its terms. On the Effective Date, and pursuant to the Plan, all outstanding shares of the Issuer's common stock, par value $0.10 (the "Old Shares") were exchanged for new shares of the Issuer's common stock, $0.001 par value per share (the "New Shares") at the conversion rate of 0.0006849838 New Shares for each Old Share. The receipt of New Shares was involuntary, without additional consideration and in accordance with the Plan approved by the Bankruptcy Court. These shares are owned by the Wm Stacy Locke Trust of 2010 (the "2010 Trust"). The Reporting Person is the sole trustee and primary beneficiary of the 2010 Trust. These shares are owned by The Stacy and Aimee Locke Children's Trust of 2012 (the "Locke Children's Trust"). The Reporting Person's spouse is the trustee of the Locke Children's Trust. In connection with the Plan becoming effective, all unvested equity awards for Old Shares granted under the Pioneer Energy Services Corp. Amended and Restated 2007 Incentive Plan (the "2007 Incentive Plan") that were held by any director or employee of the Issuer on the Effective Date vested and became New Shares at the conversion rate of 0.0006849838 New Shares for each Old Share. On the Effective Date, the Reporting Person held 2,965,292 Old Shares pursuant to unvested equity award grants under the 2007 Incentive Plan, all of which had their vesting accelerate and convert into New Shares, which consisted of: (i) 885,094 and 1,659,740 performance phantom award shares granted on January 25, 2018 and January 24, 2019, respectively, (Continued from Footnote 5) which vested at the maximum multiple of two times the number of units granted due to the change in control of Issuer; (ii) 165,974 time based phantom award shares granted on January 24, 2019 and (iii) 88,510 and 165,974 time based restricted stock units granted on January 25, 2018 and January 24, 2019, respectively. Number of shares includes New Shares withheld by the Issuer to pay for the applicable withholding tax due upon vesting of these equity awards as described in footnote 7. These New Shares were withheld by the Issuer to pay for the applicable withholding tax due upon vesting of the equity awards described in footnotes 5 and 6. In accordance with the Plan, holders of the Issuer's Old Shares and existing senior unsecured notes were granted the right to participate in a rights offering (the "Rights Offering") on a pro rata basis for the purchase of unsecured convertible bonds to be issued by the reorganized Issuer (the "New Convertible Bonds"). The New Convertible Bonds will mature in 5 years and 6 months from the Effective Date and bear payable-in-kind interest at 5%. Holders of the New Convertible Bonds are entitled to vote upon all matters upon which holders of any class or classes of common stock of the Issuer have the right to vote, and the number of votes represented by each New Convertible Bond is equal to the largest number of whole shares of New Shares (rounded down to the nearest whole share) into which such New Convertible Bond may be converted. (Continued from Footnote 8) The Reporting Person did not purchase any New Convertible Bonds under the Rights Offering. However, certain members of the Issuer's management, including the Reporting Person, committed to purchase a portion of the New Convertible Bonds not otherwise purchased in the Rights Offering pursuant to a backstop commitment agreement (the "Backstop Agreement"). In accordance with the terms of the Backstop Agreement, the Reporting Person purchased $1,075,000 principal amount of the New Convertible Bonds and received a commitment premium of $86,000 principal amount of the New Convertible Bonds as consideration for entering into the Backstop Agreement. The New Convertible Bonds are convertible into New Shares at a conversion rate of 75 New Shares per $1,000 of New Convertible Bonds, subject to customary anti-dilution adjustments. The New Convertible Bonds will be convertible at any time in whole or in part at the option of the holder thereof, mandatorily on the maturity date (provided that if the New Shares issuable upon conversion have a value less than the face amount of a New Convertible Bond at such time, the Issuer is obligated to pay the face amount thereof in cash) or, if earlier, at the Issuer's election upon the occurrence of a Merger Event (as defined in the indenture pursuant to which the New Convertible Bonds were issued). * The Company is not currently listed on any exchange or on the OTC market and therefore does not have a symbol. Bryce Seki, Attorney-in-fact for Wm.Stacy Locke 2020-06-02