Banking Recap

M&A Transaction Announced

This deal involves the acquisition by Dawson Geophysical Company of certain assets of Breckenridge Geophysical, LLC. The transaction is structured as an asset purchase in which the consideration takes the form of equity plus a convertible note, falling under the M&A product group. No sector classification was provided in the facts block, and the disclosed value of the transaction is not stated in the source document.

Mar 24, 2023·SEC EDGAR (8-K)·pending regulatory·asset purchase (equity + convertible note consideration)

The information for this briefing is sourced from a single SEC filing: an 8-K filed with SEC EDGAR and published on March 24, 2023. The deal's current status is pending regulatory approval.

On the financial advisory side, Houlihan Lokey Capital, Inc. acted as financial advisor to the Special Committee on the acquirer's side. Houlihan Lokey delivered a fairness opinion to the effect that, as of the date of the opinion and subject to the assumptions, procedures, and qualifications set out in it, the consideration to be paid under the purchase agreement is fair to the company from a financial point of view. No lead designation was specified for Houlihan Lokey in the facts block, and no other financial advisors were identified on either side of the transaction.

No legal advisors were identified in the facts block for this transaction on either the target or acquirer side.

Beyond the equity-plus-convertible-note structure of the consideration, no further detail on the deal's structure or terms, such as a breakdown of the relative proportions of equity versus convertible note consideration, was disclosed in the facts block.

Several material facts are not disclosed in the source material. The overall transaction value is not stated. No target or acquirer entity names beyond Breckenridge Geophysical, LLC and Dawson Geophysical Company are given with role labels (the facts block does not explicitly name a "target" versus "acquirer" field for this deal), and no sector is specified. No legal advisors are named for either party, and there is no information on an expected closing date or on further conditions to closing beyond the pending-regulatory status.