3//SEC Filing
UNION DRILLING INC 3
Accession 0001181431-12-058820
CIK 0001133260operating
Filed
Nov 14, 7:00 PM ET
Accepted
Nov 15, 4:12 PM ET
Size
8.0 KB
Accession
0001181431-12-058820
Insider Transaction Report
Form 3
Sidewinder Drilling Inc.
10% Owner
Holdings
- 1,000
Common Stock
Footnotes (5)
- [F1]This Reporting Person is filing this Form 3 on behalf of itself and Fastball Acquisition Inc., a Delaware corporation and wholly-owned subsidiary of the Reporting Person ("Merger Sub"). In accordance with the Agreement and Plan of Merger, dated as of September 24, 2012 (as amended, the "Merger Agreement"), among Sidewinder Drilling Inc., a Delaware corporation ("Sidewinder"), Merger Sub, and Union Drilling, Inc. ("Union Drilling"), on October 5, 2012, Merger Sub commenced a tender offer to acquire all of the outstanding shares common stock, par value $0.01 per share ("Shares") of Union Drilling, at a price of $6.50 per Share, in cash without interest, upon the terms and subject to the conditions set forth in the offer to purchase, dated October 5, 2012, (Continued in Footnote 2)
- [F2](Continued from Footnote 1) and the related letter of transmittal, included as exhibits to the Tender Offer Statement on Schedule TO filed by Sidewinder and Merger Sub with the SEC on October 5, 2012 (File No. 005-81452) (such offer to purchase together with such letter of transmittal, in each case as amended or supplemented, the "Offer").
- [F3]The Offer expired at 12:00 midnight, New York City time, at the end of the day on Friday, November 2, 2012 (the "Expiration Date"), as scheduled, and was not extended. Computershare Trust Company, N.A., the depositary for the Offer, informed Sidewinder that, as of the Expiration Date, a total of 16,405,542 Shares (including 176,042 Shares subject to guaranteed delivery procedures as described in the Offer) were validly tendered and not validly withdrawn, representing approximately 76.67% of the Shares then outstanding on a fully diluted basis (as determined pursuant to the Merger Agreement). On November 5, 2012, Merger Sub accepted for payment and paid for all such Shares validly tendered and not withdrawn pursuant to the Offer on or prior to the Expiration Date (such Shares, the "Tendered Shares").
- [F4]On November 5, 2012, after Merger Sub had paid for all of the Tendered Shares, Steven A. Webster, Lucky Star Ltd. and Wolf Marine, S.A. contributed an aggregate of 3,234,256 Shares to Sidewinder in exchange for a number of shares of Sidewinder's Series A Convertible Preferred Stock, par value $.01 per share ("Sidewinder Shares"), equal to .000590909 multiplied by the number of contributed Shares, representing an aggregate of 1,911.151 Sidewinder Shares (such transaction, the "Rollover Contribution"). After the execution of the Rollover Contribution, on November 5, 2012, Sidewinder and Merger Sub effected a short-form merger with Union Drilling under Delaware law, pursuant to which Union Drilling became a wholly-owned subsidiary of Sidewinder (the "Merger"). (Continued in Footnote 5)
- [F5](Continued from Footnote 4) As a result of the Merger, each of the remaining outstanding Shares (except for Shares that were owned by any of Sidewinder, Merger Sub, Union Drilling or any of their direct or indirect wholly-owned subsidiaries and the Shares held by stockholders who are entitled to demand, and who properly perfected, their appraisal rights with respect to such Shares) was converted into the right to receive the same $6.50 in cash per Share, without interest and less any applicable withholding taxes, that was paid in the Offer, and each of the 1,000 shares of common stock, par value $0.01, of Merger Sub that was issued and outstanding immediately prior to the Merger was converted into one share of common stock, par value $0.01 per share, of Union Drilling, as the surviving corporation of the Merger. Sidewinder now owns 1000 shares of common stock of Union Drilling, representing 100% of the issued and outstanding shares of common stock of Union Drilling.
Documents
Issuer
UNION DRILLING INC
CIK 0001133260
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001133260
Filing Metadata
- Form type
- 3
- Filed
- Nov 14, 7:00 PM ET
- Accepted
- Nov 15, 4:12 PM ET
- Size
- 8.0 KB