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United States securities and exchange commission logo
July 26, 2023
Stephen Jumper
Chief Executive Officer
Dawson Geophysical Company
508 West Wall, Suite 800
Midland, TX 79701
Re: Dawson Geophysical
Company
Preliminary Proxy
Statement on Schedule 14A
Filed June 29, 2023
File No. 001-32472
Dear Stephen Jumper:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed June 29, 2023
Background of the Acquisition, page 16
1. Please revise your
Background of the Acquisition to ensure that you describe all
discussions, meetings,
contacts and reports among the parties, the special committee, and
any legal and/or
financial advisors regarding the current transaction. For example, expand
this section to
describe in greater detail your negotiations in early 2022 as well as any
negotiations which
occurred before that timeframe. In this regard, we note the merger
agreement by and among
Dawson, Wilks Brothers, LLC and WB Acquisitions Inc. in
October 2021 and that
stockholders did not vote to approve the transaction in March
2022. Please revise the
Background of the Acquisition to clarify when the negotiations of
the current transaction
began relative to the merger agreement negotiations in 2021 and
the stockholder vote in
2022, including whether the current transaction was discussed as
an alternative during
the merger agreement negotiations. In addition, if other alternative
Stephen Jumper
Dawson Geophysical Company
July 26, 2023
Page 2
transactions were considered during your negotiations of the current
transaction, please
disclose.
General
2. We note that if the Conversion Proposal is not approved, you would not be
able to issue
the Conversion Shares to Wilks, and the outstanding principal amount of
the Convertible
Note would become due and payable in cash on June 30, 2024. Please expand
your
discussion to describe the significance of these potential payment
obligations.
Specifically, please address the size of the payment that would be due
relative to your
current financial condition and the consequences to stockholders if you
are unable to meet
the payment obligations under the promissory note.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Cheryl Brown, Staff Attorney, at (202) 551-3905 or
Daniel Morris,
Legal Branch Chief, at (202) 551-3314 with any questions.
Sincerely,
FirstName LastNameStephen Jumper
Division of
Corporation Finance
Comapany NameDawson Geophysical Company
Office of Energy &
Transportation
July 26, 2023 Page 2
cc: Grant Everett
FirstName LastName