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SUBSEQUENT EVENT
12 Months Ended
Dec. 31, 2014
SUBSEQUENT EVENT  
SUBSEQUENT EVENT

NOTE M — SUBSEQUENT EVENT

 

On February 11, 2015, pursuant to the previously announced Merger Agreement, Merger Sub was merged with and into Legacy Dawson with Legacy Dawson continuing after the Merger as the surviving entity and a wholly-owned subsidiary of the Company. At the Effective Time, without any action on the part of any shareholder, each issued and outstanding share of Legacy Dawson Common Stock, including shares underlying Legacy Dawson’s outstanding equity awards, was converted into the right to receive 1.760 shares of common stock of the Company Common Stock, after giving effect to the Reverse Stock Split. In connection with the Merger, Legacy Dawson changed its name to “Dawson Operating Company” and the Company changed its name to “Dawson Geophysical Company.” As a result of the Merger, the former shareholders of Legacy Dawson received shares of Company Common Stock representing approximately 66% of the outstanding shares of the Company after the Merger and the Company’s shareholders retained approximately 34% of the outstanding shares of Company Common Stock after the Merger.

 

Beginning with the Quarterly Report on Form 10-Q for the quarter ending March 31, 2015, post-combination Dawson Geophysical Company will report on a consolidated basis representing the combined operations of Legacy TGC and Legacy Dawson and their respective subsidiaries.  The quarter ending March 31, 2015 will be the first quarterly reporting period following the combination of Legacy TGC and Legacy Dawson, which was consummated on February 11, 2015.  Because Legacy Dawson was deemed the accounting acquirer under U.S. GAAP, the historical financial statements of Legacy Dawson will be treated as the historical financial statements of the combined company in post-combination Dawson Geophysical Company’s future reports.