NEWPARK RESOURCES, INC. (NYSE:NR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
Purchase Agreement
On November 29, 2016, Newpark Resources, Inc. (the Company)
entered into a purchase agreement (the Purchase Agreement) with
Credit Suisse Securities (USA) LLC, as representative of the
initial purchasers named therein (collectively, the Initial
Purchasers), to which the Company agreed to sell $100,000,000
aggregate principal amount of its 4.00% Convertible Senior Notes
due 2021 (the Notes) in a private placement (the Offering)
conducted to Rule 144A under the Securities Act of 1933, as
amended (the Securities Act), including $12,500,000 aggregate
principal amount of the Companys Notes to an option granted to
the Initial Purchasers, which option was exercised in full. The
Offering was consummated on December 5, 2016. The net proceeds to
the Company were approximately $96.6 million, after deducting the
Initial Purchasers discounts and commissions and estimated
offering expenses, which net proceeds were used to retire
existing indebtedness and for general corporate purposes.
entered into a purchase agreement (the Purchase Agreement) with
Credit Suisse Securities (USA) LLC, as representative of the
initial purchasers named therein (collectively, the Initial
Purchasers), to which the Company agreed to sell $100,000,000
aggregate principal amount of its 4.00% Convertible Senior Notes
due 2021 (the Notes) in a private placement (the Offering)
conducted to Rule 144A under the Securities Act of 1933, as
amended (the Securities Act), including $12,500,000 aggregate
principal amount of the Companys Notes to an option granted to
the Initial Purchasers, which option was exercised in full. The
Offering was consummated on December 5, 2016. The net proceeds to
the Company were approximately $96.6 million, after deducting the
Initial Purchasers discounts and commissions and estimated
offering expenses, which net proceeds were used to retire
existing indebtedness and for general corporate purposes.
Certain of the Initial Purchasers or their affiliates have
performed commercial banking, investment banking or advisory
services for the Company from time to time for which they have
received customary fees and commissions. The Initial Purchasers
may, from time to time, engage in transactions with and perform
services for the Company in the ordinary course of their business
for which they may receive customary fees and commissions.
performed commercial banking, investment banking or advisory
services for the Company from time to time for which they have
received customary fees and commissions. The Initial Purchasers
may, from time to time, engage in transactions with and perform
services for the Company in the ordinary course of their business
for which they may receive customary fees and commissions.
The Purchase Agreement contains customary representations and
warranties of the parties and indemnification and contribution
provisions under which the Company, on the one hand, and the
Initial Purchasers, on the other, have agreed to indemnify each
other against certain liabilities, including liabilities under
the Securities Act.
warranties of the parties and indemnification and contribution
provisions under which the Company, on the one hand, and the
Initial Purchasers, on the other, have agreed to indemnify each
other against certain liabilities, including liabilities under
the Securities Act.
The foregoing description of the Purchase Agreement is qualified
in its entirety by reference to the Purchase Agreement, which is
attached hereto as Exhibit 1.1 and incorporated herein by
reference.
in its entirety by reference to the Purchase Agreement, which is
attached hereto as Exhibit 1.1 and incorporated herein by
reference.
Indenture
The Notes are governed by an indenture (the Indenture), dated as
of December 5, 2016, by and between the Company and Wells Fargo
Bank, National Association, as trustee (the Trustee). The Notes
bear interest at a rate of 4.00% per year, payable semiannually
in arrears on June 1 and December 1 of each year, beginning on
June 1, 2017. The Notes mature on December 1, 2021, unless
earlier repurchased or converted. The Company may not redeem the
Notes prior to maturity and no sinking fund is provided for the
Notes.
of December 5, 2016, by and between the Company and Wells Fargo
Bank, National Association, as trustee (the Trustee). The Notes
bear interest at a rate of 4.00% per year, payable semiannually
in arrears on June 1 and December 1 of each year, beginning on
June 1, 2017. The Notes mature on December 1, 2021, unless
earlier repurchased or converted. The Company may not redeem the
Notes prior to maturity and no sinking fund is provided for the
Notes.
Holders may convert their Notes at their option at any time prior
to the close of business on the business day immediately
preceding June 1, 2021 only upon the satisfaction of one or more
of the following conditions: (1) during any calendar quarter
commencing after the calendar quarter ending on March 31, 2017
(and only during such calendar quarter), if the last reported
sale price of the Companys common stock for at least 20 trading
days (regardless of whether consecutive) during a period of 30
consecutive trading days ending on the last trading day of the
immediately preceding calendar quarter is greater than or equal
to 130% of the conversion price on each applicable trading day;
(2) during the five business day period after any five
consecutive trading day period (the measurement period) in which
the trading price per $1,000 principal amount of notes for each
trading day of the measurement period was less than 98% of the
product of the last reported sale price of the Companys common
stock and the conversion rate on each such trading day; or (3)
upon the occurrence of specified corporate events set forth in
the Indenture. On or after June 1, 2021
to the close of business on the business day immediately
preceding June 1, 2021 only upon the satisfaction of one or more
of the following conditions: (1) during any calendar quarter
commencing after the calendar quarter ending on March 31, 2017
(and only during such calendar quarter), if the last reported
sale price of the Companys common stock for at least 20 trading
days (regardless of whether consecutive) during a period of 30
consecutive trading days ending on the last trading day of the
immediately preceding calendar quarter is greater than or equal
to 130% of the conversion price on each applicable trading day;
(2) during the five business day period after any five
consecutive trading day period (the measurement period) in which
the trading price per $1,000 principal amount of notes for each
trading day of the measurement period was less than 98% of the
product of the last reported sale price of the Companys common
stock and the conversion rate on each such trading day; or (3)
upon the occurrence of specified corporate events set forth in
the Indenture. On or after June 1, 2021
until the close of business on the business day immediately
preceding the maturity date, holders may convert their Notes at
any time, regardless of the satisfaction of the foregoing
conditions. Upon conversion, the Company will pay or deliver, as
the case may be, cash, shares of the Companys common stock or any
combination of cash or the Companys common stock, at the Companys
election.
preceding the maturity date, holders may convert their Notes at
any time, regardless of the satisfaction of the foregoing
conditions. Upon conversion, the Company will pay or deliver, as
the case may be, cash, shares of the Companys common stock or any
combination of cash or the Companys common stock, at the Companys
election.
The conversion rate for the Notes will initially be 107.1381
shares of the Companys common stock per $1,000 principal amount
of Notes, which is equivalent to an initial conversion price of
approximately $9.33 per share of the Companys common stock. The
initial conversion price of the Notes represents a premium of
approximately 42.5% to the last reported sale price of the
Companys common stock of $6.55 per share on November 29, 2016,
the date on which the Company priced the Offering of the Notes.
The conversion rate is subject to adjustment in customary
circumstances such as stock splits or similar changes to the
Companys capitalization. In addition, following certain corporate
events described in the Indenture that occur prior to the
maturity date of the Notes, the Company will increase the
conversion rate for a holder who elects to convert its Notes in
connection with such a corporate event in certain circumstances.
shares of the Companys common stock per $1,000 principal amount
of Notes, which is equivalent to an initial conversion price of
approximately $9.33 per share of the Companys common stock. The
initial conversion price of the Notes represents a premium of
approximately 42.5% to the last reported sale price of the
Companys common stock of $6.55 per share on November 29, 2016,
the date on which the Company priced the Offering of the Notes.
The conversion rate is subject to adjustment in customary
circumstances such as stock splits or similar changes to the
Companys capitalization. In addition, following certain corporate
events described in the Indenture that occur prior to the
maturity date of the Notes, the Company will increase the
conversion rate for a holder who elects to convert its Notes in
connection with such a corporate event in certain circumstances.
If the Company undergoes a fundamental change (as defined in the
Indenture), subject to certain conditions, holders of the Notes
may require the Company to repurchase for cash all or part of
their Notes at a repurchase price equal to 50% of the principal
amount of the Notes to be repurchased, plus any accrued and
unpaid interest to, but excluding, the fundamental change
repurchase date.
Indenture), subject to certain conditions, holders of the Notes
may require the Company to repurchase for cash all or part of
their Notes at a repurchase price equal to 50% of the principal
amount of the Notes to be repurchased, plus any accrued and
unpaid interest to, but excluding, the fundamental change
repurchase date.
The Notes are senior, unsecured obligations of the Company and
rank senior in right of payment to the Companys existing and
future indebtedness that is expressly subordinated in right of
payment to the Notes; equal in right of payment to the Companys
existing and future unsecured indebtedness that is not so
subordinated; effectively junior in right of payment to any of
the Companys secured indebtedness to the extent of the value of
the assets securing such indebtedness; and structurally junior to
all existing and future indebtedness and other liabilities
(including trade payables) incurred by the Companys subsidiaries.
rank senior in right of payment to the Companys existing and
future indebtedness that is expressly subordinated in right of
payment to the Notes; equal in right of payment to the Companys
existing and future unsecured indebtedness that is not so
subordinated; effectively junior in right of payment to any of
the Companys secured indebtedness to the extent of the value of
the assets securing such indebtedness; and structurally junior to
all existing and future indebtedness and other liabilities
(including trade payables) incurred by the Companys subsidiaries.
The Indenture contains customary events of default with respect
to the Notes and acceleration provisions that provide that upon
certain events of default (including the Companys failure to make
any payment of principal or interest on the Notes when due and
payable) occurring and continuing, the Trustee by notice to the
Company, or the holders of at least 25% in principal amount of
the outstanding Notes by notice to the Company and the Trustee,
may (subject to the provisions of the Indenture) declare 50% of
the principal of, and accrued and unpaid interest, if any, on,
all the Notes to be due and payable. In case of certain events of
bankruptcy, insolvency or reorganization, involving the Company
or a significant subsidiary, 50% of the principal of, and accrued
and unpaid interest on, the Notes will automatically become due
and payable. Upon such a declaration of acceleration, such
principal and accrued and unpaid interest, if any, will be due
and payable immediately.
to the Notes and acceleration provisions that provide that upon
certain events of default (including the Companys failure to make
any payment of principal or interest on the Notes when due and
payable) occurring and continuing, the Trustee by notice to the
Company, or the holders of at least 25% in principal amount of
the outstanding Notes by notice to the Company and the Trustee,
may (subject to the provisions of the Indenture) declare 50% of
the principal of, and accrued and unpaid interest, if any, on,
all the Notes to be due and payable. In case of certain events of
bankruptcy, insolvency or reorganization, involving the Company
or a significant subsidiary, 50% of the principal of, and accrued
and unpaid interest on, the Notes will automatically become due
and payable. Upon such a declaration of acceleration, such
principal and accrued and unpaid interest, if any, will be due
and payable immediately.
The foregoing descriptions of the Indenture and the Notes are
qualified in their entirety by reference to the Indenture, which
is attached hereto as Exhibit 4.1 and incorporated herein by
reference.
qualified in their entirety by reference to the Indenture, which
is attached hereto as Exhibit 4.1 and incorporated herein by
reference.
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Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant. |
On December 5, 2016, the Company issued $100,000,000 aggregate
principal amount of the Notes. The Company offered and sold the
Notes through a Rule 144A private placement to the Purchase
Agreement. The information set forth in Item 1.01 of this Current
Report regarding the terms and conditions of the Indenture and
the Notes is hereby incorporated by reference into this Item
2.03.
principal amount of the Notes. The Company offered and sold the
Notes through a Rule 144A private placement to the Purchase
Agreement. The information set forth in Item 1.01 of this Current
Report regarding the terms and conditions of the Indenture and
the Notes is hereby incorporated by reference into this Item
2.03.
Item 3.02 Unregistered Sales of Equity Securities.
The Notes were sold to the Initial Purchasers in reliance on the
exemption from the registration requirements provided by Section
4(a)(2) of the Securities Act for resale to qualified
institutional buyers to Rule 144A of the Securities Act. The
Company does not intend to file a shelf registration statement
for the resale of the Notes or any common stock issuable upon
conversion of the Notes. Additional information pertaining to the
Notes and the shares of the Companys common stock issuable upon
conversion of the Notes is set forth in Item 1.01 of this report
and is incorporated herein by reference.
exemption from the registration requirements provided by Section
4(a)(2) of the Securities Act for resale to qualified
institutional buyers to Rule 144A of the Securities Act. The
Company does not intend to file a shelf registration statement
for the resale of the Notes or any common stock issuable upon
conversion of the Notes. Additional information pertaining to the
Notes and the shares of the Companys common stock issuable upon
conversion of the Notes is set forth in Item 1.01 of this report
and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On December 5, 2016, the Company issued a press release
announcing that the Company had closed the Offering. A copy of
the press release is attached as Exhibit 99.1 to this Current
Report on Form 8-K.
announcing that the Company had closed the Offering. A copy of
the press release is attached as Exhibit 99.1 to this Current
Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the
information in Item 7.01, including Exhibit 99.1 attached hereto,
shall not be deemed filed for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the Exchange Act),
or otherwise subject to the liabilities of that section, nor
shall such information and exhibit be deemed incorporated by
reference into any filing under the Securities Act or the
Exchange Act except as shall be expressly set forth by specific
reference in such a filing.
information in Item 7.01, including Exhibit 99.1 attached hereto,
shall not be deemed filed for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the Exchange Act),
or otherwise subject to the liabilities of that section, nor
shall such information and exhibit be deemed incorporated by
reference into any filing under the Securities Act or the
Exchange Act except as shall be expressly set forth by specific
reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number
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Description
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Exhibit 1.1
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Purchase Agreement, dated November 29, 2016, by and
between Newpark Resources, Inc. and Credit Suisse Securities (USA) LLC, as representative of the several initial purchasers named therein. |
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Exhibit 4.1
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Indenture, dated December 5, 2016, between Newpark
Resources, Inc. and Wells Fargo Bank, National Association, as trustee. |
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Exhibit 4.2
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Form of 4.00% Convertible Senior Note due 2021
(included in Exhibit 4.1). |
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Exhibit 99.1
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Press Release dated December 5, 2016.
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About NEWPARK RESOURCES, INC. (NYSE:NR)
Newpark Resources, Inc. is an oil and gas supplier. The Company provides products and services to the oil and gas exploration (E&P) industry. The Company operates its business through two segments: Fluids Systems, and Mats and Integrated Services. The Company’s Fluids Systems segment offers customized solutions, including technical drilling projects involving subsurface conditions, such as horizontal, directional, geologically deep or deep water drilling. It offers drilling fluids solutions to E&P customers in North America; Europe, the Middle East and Africa (EMEA); Latin America, and Asia Pacific. The Mats and Integrated Services segment provides composite mat rentals, well site construction and related site services to oil and gas customers at well, production, transportation and refinery locations in the United States. The Company manufactures DURA-BASE Advanced Composite Mats for use in its rental operations, as well as for third-party sales. NEWPARK RESOURCES, INC. (NYSE:NR) Recent Trading Information
NEWPARK RESOURCES, INC. (NYSE:NR) closed its last trading session up +0.05 at 7.75 with 1,186,942 shares trading hands.
