PARKER DRILLING COMPANY (NYSE:PKD) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
Entry into a Material Definitive Agreement.
As previously disclosed, on December 12, 2018, Parker Drilling Company (“Parker”) and certain of its U.S. subsidiaries (together with Parker, the “Company”) commenced voluntary Chapter 11 proceedings and filed a prearranged plan of reorganization (the “Plan”) under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”). The Company’s Chapter 11 cases are jointly administered under the caption In re Parker Drilling Company, et al., Case No. 18-36958. During the pendency of the bankruptcy proceedings, the Company will continue to operate its businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.
Amended and Restated Backstop Commitment Agreement
In connection with the Chapter 11 filing, on December 12, 2018, Parker entered into a Backstop Commitment Agreement with the other parties thereto (the “Initial Commitment Parties”), to which the Initial Commitment Parties agreed to backstop the rights offering to be conducted in accordance with the Plan. On January 28, 2019, Parker, the Initial Commitment Parties and Saba Capital Management, L.P. (“Saba” and, collectively with the Initial Commitment Parties, the “Commitment Parties” and, each individually, a “Commitment Party”) entered into an amended and restated Backstop Commitment Agreement (the “Amended and Restated Backstop Commitment Agreement”), to which Saba became an additional Commitment Party. Under the Amended and Restated Backstop Commitment Agreement, subject to certain conditions, Parker has agreed, subject to Bankruptcy Court approval, to reimburse Saba’s expenses in connection with the Chapter 11 proceedings in an amount not to exceed $650,000 and to pay Saba an amendment fee of $350,000 in cash at the closing of the transactions contemplated by the Amended and Restated Backstop Commitment Agreement.
First Amendment to the Restructuring Support Agreement
As disclosed on the Form 8-K filed by Parker on December 12, 2018, the Company has entered into a Restructuring Support Agreement (the “RSA”) with the other parties thereto (the “Initial Consenting Stakeholders” and, together with Saba, the “Consenting Stakeholders”), to which the Initial Consenting Stakeholders agreed to support a restructuring to the Plan and various related transactions. On January 28, 2019, the Company entered into the First Amendment to the Restructuring Support Agreement with the Consenting Stakeholders (the “RSA Amendment”), to which certain conditions to the obligations of the parties and provisions regarding termination and amendment were modified. Saba has also executed a joinder to the RSA and has agreed to support the Plan as provided therein.
The foregoing descriptions of the Amended and Restated Backstop Commitment Agreement and the RSA Amendment do not purport to be complete and are qualified by reference to the full text of the Amended and Restated Backstop Commitment Agreement and RSA Amendment, which are filed herewith as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.
Item 1.01Financial Statements and Exhibits.
(d) Exhibits
The following is a list of exhibits filed as part of this Form 8-K:
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Exhibit No. |
Description of Document |
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Amended and Restated Backstop Commitment Agreement, dated January 28, 2019 |
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First Amendment to the Restructuring Support Agreement, dated January 28, 2019 |
PARKER DRILLING CO /DE/ Exhibit
EX-10.1 2 ex101arbackstopcommitmenta.htm EXHIBIT 10.1 Exhibit AMENDED AND RESTATED BACKSTOP COMMITMENT AGREEMENTAMONGPARKER DRILLING COMPANYANDTHE COMMITMENT PARTIES PARTY HERETODated as of January 28,…
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About PARKER DRILLING COMPANY (NYSE:PKD)
Parker Drilling Company (Parker Drilling) is a provider of contract drilling, and drilling-related services and rental tools. The Company’s business consists of two business lines: drilling services and rental tools services. Its Rental Tools Services business includes its Rental Tools segment, and its Drilling Services business includes its U.S. (Lower 48) Drilling, and International & Alaska Drilling segments. The Company’s U.S. (Lower 48) Drilling segment provides drilling services with its Gulf of Mexico barge drilling rig fleet and through U.S. (Lower 48) based O&M services. Its International & Alaska Drilling segment provides drilling services, with Company-owned rigs, as well as through O&M contracts, and project related services. In its Rental Tools Services business, it provides rental equipment and services to exploration and production (E&P) companies, drilling contractors and service companies on land and offshore in the United States and select international markets.