PARKER DRILLING COMPANY (NYSE:PKD) Files An 8-K Other Events
Item 8.01 Other Events
PARKER DRILLING COMPANY (NYSE:PKD) Files An 8-K Other Events
On October 21, 2019, Parker Drilling Company (the “Company”) announced that it has filed a revised preliminary proxy statement with the Securities and Exchange Commission (the “SEC”) relating to a proposal by its Board of Directors to amend the Company’s amended and restated certificate of incorporation to effect a reverse stock split (the “Reverse Stock Split”), to be followed immediately by a forward stock split (the “Forward Stock Split” and, together with the Reverse Stock Split, the “Stock Splits”), at a ratio of (i) not less than 1-for-5 and not greater than 1-for-100, in the case of the Reverse Stock Split (the “Reverse Stock Split Ratio”), and (ii) not less than 5-for-1 and not greater than 100-for-1, in the case of the Forward Stock Split (the “Forward Stock Split Ratio”) (and, in all cases, with the Forward Stock Split Ratio being the inverse of the Reverse Stock Split Ratio). The proposed Stock Splits continue to be for the purpose of deregistering the Company’s common stock under the Securities Exchange Act of 1934, as amended, and in connection with delisting the Company’s shares from trading on the New York Stock Exchange, as previously announced on September 10, 2019.
On October 21, in connection with the filing of the revised preliminary proxy statement with the SEC, the Company issued a press release and updated answers to Frequently Asked Questions relating to the Transaction, which are attached hereto as Exhibits 99.1 and 99.2, respectively.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are filed herewith:
Additional Information and Where to Find It
THIS CURRENT REPORT ON FORM 8-K IS ONLY A BRIEF DESCRIPTION OF THE PROPOSED TRANSACTION. IT IS NOT A REQUEST FOR OR SOLICITATION OF A PROXY OR AN OFFER TO ACQUIRE OR SELL ANY SHARES OF COMMON STOCK. THE COMPANY HAS FILED A REVISED PRELIMINARY PROXY STATEMENT AND OTHER REQUIRED MATERIALS, INCLUDING A SCHEDULE 13E-3, WITH THE SEC CONCERNING THE PROPOSED STOCK SPLITS, AND INTENDS TO FILE A DEFINITIVE PROXY STATEMENT AND OTHER REQUIRED MATERIALS, INCLUDING ANY AMENDMENTS THERETO. A COPY OF ALL FINAL PROXY MATERIALS WILL BE MADE AVAILABLE TO STOCKHOLDERS PRIOR TO A SPECIAL MEETING OF STOCKHOLDERS AT WHICH THE COMPANY’S STOCKHOLDERS WILL BE ASKED TO VOTE ON THE PROPOSALS DESCRIBED IN THE MATERIALS PROVIDED BY THE COMPANY. THE
COMPANY URGES ALL STOCKHOLDERS TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, AS WELL AS ALL OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THOSE DOCUMENTS WILL INCLUDE IMPORTANT INFORMATION. A FREE COPY OF ALL MATERIALS THE COMPANY FILES WITH THE SEC, INCLUDING THE COMPANY’S SCHEDULE 13E-3 AND PROXY STATEMENT, WILL BE AVAILABLE AT NO COST ON THE SEC’S WEBSITE AT WWW.SEC.GOV. WHEN THOSE DOCUMENTS BECOME AVAILABLE, THE PROXY STATEMENT AND OTHER DOCUMENTS FILED BY THE COMPANY MAY ALSO BE OBTAINED WITHOUT CHARGE BY DIRECTING A REQUEST TO PARKER DRILLING COMPANY, 5 GREENWAY PLAZA, SUITE 100, HOUSTON, TEXAS 77046, ATTENTION: CORPORATE SECRETARY.
Participants in the Solicitation
The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information concerning such participants is set forth in the Company’s Annual Report on Form 10-K filed with the SEC on March 11, 2019, as amended by the Form 10-K/A filed on April 29, 2019. To the extent that such participants’ holdings of the Company’s securities have changed since the amounts printed in the Company’s Form 10-K, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the interests of such participants in the solicitation of proxies in connection with the proposed transaction will be included in the proxy statement to be filed by the Company with the SEC in connection with the proposed transaction.
Forward-Looking Statements
This Current Report on Form 8-K may contain forward-looking statements that are being made to the Private Securities Litigation Reform Act of 1995, which provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information so long as those statements are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those discussed in the statement. Such forward-looking statements include statements about the perceived benefits and costs of the proposed transaction, the number of shares of the Company’s common stock that are expected to be cashed out in the proposed transaction and the timing and stockholder approval of the proposed transaction. Such forward-looking statements are subject to a number of known and unknown risks and uncertainties that could cause actual results, performance or achievements to differ materially from those described or implied in such forward-looking statements. Accordingly, actual results may differ materially from such forward-looking statements. The forward-looking statements relating to the transaction discussed above are based on the Company’s current expectations, assumptions, estimates and projections about the Company and involve significant risks and uncertainties, including the many variables that may impact the Company’s projected cost savings, variables and risks related to consummation of the proposed transaction, SEC regulatory review of the Company’s filings related to the proposed transaction, and the continuing determination of the Board of Directors and the Finance and Strategic Planning Committee that the proposed transaction is in the best interests of all stockholders. The Company assumes no obligation for updating any
such forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking statements.
PARKER DRILLING CO /DE/ Exhibit
EX-99.1 2 pressreleasepreproxy2019oct.htm EXHIBIT 99.1 Exhibit Exhibit 99.1Parker Drilling Files Revised Preliminary Proxy Statement Proposing Range of Stock Split Ratios to Reduce Number of Stockholders of Record Below 300HOUSTON,…
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EX-99.1 2 pressreleasepreproxy2019oct.htm EXHIBIT 99.1 Exhibit Exhibit 99.1Parker Drilling Files Revised Preliminary Proxy Statement Proposing Range of Stock Split Ratios to Reduce Number of Stockholders of Record Below 300HOUSTON,…
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here
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.