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 September 6, 2019, the Board of Directors (the “Board”) of Parker Drilling Company, a Delaware corporation (the “Company”), upon the recommendation of the Finance and Strategic Planning Committee of the Board (the “Committee”), which consists solely of independent directors, approved a 1-for-100 reverse stock split of the Company’s common stock (the “Reverse Stock Split”), which will be followed immediately by a 100-for-1 forward stock split of the Company’s common stock (the “Forward Stock Split” and, together with the Reverse Stock Split, the “Stock Splits”) as part of a plan to (i) cease the registration of the Company’s common stock under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (ii) delist its shares of common stock from the New York Stock Exchange and (iii) suspend the Company’s duty to file periodic reports and other information with the Securities and Exchange Commission (the “SEC”) under Section 15(d) of the Exchange Act (collectively, the “Transaction”). The proposed Stock Splits are subject to obtaining the requisite approval of the Company’s stockholders at a Special Meeting of Stockholders to be held for that purpose, which is currently expected to occur later this year.
As a result of the Stock Splits, stockholders>owning fewer than 100 shares of common stock at the effective time of the Stock Splits would receive $30.00 in cash, without interest, for each pre-split share of common stock held by them at the effective time of the Stock Splits, and thereafter they would no longer be stockholders of the Company. Stockholders owning 100 or more shares at the effective time of the Stock Splits (“Continuing Stockholders”) would not be entitled to receive any cash for their fractional share interests resulting from the>Stock Splits, if any. The Forward Stock Split, which would immediately follow the Reverse Stock Split, would reconvert whole shares and fractional share interests held by the Continuing Stockholders back into the same number of shares of the Company’s common stock held by such Continuing Stockholders immediately before the effective time of the Stock Splits. As a result of the Forward Stock Split, the total number of shares of the Company’s common stock held by a Continuing Stockholder would not change as a result of the Stock Splits. The Company estimates that approximately 37,446 shares of the Company’s common stock (or less than approximately 0.2% of the shares of common stock currently outstanding) would be cashed out in the Stock Splits and the aggregate cost to the Company of the Stock Splits would be approximately $1.1 million, plus transaction expenses, which are estimated to be approximately $0.8 million, all of which the Company intends to fund using cash-on-hand.
Each of the proposed Stock Splits will be submitted to a vote of the Company’s stockholders at a Special Meeting of Stockholders to be called for that purpose. Approval of the Stock Splits requires the affirmative vote of a majority of the outstanding shares of the Company’s common stock entitled to vote at the Special Meeting of Stockholders. As of September 5, 2019, the Company’s (i) directors and executive officers and (ii) 10% shareholders, which consist of Värde Partners, Inc. and Brigade Capital Management, LP, have indicated that they intend to vote all their shares (17,231 and 9,317,302 shares, respectively) in favor of the Stock Splits. The combined holdings of the Company’s (i) directors and executive officers and (ii) 10% stockholders comprise approximately 0.1% and 61.9% of the Company’s outstanding shares, respectively.
The terms of the Stock Splits and information about the overall Transaction will be set forth in the preliminary proxy statement and a transaction statement on Schedule 13E-3 filed by the Company outlining the Transaction. The Transaction may be considered a “going private” transaction as defined in Rule 13e-3 promulgated under the Exchange Act, as it is part of a plan to terminate the registration of the Company’s common stock under Sections 12(b) and 12(g) of the Exchange Act and suspend the Company’s duty to file periodic reports and other information with the SEC under Section 15(d) thereunder, and to delist the Company’s common stock from the New York Stock Exchange.
The Company intends to treat persons who hold shares of its common stock in “street name” through a bank, broker or other nominee in the same manner as persons who hold shares of its common stock in their own names. Banks, brokers or other nominees will be instructed to effect the Transaction for their customers holding the Company’s common stock in “street name.” However, these banks, brokers or other nominees may have different procedures than registered stockholders for processing the Transaction and making payments for fractional shares. If you hold shares of the Company’s common stock with a bank, broker or other nominee and have any questions in this regard, the Company encourages you to contact your bank, broker or other nominee.
The Board may abandon the Stock Splits at any time prior to the filing and effectiveness of the applicable amendments to the Company’s certificate of incorporation, even after stockholder approval, if the Board determines in its business judgment that the Stock Splits or the overall Transaction is no longer in the best interests of the Company or its stockholders.
On September 10, 2019, the Company issued a press release announcing the Transaction, a letter to its employees, and answers to Frequently Asked Questions relating to the Transaction, which are attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively, and are incorporated by reference herein.
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 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 INTENDS TO FILE A PROXY STATEMENT AND OTHER REQUIRED MATERIALS, INCLUDING A SCHEDULE 13E-3, WITH THE SEC CONCERNING THE TRANSACTION. 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 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 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 Transaction will be included in the proxy statement to be filed by the Company with the SEC in connection with the 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 overall Transaction, the number of shares of the Company’s common stock that are expected to be cashed out in the Stock Splits and the timing and stockholder approval of the Stock Splits. 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 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 Stock Splits and the overall Transaction, SEC regulatory review of the Company’s filings related to the Transaction, and the continuing determination of the Board of Directors and the Finance and Strategic Planning Committee that the 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 pressrelease.htm EXHIBIT 99.1 Exhibit Exhibit 99.1Parker Drilling’s Board of Directors Approves Plan to Voluntarily Terminate Registration of Its Common Stock with the SEC and Voluntarily Delist from the NYSEBoard Believes that the Company Does Not Obtain Sufficient Benefit from its Listing on the Stock ExchangePlan is Subject to Shareholder ApprovalHOUSTON,…
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EX-99.1 2 pressrelease.htm EXHIBIT 99.1 Exhibit Exhibit 99.1Parker Drilling’s Board of Directors Approves Plan to Voluntarily Terminate Registration of Its Common Stock with the SEC and Voluntarily Delist from the NYSEBoard Believes that the Company Does Not Obtain Sufficient Benefit from its Listing on the Stock ExchangePlan is Subject to Shareholder ApprovalHOUSTON,…
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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.