HOUSTON, Oct. 21, 2019 /PRNewswire/ -- Parker Drilling
Company (NYSE: PKD) ("Parker" or the "Company") announced today
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 (the "Board") to amend the
Company's amended and restated certificate of incorporation to
effect a reverse stock split, to be followed immediately by a
forward stock split, 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,
and (ii) not less than 5-for-1 and not greater than 100-for-1, in
the case of the forward stock split, which collectively are the
"stock splits." 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 (the "Exchange Act"),
in connection with delisting the Company's shares from trading on
the New York Stock Exchange, as previously announced on
September 10, 2019.
As of October 18, 2019, the
Company's (i) executive officers and directors and (ii) 10%
stockholders, which consist of Värde Partners 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 our (i) directors and
executive officers and (ii) 10% stockholders comprise approximately
0.1% and 61.9% of the Company's outstanding shares, respectively.
If approved by our stockholders, the exact stock split ratios will
be set within the ranges described above at the discretion of the
Board (and, in all cases, with the forward stock split ratio being
the inverse of the reverse Stock split ratio), without further
approval or authorization of our stockholders. In addition, our
Board, in its sole discretion, may effectuate the stock splits
immediately following the public announcement of the stock split
ratios chosen by the Board or elect to abandon the proposed stock
splits and the overall transaction (whether or not authorized by
the stockholders), at any time. The cash payment to stockholders to
be paid in lieu of fractional shares remains unchanged so that a
stockholder owning immediately prior to the effective time fewer
than a minimum number of shares, which, depending on the stock
split ratios chosen by the Board, would be between 5 and 100, would
be paid $30.00, without interest, for
each share of common stock held by such holder immediately prior to
effective time. Cashed out stockholders would no longer be
stockholders of the Company. At this time, the Company believes
that any reverse stock split ratio within the proposed range would
reduce the number of record holders below 300, which is the level
at or above which the Company is required to remain an SEC
registrant.
After announcing on September 10,
2019 the stock splits at a proposed reverse stock split
ratio of 1-for-100 to be followed by a forward stock split ratio of
100-for-1 and the proposed transaction to deregister and delist its
common stock, the Board and its advisors observed a substantial
increase in trading of the Company's common stock. While this
increased trading activity had only a nominal effect on the number
of holders of record, it led to a significant increase in the
number of shares that would be cashed out in lieu of receiving
fractional shares at the previously proposed reverse stock split
ratio, which would make the stock splits and the proposed
transaction significantly more expensive for the Company.
The Board reserves the right to change the terms of or abandon
the proposed stock splits or the overall proposed transaction at
any time if it believes the stock splits or the overall proposed
transaction are no longer in the best interests of our
stockholders, whether prior to or following the special meeting of
stockholders, including as a result of a change in the number of
shares (whether or not held in "street name") that will be
exchanged for cash that would increase in any material respect the
cost and expense of the stock splits compared to previous
estimates.
About Parker Drilling
Parker Drilling provides drilling
services and rental tools to the energy industry. The Company's
Drilling Services business serves operators through the use of
Parker-owned and customer-owned rig fleets in select U.S. and
international markets, specializing in remote and harsh environment
regions. The Company's Rental Tools Services business supplies
premium equipment and well services to operators on land and
offshore in the U.S. and international markets. More information
about Parker Drilling can be found
on the Company's website at www.parkerdrilling.com.
Additional Information and Where to Find It
THIS PRESS RELEASE 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 press release may contain forward-looking statements that
are being made pursuant 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.
Contact:
Nick Henley
Director, Investor Relations
(+1) (281) 406-2082
nick.henley@parkerdrilling.com
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SOURCE Parker Drilling Company