HOUSTON, July 12, 2018 /PRNewswire/ -- Parker Drilling
Company (NYSE: PKD) announced today that its Board of Directors has
voted to implement a previously-approved reverse stock split and
adopt a short-term shareholder rights plan.
Reverse Stock Split
The reverse stock split at a ratio of 1 for 15 will be effective
when the markets open on July 27,
2018, at which time the Company's common stock will begin
trading on a split-adjusted basis under the existing trading symbol
"PKD."
The reverse stock split will increase the market price per share
of the Company's common stock, bringing the Company into compliance
with the listing requirements of the New York Stock Exchange. The
new CUSIP number for the common stock following the reverse stock
split will be 701081 408. The Company's shareholders previously
approved the reverse stock split at the Annual Shareholders'
Meeting on May 10, 2018.
As a result of the reverse stock split, every 15 pre-split
shares of common stock outstanding will automatically combine into
one new share of common stock without any action on the part of the
holders, and the number of outstanding common shares will be
reduced from approximately 140 million shares to approximately 9.3
million shares. Proportionate adjustments will be made to the
conversion price of the Company's outstanding 7.25% Series A
Mandatory Convertible Preferred Stock and to the outstanding awards
and number of shares issued and issuable under the Company's equity
incentive compensation plans. The reverse stock split will not
affect the par value of the common stock.
The reverse stock split will affect all shareholders uniformly
and will not alter any shareholder's percentage interest in the
Company's equity, except to the extent that the reverse stock split
would result in a shareholder owning a fractional share.
Shareholders who otherwise would be entitled to receive a
fractional share will receive cash in lieu of a fractional
share.
The Company's transfer agent, Equinti Trust Company
(https://equiniti.com/us/) will provide shareholders of record
holding certificates representing pre-split shares of the Company's
common stock as of the effective date, a letter of transmittal
providing instructions for the exchange of shares. Registered
shareholders holding pre-split shares of the Company's common stock
electronically in book-entry form are not required to take any
action to receive post-split shares. Shareholders owning shares via
a broker, bank, trust or other nominee will have their positions
automatically adjusted to reflect the reverse stock split, subject
to such broker's particular processes, and will not be required to
take any action in connection with the reverse stock split.
Additional information about the reverse stock split can be found
in the Company's definitive proxy statement (Form DEF 14A) filed
with the SEC on March 30, 2018.
Equinti Trust Company can be reached by phone at 800.468.9716.
Short-Term Shareholder Rights Plan
The Board also unanimously voted to adopt a short-term
shareholder rights plan (the "Rights Plan") to protect the best
interests of all of the Company's shareholders. The Rights Plan,
which was adopted by the Board following evaluation and
consultation with the Company's advisors, is similar to plans
adopted by numerous publicly-traded companies.
The Rights Plan is designed to keep any party from obtaining
effective control of the Company without paying a fair control
premium and to prevent any one shareholder from effectively
blocking strategic actions that may be beneficial to all
shareholders. The Rights Plan is not designed to prevent any
action that the Board of Directors determines to be in the best
interest of the Company and its shareholders. The Company will
continue to welcome all constructive input from stakeholders, and
the Rights Plan will ensure that the Board of Directors remains in
the best position to discharge its fiduciary duties to the Company
and all of its shareholders.
Chairman, president and CEO Gary
Rich said, "The Rights Plan is designed to protect the
interests of all of our shareholders, while we proactively and
thoughtfully explore a wide range of options to strengthen our
capital structure. With ample liquidity, we have the
financial flexibility to continue to serve our customers as
usual while we evaluate our options. Our focus on safety, quality
and reliability is unwavering."
The Rights Plan includes certain recognized shareholder
protections that emphasize its limited focus. The Rights Plan
will generally be triggered only if a person or group of persons
acquires beneficial ownership of 10% or more of the Company's
common stock. The Rights Plan does not aggregate the
ownership of shareholders "acting in concert" unless and until they
have formed a group under the Plan and applicable
securities laws. A shareholder or group that currently has
beneficial ownership of more than 10% is grandfathered, but may not
acquire additional shares constituting one percent or more of the
then outstanding shares of the Company's common stock without
triggering the Rights Plan.
If the rights become exercisable, each holder other than the
person or group triggering the Rights Plan will be entitled to
acquire shares of common stock at a 50% discount or the Company may
exchange each right held by such holders for two shares of common
stock. The Rights Plan will expire one year from its
adoption.
Further details regarding the Rights Plan will be contained in
Form 8-K filed by the Company with the SEC.
Cautionary Statement
This press release contains certain statements that may be
deemed to be "forward-looking statements" within the meaning of the
Securities Act of 1933 and the Securities Exchange Act of 1934. All
statements in this press release other than statements of
historical facts addressing activities, events or developments the
Company expects, projects, believes, or anticipates will or may
occur in the future are forward-looking statements. These
statements include, but are not limited to, statements about
anticipated future financial or operational results, the Company's
financial position, and similar matters. These statements are based
on certain assumptions made by the Company based on management's
experience and perception of historical trends, current conditions,
anticipated future developments and other factors believed to be
appropriate. Although the Company believes its expectations stated
in this press release are based on reasonable assumptions, such
statements are subject to a number of assumptions, risks and
uncertainties, many of which are beyond the control of the Company,
that could cause actual results to differ materially from those
implied or expressed by the forward-looking statements. These
include risks relating to changes in worldwide economic and
business conditions, fluctuations in oil and natural gas prices,
compliance with existing laws and changes in laws or government
regulations, the failure to realize the benefits of, and other
risks relating to, acquisitions, the risk of cost overruns, our
ability to refinance our debt and other important factors, many of
which could adversely affect market conditions, demand for our
services, and costs, and all or any one of which could cause actual
results to differ materially from those projected. For more
information, see "Risk Factors" in the Company's Annual Report
filed on Form 10-K with the Securities and Exchange Commission and
other public filings and press releases. Each forward-looking
statement speaks only as of the date of this press release and the
Company undertakes no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise.
About Parker Drilling
Parker Drilling provides drilling
services and rental tools to the energy industry. The Company's
Drilling Services business serves operators in the inland waters of
the U.S. Gulf of Mexico utilizing
Parker Drilling's barge rig fleet
and in select U.S. and international markets and harsh environment
regions utilizing Parker-owned and customer-owned equipment. 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.
Contact:
Nick Henley
Director, Investor Relations
(+1) (281) 406-2082
nick.henley@parkerdrilling.com
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SOURCE Parker Drilling Company