HOUSTON, Jan. 9, 2020 /PRNewswire/ -- Parker Drilling
Company (NYSE: PKD) (the "Company") today announced that at the
Special Meeting of Stockholders held on January 9, 2020, the Company's stockholders voted
to approve proposals to amend the Company's 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." As previously announced, the
stock splits are 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.
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). The Board will evaluate updated ownership data
impacting the various stock split ratios so that it can determine
the aggregate costs of the stock splits within the range of stock
split ratios before choosing the stock split ratios. As previously
disclosed, the Board, at its sole discretion, may elect to abandon
the stock splits and the overall delisting and deregistration
process for any reason, including if it determines that effecting
the stock splits would be too costly.
Assuming the Board determines to proceed, it will choose the
appropriate stock split ratios and direct the Company to file with
the State of Delaware certificates
of amendment to the Company's certificate of incorporation to
effectuate the stock splits. 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 file reports with the
Securities and Exchange Commission ("SEC").
A stockholder of record owning immediately prior to the
effective time of the reverse stock split 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 only be entitled to
a fraction of a share of common stock upon the reverse stock split
and will be paid cash in lieu of such fraction of a share of common
stock, on the basis of $30.00,
without interest, for each share of common stock held by such
holder immediately prior to the effective time. Cashed out
stockholders would no longer be stockholders of the Company.
Stockholders owning at least the minimum number of shares
immediately prior to the effective time of the reverse stock split
would not be paid cash in lieu of any fraction of a share of common
stock that such continuing stockholders may be entitled to receive
upon the reverse stock split, and, upon the forward stock split,
the shares of common stock (including any fraction of a share of
common stock) held by such continuing stockholders after the
reverse stock split will be reclassified into the same number of
shares of common stock as such continuing stockholders held
immediately prior to the effective time of the reverse stock split.
Accordingly, 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 intends to voluntarily delist its common stock
and to withdraw the registration of its common stock with the SEC
in connection with amending its certificate of incorporation to
effect the stock splits. As part of the delisting process, the
Company intends to file a Form 25 (Notification of Removal From
Listing and/or Registration under Section 12(b) of the
Securities Exchange Act of 1934) with the SEC. The
Company expects that the delisting will occur ten days after the
filing of the Form 25, at which point, the
Company intends to file a Form 15 with the SEC certifying
that it has less than 300 stockholders, which will terminate
the registration of the Company's common stock under Section
12(g) of the Exchange Act.
Following the deregistration and delisting of the Company's
common stock, any trading in the Company's common stock would only
occur in privately negotiated sales and potentially on an
over-the-counter market, if one or more brokers chooses to make a
market for the Company's common stock on any such market and
complies with applicable regulatory requirements; however, there
can be no assurances regarding any such trading.
For more information regarding the Company's deregistration and
delisting transaction, please refer to the definitive proxy
statement on Schedule 14A filed with the SEC on November 25, 2019.
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.
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:
Investor Relations
(+1) (281) 406-2000
IR@parkerdrilling.com
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SOURCE Parker Drilling Company