HOUSTON, July 12, 2018 /PRNewswire/ — Parker Conduct Company (PKD) appear today that its Board of Directors has voted to apparatus a previously-approved about-face banal breach and accept a concise actor rights plan.
Reverse Banal Split
The about-face banal breach at a arrangement of 1 for 15 will be able back the markets accessible on July 27, 2018, at which time the Company’s accepted banal will activate trading on a split-adjusted base beneath the absolute trading attribute “PKD.”
The about-face banal breach will access the bazaar amount per allotment of the Company’s accepted stock, bringing the Company into acquiescence with the advertisement requirements of the New York Banal Exchange. The new CUSIP cardinal for the accepted banal afterward the about-face banal breach will be 701081 408. The Company’s shareholders ahead accustomed the about-face banal breach at the Annual Shareholders’ Meeting on May 10, 2018.
As a aftereffect of the about-face banal split, every 15 pre-split shares of accepted banal outstanding will automatically amalgamate into one new allotment of accepted banal after any activity on the allotment of the holders, and the cardinal of outstanding accepted shares will be bargain from about 140 actor shares to about 9.3 actor shares. Proportionate adjustments will be fabricated to the about-face amount of the Company’s outstanding 7.25% Series A Mandatory Convertible Preferred Banal and to the outstanding awards and cardinal of shares issued and issuable beneath the Company’s disinterestedness allurement advantage plans. The about-face banal breach will not affect the par amount of the accepted stock.
The about-face banal breach will affect all shareholders analogously and will not adapt any shareholder’s allotment absorption in the Company’s equity, except to the admeasurement that the about-face banal breach would aftereffect in a actor owning a apportioned share. Shareholders who contrarily would be advantaged to accept a apportioned allotment will accept banknote in lieu of a apportioned share.
The Company’s alteration agent, Equinti Assurance Company (https://equiniti.com/us/) will accommodate shareholders of almanac captivation certificates apery pre-split shares of the Company’s accepted banal as of the able date, a letter of assignment accouterment instructions for the barter of shares. Registered shareholders captivation pre-split shares of the Company’s accepted banal electronically in book-entry anatomy are not adapted to booty any activity to accept post-split shares. Shareholders owning shares via a broker, bank, assurance or added appointee will accept their positions automatically adapted to reflect the about-face banal split, accountable to such broker’s accurate processes, and will not be adapted to booty any activity in affiliation with the about-face banal split. Added advice about the about-face banal breach can be begin in the Company’s absolute proxy account (Form DEF 14A) filed with the SEC on March 30, 2018. Equinti Assurance Company can be accomplished by buzz at 800.468.9716.
Short-Term Actor Rights Plan
The Board additionally absolutely voted to accept a concise actor rights plan (the “Rights Plan”) to assure the best interests of all of the Company’s shareholders. The Rights Plan, which was adopted by the Board afterward appraisal and appointment with the Company’s advisors, is agnate to affairs adopted by abundant publicly-traded companies.
The Rights Plan is advised to accumulate any affair from accepting able ascendancy of the Company after advantageous a fair ascendancy exceptional and to anticipate any one actor from finer blocking cardinal accomplishments that may be benign to all shareholders. The Rights Plan is not advised to anticipate any activity that the Board of Directors determines to be in the best absorption of the Company and its shareholders. The Company will abide to acceptable all able ascribe from stakeholders, and the Rights Plan will ensure that the Board of Directors charcoal in the best position to acquittal its fiduciary duties to the Company and all of its shareholders.
Chairman, admiral and CEO Gary Rich said, “The Rights Plan is advised to assure the interests of all of our shareholders, while we proactively and carefully analyze a advanced ambit of options to strengthen our basic structure. With abounding liquidity, we accept the banking flexibility to abide to serve our barter as accepted while we appraise our options. Our focus on safety, affection and believability is unwavering.”
The Rights Plan includes assertive accustomed actor protections that accent its bound focus. The Rights Plan will about be triggered alone if a being or accumulation of bodies acquires benign buying of 10% or added of the Company’s accepted stock. The Rights Plan does not accumulated the buying of shareholders “acting in concert” unless and until they accept formed a accumulation beneath the Plan and applicable balance laws. A actor or accumulation that currently has benign buying of added than 10% is grandfathered, but may not access added shares basic one percent or added of the again outstanding shares of the Company’s accepted banal after triggering the Rights Plan.
If the rights become exercisable, anniversary holder added than the being or accumulation triggering the Rights Plan will be advantaged to access shares of accepted banal at a 50% abatement or the Company may barter anniversary adapted captivated by such holders for two shares of accepted stock. The Rights Plan will expire one year from its adoption.
Further capacity apropos the Rights Plan will be independent in Anatomy 8-K filed by the Company with the SEC.
This columnist absolution contains assertive statements that may be accounted to be “forward-looking statements” aural the acceptation of the Balance Act of 1933 and the Balance Barter Act of 1934. All statements in this columnist absolution added than statements of absolute facts acclamation activities, contest or developments the Company expects, projects, believes, or anticipates will or may action in the approaching are advanced statements. These statements include, but are not bound to, statements about advancing approaching banking or operational results, the Company’s banking position, and agnate matters. These statements are based on assertive assumptions fabricated by the Company based on management’s acquaintance and acumen of absolute trends, accepted conditions, advancing approaching developments and added factors believed to be appropriate. Although the Company believes its expectations declared in this columnist absolution are based on reasonable assumptions, such statements are accountable to a cardinal of assumptions, risks and uncertainties, abounding of which are above the ascendancy of the Company, that could account absolute after-effects to alter materially from those adumbrated or bidding by the advanced statements. These accommodate risks apropos to changes in common bread-and-er and business conditions, fluctuations in oil and accustomed gas prices, acquiescence with absolute laws and changes in laws or government regulations, the abortion to apprehend the allowances of, and added risks apropos to, acquisitions, the accident of amount overruns, our adeptness to refinance our debt and added important factors, abounding of which could abnormally affect bazaar conditions, appeal for our services, and costs, and all or any one of which could account absolute after-effects to alter materially from those projected. For added information, see “Risk Factors” in the Company’s Annual Report filed on Anatomy 10-K with the Balance and Barter Commission and added accessible filings and columnist releases. Anniversary advanced account speaks alone as of the date of this columnist absolution and the Company undertakes no obligation to about amend or alter any advanced statement, whether as a aftereffect of new information, approaching contest or otherwise.
About Parker Drilling
Parker Conduct provides conduct casework and rental accoutrement to the activity industry. The Company’s Conduct Casework business serves operators in the civil amnion of the U.S. Gulf of Mexico utilizing Parker Drilling’s barge rig agile and in baddest U.S. and all-embracing markets and acrid ambiance regions utilizing Parker-owned and customer-owned equipment. The Company’s Rental Accoutrement Casework business food exceptional accessories and able-bodied casework to operators on acreage and adopted in the U.S. and all-embracing markets. Added advice about Parker Conduct can be begin on the Company’s website at www.parkerdrilling.com.
Contact: Nick Henley Director, Investor Relations ( 1) (281) 406-2082 [email protected]
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