UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): January 26, 2015
PARKER DRILLING COMPANY
(Exact name of registrant as specified
in its charter)
| Delaware |
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001-07573 |
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73-0618660 |
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(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
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5 Greenway Plaza, Suite 100
Houston, Texas |
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77046 |
| (Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number,
including area code: (281) 406-2000
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240. 14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240. 14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c)) |
Item 1.01.
The information included or incorporated
by reference in Item 2.03 below is incorporated by reference into this Item 1.01.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Company |
On January 26, 2015, Parker Drilling Company,
a Delaware corporation (the “Company”) amended and restated its senior secured credit agreement (the “Credit
Agreement”) with the Company, as borrower, Bank of America, N.A., as administrative agent (in such capacity, the “Administrative
Agent”) and an issuer of letters of credit, the several banks and other financial institutions or entities from time to time
parties thereto as lenders (the “Lenders”), Wells Fargo Bank, National Association, as syndication agent, and Barclays
Bank PLC, as documentation agent. The Credit Agreement has a term of five years. The Credit Agreement is a further amendment and
restatement of the Company’s Amended and Restated Credit Agreement dated as of December 14, 2012, as amended.
The obligations of the Company under the
Credit Agreement are guaranteed by substantially all of the Company’s domestic subsidiaries (except for domestic subsidiaries
owned by foreign subsidiaries, project finance subsidiaries and certain immaterial subsidiaries), each of which has executed a
guaranty as a subsidiary guarantor. In addition, the obligations of the Company under the Credit Agreement are secured by a pledge
of the stock of all of the subsidiary guarantors, certain immaterial domestic subsidiaries and certain first-tier foreign subsidiaries,
a naval mortgage on certain barge drilling rigs, inventory, equipment and land rigs of the subsidiary guarantors, and other tangible
and intangible assets of the Company and the subsidiary guarantors.
The Credit Agreement provides for a five
year senior secured $200 million revolving credit facility (the “Revolving Credit Facility”). Up to $50 million of
the Revolving Credit Facility may be used for letters of credit. Extensions of credit under the Credit Agreement may be used for
working capital and other general corporate purposes. The Company will have the option to increase the Credit Agreement up to an
additional $75 million, subject to the satisfaction of certain conditions and the procurement of additional commitments from new
or existing Lenders.
At the option of the Company, borrowings
under the Credit Agreement may bear interest at (i) the Base Rate (as defined in the Credit Agreement) plus the Applicable Rate
described below (“Base Rate Loans”) or (ii) the Eurodollar Rate (as defined in the Credit Agreement) plus the Applicable
Rate described below (“Eurodollar Rate Loans”). The Applicable Rate means (i) from the closing date to the date
on which the Administrative Agent receives a Compliance Certificate for the fiscal quarter ending December 31, 2014, 1.50%
per annum for Base Rate Loans and 2.50% per annum for Eurodollar Rate Loans, and (ii) thereafter, the applicable percentage
per annum set forth below determined by reference to the Consolidated Leverage Ratio as set forth in the most recent Compliance
Certificate submitted by the Company and received by the Administrative Agent:
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| Applicable Rate |
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Pricing Level |
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Consolidated Leverage Ratio |
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Eurodollar Rate Loans and
Letters of Credit |
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Base Rate Loans |
| 1 |
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< 2.50: 1 |
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2.50% |
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1.50% |
| 2 |
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³ 2.50:1 but < 3.50: 1 |
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2.75% |
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1.75% |
| 3 |
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³ 3.50: 1 |
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3.00% |
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2.00% |
As of the closing of the Credit Agreement
on January 26, 2015, there were letters of credit with an aggregate face amount of $11,553,308 outstanding and $30,000,000 in aggregate
principal amount of revolving credit loans outstanding under the Revolving Credit Facility.
The Credit Agreement includes customary
affirmative and negative covenants, such as limitations on indebtedness, liens, entry into certain affiliate transactions and payments
(including payment of dividends) and maintenance of certain ratios and coverage tests (including a minimum Asset Coverage Ratio
(as defined in the Credit Agreement) of 1.25:1.00 at each quarter end).
The Credit Agreement also
includes customary events of default for facilities of this nature. Specifically, an event of default under the Credit
Agreement may be triggered by, among other things, a failure to comply with financial covenants or other covenants, a failure
to make payments when due, a change in control of the Company or certain insolvency proceedings. An event of default would
permit the Lenders to restrict the Company’s access to the Revolving Credit Facility and to take possession of the
collateral to satisfy any outstanding loans or letters of credit.
The above description of the material terms
and conditions of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of the Credit Agreement.
| Item 9.01 | Financial Statements and Exhibits. |
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Exhibit Number |
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Description |
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| 99.1 |
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Press Release of January 28, 2015 announcing the Credit Agreement |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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PARKER DRILLING COMPANY |
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| Date: January 30, 2015 |
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By: |
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/s/ JON-AL DUPLANTIER |
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Jon-Al Duplantier |
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Senior Vice President and
General Counsel
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Exhibit 99.1
Parker Drilling Announces $200 Million
Revolving Credit Facility
HOUSTON, Jan. 28, 2015 -- Parker Drilling Company (NYSE: PKD)
announced today the closing of a senior secured $200 million revolving credit facility, maturing in 2020. Terms include the ability
to increase the facility by up to $75 million, subject to the agreement of existing or new lenders. The 5-year facility amends
and extends the company’s existing credit facility, comprised of an $80 million revolving facility, which was undrawn except
for letters of credit, and a $30 million term loan, maturing in December, 2017. The term loan was repaid with borrowings under
the amended facility and all outstanding letters of credit have been continued under the amended facility.
“The new facility significantly increases our liquidity
and financial flexibility and supports our ability to provide innovative, reliable and efficient solutions to our customers,”
said Gary Rich, chairman, president and CEO. The credit facility is available for general corporate purposes and to support letters
of credit. The facility was arranged by Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC,
who acted as Joint Lead Arrangers and Joint Bookrunners. Nine financial institutions currently participate in the facility.
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 that address activities, events or developments
that the Company expects, projects, believes, or anticipates will or may occur in the future are forward-looking statements. 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
that 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 contract drilling and drilling-related
services and rental tools to the energy industry. The Company’s drilling business serves operators in the inland waters
of the U.S. Gulf of Mexico utilizing Parker’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 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 http://www.parkerdrilling.com.
Investor Contact:
Richard Bajenski
Director, Investor Relations
(281) 406-2030
richard.bajenski@parkerdrilling.com
Media Contact:
Stephanie J. Dixon
Manager, Marketing & Corporate Communications
(281) 406-2212
stephanie.dixon@parkerdrilling.com