HOUSTON, Jan. 22, 2014 /PRNewswire/ -- Parker Drilling
Company (NYSE: PKD) (the "Company") today announced the initial
tender and consent solicitation results of its previously announced
offer to purchase any and all of its outstanding 9.125% Senior
Notes due 2018 ("2018 Notes") pursuant to the Offer to Purchase and
Consent Solicitation dated January 7,
2014. In conjunction with the tender offer, the Company
solicited from holders of the notes consents to proposed amendments
to the indenture for the 2018 Notes, which would eliminate most of
the covenants and certain default provisions thereunder (the
"Proposed Amendments").
(Logo:
http://photos.prnewswire.com/prnh/20050620/PARKERDRILLINGLOGO)
As of January 21, 2014, at
5:00 p.m., New York City time, the Company had received
the requisite tenders and consents to effect the Proposed
Amendments, which will become effective upon execution of the
supplemental indenture governing the 2018 Notes.
Today (the "Initial Settlement Date"), the Company accepted for
purchase $416,199,000 aggregate
principal amount of the outstanding 2018 Notes (or 97.9% of the
outstanding principal amount of 2018 Notes) for a purchase price
equal to $1,061.98, plus accrued and
unpaid interest up to, but not including, the Initial Settlement
Date for each $1,000 principal amount
of the 2018 Notes purchased. This amount includes a consent payment
of $30.00 per $1,000 principal amount of 2018 Notes accepted
for purchase.
The Offer to Purchase the 2018 Notes will expire at 11:59 p.m., New York
City time, on February 4, 2014
unless extended or earlier terminated (the "Expiration Time").
Holders of the 2018 Notes who validly tender such notes on or prior
to the Expiration Time, and which notes are accepted for purchase,
will receive consideration equal to $1,031.98 per $1,000 principal amount of the 2018 Notes, plus
any accrued and unpaid interest on the 2018 Notes up to, but not
including, the final settlement date, which is expected to be
February 5, 2014.
As the withdrawal time and date of 5:00
p.m. New York City time on
January 21, 2014 has passed,
previously tendered 2018 Notes can no longer be withdrawn, and
holders who tender 2018 Notes after the withdrawal date will not
have withdrawal rights.
The Company retained BofA Merrill Lynch to act as sole dealer
manager for the tender offer. Questions or requests for assistance
regarding the terms of the tender offer should be directed to BofA
Merrill Lynch at (888) 292-0070 (toll-free) or (980) 387-3907
(collect). Requests for the Offer to Purchase and other documents
relating to the tender offer may be directed to D.F. King Co.,
Inc., information agent for the tender offer, at (212) 269-5550
(for banks and brokers only) or (800) 628-8536 (for all
others).
None of the Company, the dealer manager, the information agent
or the depositary makes any recommendation as to whether or not
holders should tender their 2018 Notes pursuant to the tender
offer. Each holder must make its own decision as to whether to
tender its 2018 Notes and, if so, the principal amount of the 2018
Notes to be tendered.
This press release is for informational purposes only and is
neither an offer to buy nor solicitation of an offer to sell any
securities.
The tender offer is being made pursuant to the terms of the
Offer to Purchase and related documents. The tender offer is not
being made to holders of 2018 Notes in any jurisdiction in which
the making or acceptance thereof would not be in compliance with
the securities, blue sky or other laws of such jurisdiction.
Cautionary Statement Regarding Forward-Looking
Statements
Statements in this news release, including but not limited to
those relating to the tender offer and other statements that are
not historical facts are forward-looking statements that are based
on current expectations. Although the Company believes that its
expectations are based on reasonable assumptions, it can give no
assurance that these expectations will prove correct. Important
factors that could cause actual results to differ materially from
those in the forward-looking statements include results of
operations, market conditions, capital needs and uses, satisfaction
of the financing condition to the tender offer and other risks and
uncertainties that are beyond the Company's control, including
those described in the Company's Form 10-K for the year ended
December 31, 2012 and its other
filings with the Securities and Exchange Commission. Any
forward-looking statement speaks only as of the date on which such
statement is made and the Company undertakes no obligation to
correct or update forward-looking information.
SOURCE Parker Drilling Company