Stock Statement Form Here’s What Industry Insiders Say About Stock Statement Form

HOUSTON, Oct. 21, 2019 /PRNewswire/ — Parker Conduct Company (NYSE: PKD) (“Parker” or the “Company”) appear today that it has filed a revised basic proxy account with the Balance and Exchange Commission (the “SEC”) apropos to a angle by its Board of Admiral (the “Board”) to alter the Company’s adapted and restated affidavit of assimilation to aftereffect a about-face banal split, to be followed anon by a advanced banal split, at a arrangement of (i) not beneath than 1-for-5 and not greater than 1-for-100, in the case of the about-face banal split, and (ii) not beneath than 5-for-1 and not greater than 100-for-1, in the case of the advanced banal split, which collectively are the “stock splits.” The proposed banal splits abide to be for the purpose of deregistering the Company’s accepted banal beneath the Balance Exchange Act of 1934, as adapted (the “Exchange Act”), in affiliation with delisting the Company’s shares from trading on the New York Banal Exchange, as ahead appear on September 10, 2019.



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As of October 18, 2019, the Company’s (i) controlling admiral and admiral and (ii) 10% stockholders, which abide of Värde Partners and Brigade Capital Management, LP, accept adumbrated that they intend to vote all their shares (17,231 and 9,317,302 shares, respectively) in favor of the banal splits. The accumulated backing of our (i) admiral and controlling admiral and (ii) 10% stockholders comprise about 0.1% and 61.9% of the Company’s outstanding shares, respectively. If accustomed by our stockholders, the exact banal breach ratios will be set aural the ranges declared aloft at the acumen of the Board (and, in all cases, with the advanced banal breach arrangement actuality the afflicted of the about-face Banal breach ratio), after added approval or allotment of our stockholders. In addition, our Board, in its sole discretion, may accomplish the banal splits anon afterward the accessible advertisement of the banal breach ratios called by the Board or accept to carelessness the proposed banal splits and the all-embracing transaction (whether or not accustomed by the stockholders), at any time. The banknote acquittal to stockholders to be paid in lieu of apportioned shares charcoal banausic so that a stockholder owning anon above-mentioned to the able time beneath than a minimum cardinal of shares, which, depending on the banal breach ratios called by the Board, would be amid 5 and 100, would be paid $30.00, after interest, for anniversary allotment of accepted banal captivated by such holder anon above-mentioned to able time. Cashed out stockholders would no best be stockholders of the Company. At this time, the Company believes that any about-face banal breach arrangement aural the proposed ambit would abate the cardinal of almanac holders beneath 300, which is the akin at or aloft which the Company is appropriate to abide an SEC registrant.  

After announcement on September 10, 2019 the banal splits at a proposed about-face banal breach arrangement of 1-for-100 to be followed by a advanced banal breach arrangement of 100-for-1 and the proposed transaction to deregister and delist its accepted stock, the Board and its admiral empiric a abundant access in trading of the Company’s accepted stock. While this added trading action had alone a nominal aftereffect on the cardinal of holders of record, it led to a cogent access in the cardinal of shares that would be cashed out in lieu of accepting apportioned shares at the ahead proposed about-face banal breach ratio, which would accomplish the banal splits and the proposed transaction decidedly added big-ticket for the Company.



The Board affluence the appropriate to change the agreement of or carelessness the proposed banal splits or the all-embracing proposed transaction at any time if it believes the banal splits or the all-embracing proposed transaction are no best in the best interests of our stockholders, whether above-mentioned to or afterward the appropriate affair of stockholders, including as a aftereffect of a change in the cardinal of shares (whether or not captivated in “street name”) that will be exchanged for banknote that would access in any absolute account the amount and amount of the banal splits compared to antecedent estimates.  



About Parker Drilling

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Parker Conduct provides conduct casework and rental accoutrement to the activity industry. The Company’s Conduct Casework business serves operators through the use of Parker-owned and customer-owned rig fleets in baddest U.S. and all-embracing markets, specializing in alien and acrid ambiance regions. 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 Media  

Additional Information and Where to Find It

THIS PRESS RELEASE IS ONLY A BRIEF DESCRIPTION OF THE PROPOSED TRANSACTION. IT IS NOT A REQUEST FOR OR SOLICITATION OF A PROXY OR AN OFFER TO ACQUIRE OR SELL ANY SHARES OF COMMON STOCK. THE COMPANY HAS FILED A REVISED PRELIMINARY PROXY STATEMENT AND OTHER REQUIRED MATERIALS, INCLUDING A SCHEDULE 13E-3, WITH THE SEC CONCERNING THE PROPOSED STOCK SPLITS, AND INTENDS TO FILE A DEFINITIVE PROXY STATEMENT AND OTHER REQUIRED MATERIALS, INCLUDING ANY AMENDMENTS THERETO. A COPY OF ALL FINAL PROXY MATERIALS WILL BE MADE AVAILABLE TO STOCKHOLDERS PRIOR TO A SPECIAL MEETING OF STOCKHOLDERS AT WHICH THE COMPANY’S STOCKHOLDERS WILL BE ASKED TO VOTE ON THE PROPOSALS DESCRIBED IN THE MATERIALS PROVIDED BY THE COMPANY. THE COMPANY URGES ALL STOCKHOLDERS TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, AS WELL AS ALL OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THOSE DOCUMENTS WILL INCLUDE IMPORTANT INFORMATION. A FREE COPY OF ALL MATERIALS THE COMPANY FILES WITH THE SEC, INCLUDING THE COMPANY’S SCHEDULE 13E-3 AND PROXY STATEMENT, WILL BE AVAILABLE AT NO COST ON THE SEC’S WEBSITE AT WWW.SEC.GOV. WHEN THOSE DOCUMENTS BECOME AVAILABLE, THE PROXY STATEMENT AND OTHER DOCUMENTS FILED BY THE COMPANY MAY ALSO BE OBTAINED WITHOUT CHARGE BY DIRECTING A REQUEST TO PARKER DRILLING COMPANY, 5 GREENWAY PLAZA, SUITE 100, HOUSTON, TEXAS 77046, ATTENTION: CORPORATE SECRETARY.  

Participants in the Solicitation

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The Company and its admiral and controlling admiral may be accounted to be participants in the address of proxies in affiliation with the proposed transaction. Advice apropos such participants is set alternating in the Company’s Annual Report on Form 10-K filed with the SEC on March 11, 2019, as adapted by the Form 10-K/A filed on April 29, 2019. To the admeasurement that such participants’ backing of the Company’s balance accept afflicted back the amounts printed in the Company’s Form 10-K, such changes accept been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional advice apropos the interests of such participants in the address of proxies in affiliation with the proposed transaction will be included in the proxy account to be filed by the Company with the SEC in affiliation with the proposed transaction.  

Forward-Looking Statements

This columnist absolution may accommodate advanced statements that are actuality fabricated pursuant to the Private Balance Litigation Reform Act of 1995, which provides a “safe harbor” for advanced statements to animate companies to accommodate -to-be advice so continued as those statements are accompanied by allusive cautionary statements anecdotic important factors that could account absolute after-effects to alter materially from those discussed in the statement. Such advanced statements accommodate statements about the perceived allowances and costs of the proposed transaction, the cardinal of shares of the Company’s accepted banal that are accepted to be cashed out in the proposed transaction and the timing and stockholder approval of the proposed transaction. Such advanced statements are accountable to a cardinal of accepted and alien risks and uncertainties that could account absolute results, achievement or achievements to alter materially from those declared or adumbrated in such forward- attractive statements. Accordingly, absolute after-effects may alter materially from such advanced statements. The advanced statements apropos to the transaction discussed aloft are based on the Company’s accepted expectations, assumptions, estimates and projections about the Company and absorb cogent risks and uncertainties, including the abounding variables that may appulse the Company’s projected amount savings, variables and risks accompanying to cleanup of the proposed transaction, SEC authoritative analysis of the Company’s filings accompanying to the proposed transaction, and the continuing assurance of the Board of Admiral 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 afterlight any such advanced statements to reflect absolute results, changes in assumptions or changes in added factors affecting such advanced statements.  

Contact:

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Nick Henley
Director, Investor Relations
( 1) (281) 406-2082 Media

SOURCE Parker Conduct Company

Media

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