THE WOODLANDS, Texas,
Nov. 30, 2016 /PRNewswire/
-- Newpark Resources, Inc. (NYSE: NR) announced the pricing of
its offering of $87.5 million
aggregate principal amount of 4.00% convertible senior notes
due 2021 ("Notes") in a private placement to qualified
institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended. Newpark expects closing of this offering
to occur on December 5, 2016, subject
to customary closing conditions. Newpark has also granted the
initial purchasers an option to purchase up to $12.5 million principal amount of additional
Notes, exercisable within 30 days, which if exercised, would
increase the total Notes offering to $100.0
million.
The Notes are expected to pay interest semiannually and to be
convertible as of June 1, 2021, and
prior to that date, only upon specified circumstances. The
initial conversion rate of 107.1381 shares per $1,000 principal amount of Notes corresponds to a
conversion price of approximately $9.33 per share. Upon conversion, the Notes
may be settled, at Newpark's election, in shares of Newpark's
common stock, cash or a combination of cash and shares. Newpark may
not redeem the Notes at its election prior to their maturity date.
Newpark intends to use the net proceeds from the offering to retire
existing indebtedness and for general corporate purposes.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy the securities described herein,
nor shall there be any offer, solicitation or sale of these
securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction. The Notes and the common stock issuable upon
conversion of the Notes have not been registered under the
Securities Act of 1933, as amended, or any state securities laws.
Unless so registered, the Notes and the common stock issuable on
conversion of the Notes may not be offered or sold in the United States except pursuant to an
exemption from the registration requirements of the Securities Act
and applicable states securities laws.
This news release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act that are
based on management's current expectations, estimates and
projections and involve substantial risks and uncertainties. All
statements, other than statements of historical fact, contained in
this news release, including statements regarding Newpark's
strategy future operations, future financial position, future
revenues, projected costs, prospects, plans and objectives of
management, are forward-looking statements. The words
"anticipate," "believe," "estimate," "expect," "intend," "may,"
"might," "plan," "predict," "project," "target," "potential,"
"will," "would," "could," "should," "continue," and similar
expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain these
identifying words. These statements are not guarantees of future
performance and involve a number of risks, uncertainties and
assumptions. Many factors, including those discussed more fully
elsewhere in this release and in documents filed with the
Securities and Exchange Commission by Newpark, particularly its
Annual Report on Form 10-K for the year ended December 31,
2015 and its Quarterly Report on Form 10-Q for the quarter ended
September 30, 2016, as well as
others, could cause results to differ materially from those
expressed in, or implied by, these statements. These risk factors
include, but are not limited to, risks related to the worldwide oil
and natural gas industry, Newpark's customer concentration and
reliance on the U.S. exploration and production market, the cost
and continued availability of borrowed funds including risk of
noncompliance with debt covenants, risks related to Newpark's
international operations, operating hazards present in the oil and
natural gas industry, Newpark's ability to execute its business
strategy and make successful business acquisitions and capital
investments, the availability of raw materials and skilled
personnel, Newpark's market competition, compliance with legal and
regulatory matters, including environmental regulations, the
availability of insurance and the risks and limitations of
Newpark's insurance coverage, potential impairments of long-lived
intangible assets, technological developments in Newpark's
industry, cybersecurity breaches or business system disruptions,
risks related to severe weather, particularly in the U.S. Gulf
Coast and risks related to fluctuations in the market value of
Newpark's common stock. Newpark's filings with the Securities and
Exchange Commission can be obtained at no charge at www.sec.gov, as
well as through its website.
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Contacts:
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Brian
Feldott
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Director, Investor
Relations
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Newpark Resources,
Inc.
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bfeldott@newpark.com
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281-362-6800
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SOURCE Newpark Resources, Inc.