THE WOODLANDS, Texas,
Dec. 5, 2016 /PRNewswire/
-- Newpark Resources, Inc. (NYSE: NR) announced today, in
connection with the Company's previously announced offering of
$87.5 million 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, that the initial
purchasers exercised in full their option to purchase an additional
$12.5 million principal amount of
Notes resulting in a closing of $100.0
million in aggregate principal of Notes.
The Notes will pay interest semiannually and will be convertible
as of June 1, 2021, and prior to that
date, only upon specified circumstances. The Notes will mature on
December 1, 2021 unless earlier
repurchased or converted. The initial conversion rate of
107.1381 shares per $1,000 principal
amount of the 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 of Newpark's common stock. Newpark may not redeem the Notes
at its election prior to their maturity date.
The net proceeds to the Company from the offering are
approximately $96.6 million, after
deducting fees and estimated expenses. The Company used
approximately $78 million of the net
proceeds of the offering to retire existing indebtedness and
intends to use remaining proceeds for additional debt retirement
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.
Contacts:
|
Brian
Feldott
|
|
Director, Investor
Relations
|
|
Newpark Resources,
Inc.
|
|
bfeldott@newpark.com
|
|
281-362-6800
|
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/newpark-announces-closing-of-100-million-in-new-financing-and-the-retirement-of-78-million-of-debt-300372974.html
SOURCE Newpark Resources, Inc.