HOUSTON, Aug. 23, 2018 /PRNewswire/ -- As previously
reported on July 12, 2018, Parker
Drilling Company (NYSE: PKD) (the "Company") adopted a shareholder
rights plan (the "Original Rights Plan") to protect the best
interests of the Company and its stakeholders. Consistent with that
objective, today the Company's Board of Directors (the "Board")
unanimously voted to amend the Original Rights Plan (as so amended,
the "Section 382 Rights Plan") to protect the potential future
value of the Company's net operating losses ("NOLs"), foreign tax
credits and other tax attributes (collectively, the "Tax
Benefits"). The Company believes these Tax Benefits are
valuable assets that could offset potential future income taxes for
federal income tax purposes. As of December
31, 2017, the Company had approximately $456 million of federal NOLs and $47 million of foreign tax credits.
The Company's ability to use the Tax Benefits would be
substantially limited if it experiences an "ownership change," as
defined in Section 382 of the Internal Revenue Code of 1986, as
amended (the "Code"). A company generally experiences an
ownership change if the percentage of its stock owned by its
"5-percent shareholders" increases by more than 50 percentage
points over a rolling three-year period. The Section 382 Rights
Plan is intended to reduce the likelihood of such an ownership
change by deterring any person or group from acquiring beneficial
ownership of 4.9% or more of the Company's outstanding common
stock.
The Section 382 Rights Plan is similar to those adopted by
numerous publicly-traded companies with significant Tax Benefits
seeking to protect shareholder value by preserving the ability to
utilize such Tax Benefits. The Section 382 Rights Plan is not
designed to prevent any action that the Board determines to be in
the best interests of the Company. The Company will continue to
welcome all constructive input from stakeholders, and the Section
382 Rights Plan will ensure that the Board remains in the best
position to maximize the Company's long-term value.
The Section 382 Rights Plan lowers the beneficial ownership
threshold for a person or group to become an "acquiring person"
under the plan to 4.9%, from 10% in the Original Rights Plan.
In addition, a shareholder or group that currently has beneficial
ownership of more than 4.9% is grandfathered, but may not acquire
additional shares of the Company's common stock without triggering
the Section 382 Rights Plan. However, any person or group of
affiliated or associated persons who proposes to acquire 4.9% or
more of the outstanding shares of common stock may apply to the
Board in advance for an exemption in accordance with and pursuant
to the terms of the Section 382 Rights Plan.
The Section 382 Rights Plan will expire July 12, 2019, unless shareholders ratify the
Section 382 Rights Plan prior to such date, in which case the term
extends to three years.
Further details about the Section 382 Rights Plan are available
on a Form 8-K filed with the U.S. Securities and Exchange
Commission.
Cautionary Statement
This press release contains
certain statements that may be deemed "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 addressing activities, events
or developments the Company expects, projects, believes, or
anticipates will or may occur in the future are forward-looking
statements. These statements include, but are not limited to,
statements about the value and future use of Tax Benefits, our
evaluation of options to enhance our capital structure in light of
upcoming debt maturities, anticipated future financial or
operational results; the outlook for rental tools utilization and
rig utilization and dayrates; the results of past capital
expenditures; scheduled start-ups of rigs; general industry
conditions such as the demand for drilling and the factors
affecting demand; competitive advantages such as technological
innovation; future operating results of the Company's rigs, rental
tools operations and projects under management; future capital
expenditures; expansion and growth opportunities; acquisitions or
joint ventures; asset purchases and sales; successful negotiation
and execution of contracts; scheduled delivery of drilling rigs or
rental equipment for operation; the Company's financial position;
changes in utilization or market share; outcomes of legal
proceedings; compliance with credit facility and indenture
covenants; and similar matters. 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 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 drilling services and rental tools to the
energy industry. The Company's Drilling Services business serves
operators in the inland waters of the U.S. Gulf of Mexico utilizing Parker Drilling'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 Services 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 www.parkerdrilling.com.
Contact:
Nick
Henley
Director, Investor Relations
(+1) (281) 406-2082
nick.henley@parkerdrilling.com
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SOURCE Parker Drilling Company