Parker Drilling Company 8-K 2012
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 25, 2012
PARKER DRILLING COMPANY
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code: (281) 406-2000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Item 1.01 Entry into a Material Definitive Agreement
On April 25, 2012, Parker Drilling Company (the Company) and certain wholly owned subsidiary guarantors (the Guarantors) entered into a Registration Rights Agreement (the Registration Rights Agreement) with Barclays Capital Inc., RBS Securities Inc., Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc., HSBC Securities (USA) Inc. and Natixis Securities Americas LLC (collectively, the Initial Purchasers) in connection with the closing of the sale of the Companys 9 1/8% Senior Notes due 2018 (the Senior Notes) in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the Securities Act). Under the Registration Rights Agreement, the Company and the Guarantors agreed to use their commercially reasonable best efforts to file with the United States Securities and Exchange Commission and cause to become effective a registration statement relating to an offer to issue new notes having terms substantially identical to the Senior Notes in exchange for outstanding Senior Notes. In certain circumstances, the Company and the Guarantors may be required to use commercially reasonable best efforts to file a shelf registration statement to cover resales of the Senior Notes. The Company may be required to pay additional interest to holders of the Senior Notes under certain circumstances in connection with its obligations under the Registration Rights Agreement.
The foregoing description of the Registration Rights Agreement is not complete and is qualified in its entirety by reference to the complete document, which is filed as Exhibit 10.1 to this report.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On April 25, 2012, the Company issued $125,000,000 aggregate principal amount of its Senior Notes pursuant to an Indenture, dated as of March 22, 2010 (the Indenture), among the Company, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A. (the Trustee). The Senior Notes are general unsecured senior obligations of the Company. The Senior Notes rank equal in right of payment with all of the Companys existing and future senior unsecured indebtedness. The Senior Notes are jointly and severally guaranteed by substantially all of the Companys direct and indirect domestic subsidiaries other than immaterial subsidiaries and subsidiaries generating revenue primarily outside the United States.
Interest and Maturity
The Senior Notes will mature on April 1, 2018. Interest on the Senior Notes will accrue from April 1, 2012 at the rate of 9 1/8% per annum and will be payable on April 1 and October 1 of each year, beginning on October 1, 2012.
At any time prior to April 1, 2013, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Senior Notes at a redemption price of 109.125% of the principal amount, plus accrued and unpaid interest and additional interest, if any, to the redemption date with the net cash proceeds of certain equity offerings by the Company, provided that
On and after April 1, 2014, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days notice, at redemption prices (express as percentages of the principal amount) equal to 104.563% for the twelve-month period beginning on April 1, 2014, 102.281% for the twelve-month period beginning on April 1, 2015 and 100.000% beginning on April 1, 2016, plus accrued and unpaid interest and additional interest, if any.
Change of Control
If a Change of Control (as defined in the Indenture) occurs, the Company must offer to repurchase the Senior Notes at 101% of the principal amount of the Senior Notes, plus accrued and unpaid interest to the date of repurchase.
The foregoing description of the Senior Notes is not complete and is qualified in its entirety by reference to the complete Indenture, which was filed as Exhibit 4.1 to the Companys Form 8-K filed on March 22, 2010.
Item 8.01 Other Events
On April 25, 2012, the Company announced the closing of its previously announced sale of $125 million aggregate principal amount of 9 1/8% Senior Notes due 2018 in a private offering. A copy of the press release is filed as Exhibit 99.1 to this report.
The press release is incorporated by reference into this Item 8.01 and the foregoing description is qualified in its entirety by reference to such exhibit.
Item 9.01 Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.