PKD Parker Drilling Company

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )

Parker Drilling Company

(Name of the Issuer and Name of Person Filing Statement)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

701081507

(CUSIP Number of Class of Securities)

Jennifer F. Simons

Vice President, General Counsel and Secretary

Parker Drilling Company

5 Greenway Plaza, Suite 100

Houston, Texas 77046

(281) 406-2000

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of Persons Filing Statement)

Copies to:

Daniel Fisher

Akin Gump Strauss Hauer Feld LLP

One Bryant Park

Bank of America Tower

New York, NY 10036

(212) 872-1000

This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:  ☒

Check the following box if the filing is a final amendment reporting the results of the transaction:  ☐

Calculation of Filing Fee

Amount Previously Paid:

Form or Registration No.:

Filing Party:

Date Filed:

RULE 13e-3 TRANSACTION STATEMENT

INTRODUCTION

This Rule 13e-3 Transaction Statement on Schedule 13E-3 (this “Schedule 13E-3”) is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), by Parker Drilling Company (the “Company”), a Delaware corporation.

The Company proposes to hold a special meeting of its stockholders to consider amendments to the Company’s amended and restated certificate of incorporation to effect a 1-for-100 reverse stock split (the “Reverse Stock Split”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), followed immediately by a 100-for-1 forward stock split of the Company’s Common Stock (the “Forward Stock Split” and, together with the Reverse Stock Split, the “Stock Splits”). As a result of the Stock Splits, each share of the Company’s Common Stock held by a stockholder of record owning immediately prior to the effective time of the Stock Split fewer than 100 shares will be converted into the right to receive $30.00 in cash, without interest (the “Cash Payment”), and such stockholders would no longer be stockholders of the Company (the “Cashed Out Stockholders”). Stockholders owning 100 or more shares immediately prior the effective time of the Stock Splits (the “Continuing Stockholders”) would not be entitled to receive any cash for their fractional share interests resulting from the Reverse Stock Split, if any. The Forward Stock Split, which would immediately follow the Reverse Stock Split, would reconvert whole shares and fractional share interests held by the Continuing Stockholders back into the same number of shares of the Company’s Common Stock held by such Continuing Stockholders immediately prior to the effective time. As a result of the Forward Stock Split, the total number of shares of the Company’s Common Stock held by a Continuing Stockholder would not change as a result of the Transaction.

The primary purpose of the Stock Splits is to enable the Company to reduce the number of record holders of its common stock below 300, which is the level at which public reporting is required with the SEC. The Stock Splits are being undertaken as part of the Company’s plan to suspend its duty to file periodic and current reports and other information with the SEC under the Exchange Act. Each of the Finance and Strategic Planning Committee of the Board of Directors (the “Finance and Strategic Planning Committee”) and the Company’s Board of Directors (the “Board”) has determined that the costs of being a public reporting company outweigh the benefits thereof. The actions the Company would take to suspend, and events that occur as a result of such actions that would have the effect of suspending, the Company’s reporting obligations under the Exchange Act, including effectuating the Stock Splits, delisting the Company’s Common Stock from trading on the New York Stock Exchange, terminating the registration of the Company’s Common Stock under Sections 12(b) and 12(g) of the Exchange Act and suspending of the Company’s reporting obligations under Section 15(d) of the Exchange Act, are collectively referred to herein as the “Transaction”. After giving effect to the Transaction, the Company will no longer be subject to the reporting requirements under the Exchange Act or other requirements applicable to a public company, including requirements under the Sarbanes-Oxley Act of 2002 and the listing standards of any national securities exchange.

This Schedule 13E-3 is being filed with the SEC concurrently with the filing of the Company’s preliminary proxy statement on Schedule 14A (the “Proxy Statement”) pursuant to Regulation 14A under the Exchange Act. The information contained in the Proxy Statement, including all annexes thereto, is expressly incorporated herein by reference and the responses to each item of this Schedule 13E-3 are qualified in their entirety by reference to the information contained in the Proxy Statement. As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion or amendment. This Schedule 13E-3 will be amended to reflect such completion or amendment of the Proxy Statement. Capitalized terms used and not otherwise defined herein have the meanings ascribed to such terms in the Proxy Statement.

The information set forth in the Proxy Statement under the caption “SUMMARY TERM SHEET” is incorporated herein by reference.

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(a) Name and Address. The name of the subject company is Parker Drilling Company, a Delaware corporation. The Company’s principal executive offices are located at 5 Greenway Plaza, Suite 100, Houston, Texas 77046. The Company’s telephone number is (281) 406-2000.

(b) Securities. The subject class of equity securities to which this Schedule 13E-3 relates is the Company’s Common Stock, of which 15,044,739 shares were outstanding as of September 5, 2019.

(c) Trading Market and Price. The information set forth in the Proxy Statement under “INFORMATION ABOUT THE COMPANY — Market Price of Common Stock” is incorporated herein by reference.

(d) Dividends. The information set forth in the Proxy Statement under “INFORMATION ABOUT THE COMPANY — Dividends” is incorporated herein by reference.

(e) Prior Public Offerings. The Company has conducted two underwritten public offerings within the three years preceding the date of the filing of this Schedule 13E-3, each of which were conducted on February 23, 2017.

The Company issued 500,000 shares of 7.25% Series A Mandatory Convertible Preferred Stock, par value $1.00 per share (the “Old Preferred Shares”), for $100 per share. The Company received total net proceeds of $50.0 million, after underwriting discount and offering expenses.

The Company issued 12,000,000 shares of common stock, par value $0.16 2/3 per share (the “Old Common Shares” and, together with the Old Preferred Shares, the “Old Shares”), for $2.10 per share. The Company received total net proceeds of $25.20 million, after underwriting discount and offering expenses.

In accordance with the Amended Joint Chapter 11 Plan of Reorganization of Parker Drilling Company and its Debtor Affiliates (as amended, modified or supplemented from time to time, the “Plan”), all Old Shares were canceled and have no further force or effect as of March 26, 2019, the effective date of the Plan.

(f) Prior Stock Purchases. None.

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The address of each director and executive officer of the Company is c/o Parker Drilling Company, 5 Greenway Plaza, Suite 100, Houston, Texas 77046 and the telephone number for each of them is (281) 406-2000.

(b) Business and Background of Entities. Not applicable.

(c) Business and Background of Natural Persons. The information set forth in the Proxy Statement under “INFORMATION ABOUT THE COMPANY — Directors and Executive Officers” is incorporated herein by reference.

Neither the Company nor, to the Company’s knowledge, the Company’s directors or executive officers, has been convicted in a criminal proceeding during the past five years (excluding traffic violations or similar misdemeanors) or has been a party to any judicial or administrative proceeding during the past five years (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

(a) Material Terms. The information set forth in the Proxy Statement under “SUMMARY TERM SHEET” and “SPECIAL FACTORS” is incorporated herein by reference.

(c) Different Terms. The information set forth in the Proxy Statement under “SPECIAL FACTORS — Purpose of and Reasons for the Stock Splits and the Transaction,” “—Effects of the Transaction (including the Stock Splits),” “Fairness of the Stock Splits to effect the Transaction,” “—Material Federal Income Tax Consequences” and “—Payment for Fractional Shares” is incorporated herein by reference.

(d) Appraisal Rights. The information set forth in the Proxy Statement under “SPECIAL FACTORS — No Appraisal or Dissenters’ Rights” is incorporated herein by reference.

(e) Provisions for Unaffiliated Security Holders. The information set forth in the Proxy Statement under “SPECIAL FACTORS — Fairness of the Stock Splits to effect the Transaction” is incorporated herein by reference.

(f) Eligibility for Listing or Trading. Not applicable.

(a) Transactions. The information set forth in the Proxy Statement under “SPECIAL FACTORS — Interests of Executive Officers, Directors and 10% Stockholders” is incorporated herein by reference.

(b) Significant Corporate Events. The information set forth in the Proxy Statement under “SPECIAL FACTORS — Fairness of the Stock Splits to effect the Transaction,” “—Interests of Executive Officers, Directors and 10% Stockholders” and “—Background of the Stock Splits to Effect the Transaction” is incorporated herein by reference.

(c) Negotiations or Contacts. The information set forth in the Proxy Statement under “SPECIAL FACTORS — Fairness of the Stock Splits to effect the Transaction,” “—Interests of Executive Officers, Directors and 10% Stockholders” and “—Background of the Stock Splits to Effect the Transaction” is incorporated herein by reference.

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(e) Agreements Involving the Subject Company’s Securities. The information set forth in the Proxy Statement under “SPECIAL FACTORS — Interests of Executive Officers, Directors and 10% Stockholders” and “— Stockholder Approval” is incorporated herein by reference.

(b) Use of Securities Acquired. The information set forth in the Proxy Statement under “SPECIAL FACTORS — Effective Date” is incorporated herein by reference.

(c) Plans. The information set forth in the Proxy Statement under “SPECIAL FACTORS — Purpose of and Reasons for the Stock Splits and the Transaction,” “— Background of the Stock Splits to Effect the Transaction,” “— Effects of the Transaction (including the Stock Splits),” “— New York Stock Exchange Listing; OTC Market” and “— Fairness of the Stock Splits to effect the Transaction,” is incorporated herein by reference.

(a) Purposes. The information set forth in the Proxy Statement under “SPECIAL FACTORS — Purpose of and Reasons for the Stock Splits and the Transaction” and “— Background of the Stock Splits to Effect the Transaction” is incorporated herein by reference.

(b) Alternatives. The information set forth in the Proxy Statement under “SPECIAL FACTORS — Background of the Stock Splits to Effect the Transaction” and “— Alternatives to the Stock Splits to Effect the Transaction” is incorporated herein by reference.

(c) Reasons. The information set forth in the Proxy Statement under “SPECIAL FACTORS — Purpose of and Reasons for the Stock Splits and the Transaction,” “— Background of the Stock Splits to Effect the Transaction,” “— Alternatives to the Stock Splits to Effect the Transaction,” and “— Fairness of the Stock Splits to effect the Transaction” is incorporated herein by reference.

(d) Effects. The information set forth in the Proxy Statement under “SPECIAL FACTORS — Purpose of and Reasons for the Stock Splits and the Transaction,” “— Effects of the Transaction (including the Stock Splits),” “— New York Stock Exchange Listing; OTC Market,” and “— Material Federal Income Tax Consequences” is incorporated herein by reference.

(a) Fairness. The information set forth in the Proxy Statement under “SPECIAL FACTORS — Background of the Stock Splits to Effect the Transaction,” and “— Fairness of the Stock Splits to effect the Transaction” is incorporated herein by reference.

(b) Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under “SPECIAL FACTORS — Purpose of and Reasons for the Stock Splits and the Transaction,” “— Background of the Stock Splits to Effect the Transaction,” “— Alternatives to the Stock Splits to Effect the Transaction,” “— Fairness of the Stock Splits to effect the Transaction,” “Reservation of Rights” and “— Fairness Opinion of Financial Advisor” is incorporated herein by reference.

(c) Approval of Security Holders. The information set forth in the Proxy Statement under “SPECIAL FACTORS — Fairness of the Stock Splits to effect the Transaction” and “— Stockholder Approval” is incorporated herein by reference.

(d) Unaffiliated Representatives. The information set forth in the Proxy Statement under “SPECIAL FACTORS — Fairness of the Stock Splits to effect the Transaction” is incorporated herein by reference.

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(e) Approval of Directors. The Stock Splits and the Transaction were approved unanimously by the Board, including a majority of the directors of the Company who are not employees of the Company. The information set forth in the Proxy Statement under “SPECIAL FACTORS — Background of the Stock Splits to Effect the Transaction,” and “— Fairness of the Stock Splits to effect the Transaction” is incorporated herein by reference.

(f) Other Offers. The information set forth in the Proxy Statement under “SPECIAL FACTORS — Fairness of the Stock Splits to effect the Transaction” is incorporated herein by reference.

(a) Report, Opinion or Appraisal. The information set forth in the Proxy Statement under “SPECIAL FACTORS — Background of the Stock Splits to Effect the Transaction,” “— Fairness of the Stock Splits to effect the Transaction,” and “— Fairness Opinion of Financial Advisor” is incorporated herein by reference.

(b) Preparer and Summary of the Report, Opinion or Appraisal. The Finance and Strategic Planning Committee retained Houlihan Lokey Capital, Inc. (“Houlihan Lokey”), as its independent financial advisor, to provide financial analyses to the Finance and Strategic Planning Committee in connection with the Finance and Strategic Planning Committee’s evaluation of the Stock Splits, as well as, if requested by the Finance and Strategic Planning Committee, render an oral opinion to the Finance and Strategic Planning Committee (to be subsequently confirmed in writing), that, subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in connection with the preparation of its opinion, as of the date thereof, the Cash Payment to be received by the Cashed Out Stockholders in the Reverse Stock Split was fair, from a financial point of view, to such Cashed Out Stockholders.

The information set forth in the Proxy Statement under “SPECIAL FACTORS — Background of the Stock Splits to Effect the Transaction,” “— Fairness of the Stock Splits to effect the Transaction,” and “— Fairness Opinion of Financial Advisor” is incorporated herein by reference.

(c) Availability of Documents. The full text of Houlihan Lokey’s fairness opinion, dated September 6, 2019, is attached as Annex C to the Proxy Statement. The fairness opinion of Houlihan Lokey and its financial analyses, which were provided to the Finance and Strategic Planning Committee (in its capacity as such) for its use in the evaluation of the Stock Splits, dated September 6, 2019, are each available for inspection and copying at the Company’s principal executive offices, 5 Greenway Plaza, Suite 100, Houston, Texas 77046.

(a) Source of Funds. “SPECIAL FACTORS — Source of Funds and Expenses” and “MEETING AND VOTING INFORMATION — Solicitation” is incorporated herein by reference.

(b) Conditions. None.

(c) Expenses. The information set forth in the Proxy Statement under “SPECIAL FACTORS — Source of Funds and Expenses” and “MEETING AND VOTING INFORMATION — Solicitation” is incorporated herein by reference.

(d) Borrowed Funds. None.

(a) Securities Ownership. The information set forth in the Proxy Statement under “SPECIAL FACTORS — Interests of Executive Officers, Directors and 10% Stockholders” and “INFORMATION ABOUT THE COMPANY — Security Ownership of Certain Beneficial Owners” is incorporated herein by reference.

(b) Securities Transactions. None.

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(d) Intent to Tender or Vote in a Going Private Transaction. The information set forth in the Proxy Statement under “SPECIAL FACTORS — Effects of the Transaction (including the Stock Splits),” “— Interests of Executive Officers, Directors and 10% Stockholders,” and “— Stockholder Approval” is incorporated herein by reference.

(e) Recommendation of Others. The information set forth in the Proxy Statement under “SPECIAL FACTORS — Purpose of and Reasons for the Stock Splits and the Transaction,” “— Background of the Stock Splits to Effect the Transaction,” “— Alternatives to the Stock Splits to Effect the Transaction,” and “— Fairness of the Stock Splits to effect the Transaction” is incorporated herein by reference.

(a) Financial Information. The audited financial statements and unaudited interim financial statements are incorporated by reference in the Proxy Statement from the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, which was filed with the SEC on March 11, 2019, as amended by Form 10-K/A filed on April 29, 2019, and the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019. The information set forth in the Proxy Statement under “SPECIAL FACTORS — Effects of the Transaction (including the Stock Splits)” and “FINANCIAL INFORMATION — Summary Historical Financial Information” is also incorporated herein by reference.

(b) Pro forma Information. The information set forth in the Proxy Statement under “FINANCIAL INFORMATION — Pro Forma Consolidated Financial Statements (Unaudited)” is incorporated herein by reference.

(c) Summary Information. The information set forth in the Proxy Statement under “FINANCIAL INFORMATION — Summary Historical Financial Information” is incorporated herein by reference.

(a) Solicitation or Recommendation. The information set forth in the Proxy Statement under “MEETING AND VOTING INFORMATION — Solicitation” is incorporated herein by reference.

(b) Employees and Corporate Assets. The information set forth in the Proxy Statement under “SPECIAL FACTORS — Source of Funds and Expenses” and “MEETING AND VOTING INFORMATION — Solicitation” is incorporated herein by reference.

(b) Not applicable.

(c) Other Material Information. The information contained in the Proxy Statement, including all appendices attached thereto, is incorporated herein by reference.

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SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: September 11, 2019

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