Parker Drilling gets consents for 9¾% notes, completes 10 1/8% note consent solicitation.

New York, Oct. 2 - Parker Drilling Co. (B2) said it received tenders from the holders of more than two thirds of its outstanding 9¾% senior notes due 2006, as well as the related consents to proposed indenture amendments, as of the 5 p.m. ET Oct. 1 consent deadline of its previously announced tender offer and related consent solicitation for the notes.

The company said that this was more than the necessary consent threshold under terms of the tender offer and consent solicitation.

It said that the amendments covering the 9¾% notes will not become operative until the notes are accepted for purchase in accordance with the terms of the tender offer. If these amendments become operative, holders of all untendered 9¾% notes will be bound by them.

The company also said that the concurrent solicitation of consents to proposed indenture changes from the holders of its 10 1/8% senior notes due 2009 expired as scheduled at 5 p.m. ET on Oct. 1, with consents having been received from the holders of a majority of the notes, the necessary threshold.

It said that the amendments covering the 10 1/8% notes will not become operative until all conditions of the consent solicitation have been met. If these amendments become operative, holders of all 10 1/8% notes will be bound by them.

As previously announced, Parker Drilling, a Houston-based international oilfield services company, said on Sept. 24 that it had begun a cash tender offer for any and all of the $214.192 million remaining outstanding principal amount of its 9¾% notes, and was also soliciting noteholder consents to proposed indenture changes. It also began a separate but concurrent consent solicitation among the holders of its 10 1/8% notes.

Parker Drilling said that the twin consent solicitations would each expire at 5 p.m. ET on Oct. 1, and the tender offer for the 9¾% notes would expire at 5 p.m. ET on Oct. 22, with all deadlines subject to possible extension.

The company said that under the terms of the tender offer it would pay for each validly tendered 9¾% note $1,023 per $1,000 principal amount, plus accrued and unpaid interest. The total would include a $30 per $1,000 principal amount consent payment for holders tendering their notes and delivering their consents by the consent deadline (Parker Drilling was asking the holders to consent to amendments that would eliminate certain restrictive covenants contained in the indenture, thereby affording the company additional financial and operational flexibility).

It said that holders tendering their 9¾% notes would be required to also consent to the proposed amendments, and holders could not deliver consents to the proposed amendments without also tendering their notes.

Holders tendering their notes after the consent deadline would receive tender offer consideration of $993 per $1,000 principal amount (i.e. the total consideration figure less the consent payment), plus accrued and unpaid interest up to the payment date.

Parker Drilling said the tender offer would be conditioned upon, among other things, the completion by the company of certain related financing transactions (it separately announced that it plans to sell $175 million of 10-year notes and to enter into a new $150 million credit facility, consisting of a $50 million revolver and a $100 million term loan; it plans to use the new-deal proceeds and $50 million of term loan proceeds to fund the 9¾% note tender, and will use the other $50 million from the term loan to separately repay a portion of its 5½% convertible subordinated notes due 2004).

Lehman Brothers Inc. is dealer manager for the offer and solicitation agent for the consent solicitation (contact Emily Shanks at 800 438-3242 or 212 528-7581). The information agent is D.F. King & Co., Inc. (call 800 859-8511 or 212 269-5550) and the depositary is JP Morgan Chase Bank.

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