RULE 13e-3 TRANSACTION STATEMENT
INTRODUCTION
This
Amendment No. 3 amends and supplements the Rule 13e-3 Transaction Statement on Schedule 13E-3 (Schedule 13E-3), filed pursuant to Section 13(e) of the Securities and Exchange Act of 1934, as amended (the
Exchange Act), by Parker Drilling Company, a Delaware corporation (the Company), with the Securities and Exchange Commission (the SEC) on September 11, 2019, as previously amended and
supplemented by Amendment No. 1 to the Schedule 13E-3 filed with the SEC on October 21, 2019 and Amendment No. 2 to the Schedule 13E-3 filed with the SEC on November 25, 2019. This Amendment No. 3 is being filed with the SEC pursuant
to Rule 13e-3(d)(3) as a final amendment to the Schedule 13E-3 to report steps taken by the Company to effectuate the Transaction (as described below).
The Company held a special meeting of its stockholders on January 9, 2020. At the special meeting, the holders of a majority of the
Companys issued and outstanding shares of common stock, par value $0.01 per share (the common stock), entitled to vote approved amendments to the Companys amended and restated certificate of incorporation (the
Charter) to effect a reverse stock split (the Reverse Stock Split) of the Companys common stock, followed immediately by a forward stock split of the Companys common stock (the Forward Stock
Split and, together with the Reverse Stock Split, the Stock Splits), at a ratio (i) not less than 1-for-5 and not greater than 1-for-100, in the case of the Reverse Stock Split (the Reverse Stock Split Ratio), and (ii) not less than 5-for-1 and not greater than 100-for-1, in the case of the Forward Stock Split (the Forward Stock Split Ratio
and, together with the Reverse Stock Split Ratio, the Stock Split Ratios).
On February 21, 2020, the Companys
Board of Directors (the Board) determined to effectuate the (i) Reverse Stock Split at a Reverse Stock Split Ratio of 1-for-50 and (ii) the Forward Stock Split at a Forward Stock Split Ratio of 50-for-1. The Board also determined
to abandon all other Stock Split Ratios within the ranges approved by the stockholders at the special meeting. On March 19, 2020, at the direction of the Board, the Company filed certificates of amendment to the Companys Charter, at which time
(the effective time) a stockholder of record owning immediately prior to the effective time fewer than a minimum number of shares, which, based on the Stock Split Ratios chosen by the Board, was 50 (the Minimum
Number), became entitled to a fraction of a share of common stock upon the Reverse Stock Split and will be paid cash in lieu of such fraction of a share of common stock, on the basis of $30.00, without interest (the Cash
Payment), for each share of common stock held by such holder (the Cashed Out Stockholders) immediately prior to the effective time and the Cashed Out Stockholders will no longer be stockholders of the Company.
Stockholders owning at least the Minimum Number of shares immediately prior to the effective time (the Continuing Stockholders) will not be paid cash in lieu of any fraction of a share of common stock such Continuing Stockholders
may be entitled to receive as a result of the Reverse Stock Split and, upon the Forward Stock Split, the shares of common stock (including any fraction of a share of common stock) held by such Continuing Stockholders after the Reverse Stock Split
were reclassified into the same number of shares of common stock as such Continuing Stockholders held immediately prior to the effective time. As a result of the Forward Stock Split, the total number of shares of the Companys common stock held
by a Continuing Stockholder did not change as a result of the Stock Splits.
The primary purpose of the Stock Splits was to enable the
Company to reduce the number of record holders of its common stock below 300, which is the level at which the Company is required to file public reports with the SEC. The Stock Splits were undertaken as part of the Companys 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 (the Finance and Strategic Planning Committee) and the Board
has determined that the costs of being a public reporting company outweigh the benefits thereof. The actions the Company has taken and will take to suspend, and events that have occurred and will occur as a result of such actions that will and have
had the effect of suspending, the Companys reporting obligations under the Exchange Act, including effectuating the Stock Splits, delisting the Companys common stock from trading on the New York Stock Exchange (as of February 10, 2020,
as a result of the Company filing a Form 25 on January 29, 2020), terminating the registration of the Companys common stock under Sections 12(b) and 12(g) of the Exchange Act and suspending of the Companys reporting obligations under
Section 15(d) of the Exchange Act as a result of filing a Form 15 on March 19, 2020, are collectively referred to herein as the Transaction. As a result of 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.
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