Item 1.01 Entry into a Material Definitive Agreement
Amended and Restated Credit Agreement
On October 8, 2019, Parker Drilling Company (the “Company”), PD Holdings Domestic Company s.a.r.l., and certain of the Company’s subsidiaries, entered into an amended and restated credit agreement (the “Amended and Restated Credit Agreement”), which amends and restates that certain Credit Agreement, dated as of March 26, 2019, by and among the Company and certain of its subsidiaries as borrowers, the lenders from time to time party thereto, Bank of America, N.A., as administrative agent, and Bank of America, N.A. and Deutsche Bank Securities Inc. as joint lead arrangers and joint bookrunners, and acknowledged and agreed to by certain of the Company’s subsidiaries, as guarantors.
The Amended and Restated Credit Agreement provides for, among other things: (1) the lenders’ continuation of $50.0 million in aggregate commitments; (2) a reduction of potential incremental aggregate commitments from $75.0 million to $50.0 million; (3) the extension of the maturity date from March 26, 2023 to October 8, 2024, subject to restrictions, including the refinancing of the Company’s existing term loan facility; (4) a reduction of the interest rate to LIBOR plus a range of 1.75% to 2.25% (based on availability); (5) the reduction of the unused commitment fee from 0.50% to between 0.25% and 0.375% (based on utilization); (6) a revised calculation of the borrowing base; (7) the addition of Parker Drilling Company North America, Inc. as a borrower and the inclusion of its collateral in the borrowing base upon the completion of a field examination; (8) the replacement of the $25.0 million liquidity covenant with a minimum fixed charge coverage ratio requirement of 1.0x when excess availability is less than the greater of (A) 20.0% of the lesser of commitments and the borrowing base and (B) $10.0 million; and (9) the ability of the Company to grant a second priority lien onnon-working capital assets in the event of a refinancing of its existing term loan facility.
Under the Amended and Restated Credit Agreement, the Company has agreed to pay an upfront arrangement fee and commitment fee, as well as an annual administrative agent fee.
This summary of the Amended and Restated Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Amended and Restated Credit Agreement, which is filed as Exhibit 10.1 to this Current Report and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under anOff-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above with respect to the Amended and Restated Credit Agreement is incorporated herein by reference, as applicable.
1
