X0206 3 2019-03-26 0 0000076321 PARKER DRILLING CO /DE/ PKD 0001706059 Hicks George G 901 MARQUETTE AVE. S., SUITE 3300 MINNEAPOLIS MN 055402 0 0 1 0 0001704946 Varde Skyway Master Fund, L.P. 901 MARQUETTE AVE. S., SUITE 3300 MINNEAPOLIS MN 055402 0 0 1 0 0001704964 Varde Skyway fund G.P., LLC 901 MARQUETTE AVE. S., SUITE 3300 MINNEAPOLIS MN 055402 0 0 1 0 0001705023 Varde Investment Partners (Offshore) Master, L.P. 901 MARQUETTE AVE. S., SUITE 3300 MINNEAPOLIS MN 055402 0 0 1 0 0001452534 VARDE INVESTMENT PARTNERS LP 901 MARQUETTE AVE. S., SUITE 3300 MINNEAPOLIS MN 055402 0 0 1 0 0001704990 Varde Investment Partners G.P., LLC 901 MARQUETTE AVE. S., SUITE 3300 MINNEAPOLIS MN 055402 0 0 1 0 0001744511 Varde Credit Partners Master, L.P. 901 MARQUETTE AVE. S., SUITE 3300 MINNEAPOLIS MN 55402 0 0 1 0 0001744512 Varde Credit Partners G.P., LLC 901 MARQUETTE AVE. S., SUITE 3300 MINNEAPOLIS MN 55402 0 0 1 0 0001138267 VARDE PARTNERS LP 901 MARQUETTE AVE. S., SUITE 3300 MINNEAPOLIS MN 055402 0 0 1 0 0001054846 VARDE PARTNERS INC 901 MARQUETTE AVE. S., SUITE 3300 MINNEAPOLIS MN 055402 0 0 1 0 Common Stock 1210098 I See Footnotes Common Stock 1257615 I See Footnotes Common Stock 1593496 I See Footnotes Common Stock 1706385 I See Footnotes On December 12, 2018, Parker Drilling Company (the "Issuer") and certain of its U.S. subsidiaries (together with the Issuer, the "Debtors"), commenced voluntary Chapter 11 proceedings and filed a prearranged Joint Chapter 11 Plan of Reorganization of the Debtors under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the "Bankruptcy Court"). On January 21, 2019, the Debtors filed the Amended Joint Chapter 11 Plan of Reorganization of Parker and its Debtor Affiliates (as amended, modified or supplemented from time to time, the "Plan"). On March 7, 2019, the Bankruptcy Court entered an order confirming the Plan. On March 26, 2019 (the "Effective Date"), the Plan became effective in accordance with its terms and the Debtors emerged from the Chapter 11 Cases. In accordance with the Plan, on the Effective Date, all outstanding obligations under the following notes issued by the Issuer were cancelled and the indentures governing such obligations were cancelled, except to the limited extent expressly set forth in the Plan: 7.50% Senior Notes due 2020 (the "2020 Notes") issued pursuant to the indenture dated July 30, 2013, by and among the Issuer, the subsidiary guarantors party thereto and Bank of New York Mellon Trust Company, N.A., as trustee; and 6.75% Senior Notes due 2022 (the "2022 Notes" and, together with the 2020 Notes, the "Senior Notes") issued pursuant to the indenture dated January 22, 2014, by and among the Issuer, the subsidiary guarantors party thereto and Bank of New York Mellon Trust Company, N.A., as trustee. (Continued from Footnote 2) In accordance with the Plan, the holders of the Senior Notes received (i) their proportionate distribution of common stock, par value $0.01 per share ("Common Stock") of the Issuer, (ii) their proportionate share of a new second lien term loan of the reorganized Issuer, (iii) the right to participate in a rights offering to purchase shares of Common Stock for $15.06 per share (the "Rights Offering") and (iv) cash sufficient to satisfy certain expenses owed to Bank of New York Mellon Trust Company, N.A., as trustee for the Senior Notes to the extent not paid by the Issuer. On the Effective Date, The Varde Skyway Master Fund, L.P. ("Master Skyway Fund") received 256,067 shares of Common Stock in respect of the cancellation of $20,378,000 principal amount of 2020 Notes and 415,575 shares of Common Stock in respect of the cancellation of $28,888,000 principal amount of 2022 Notes and purchased 335,470 shares of Common stock in the Rights Offering; Varde Investment Partners (Offshore) Master, L.P. ("VIP Offshore") received 307,462 shares of Common Stock in respect of the cancellation of $24,468,000 principal amount of 2020 Notes and 387,969 shares of Common Stock in respect of the cancellation of $26,969,000 principal amount of 2022 Notes and purchased 350,254 shares of Common Stock in the Rights Offering; (Continued from Footnote 4) Varde Investment Partners, L.P. ("VIP") received 397,496 shares of Common Stock in respect of the cancellation of $31,633,000 principal amount of 2020 Notes and 483,173 shares of Common Stock in respect of the cancellation of $33,587,000 in principal amount of 2022 Notes and purchased 444,108 shares of Common Stock in the Rights Offering; and Varde Credit Partners Master, L.P. ("VCPM") received 420,706 shares of Common Stock in respect of the cancellation of $33,480,000 in principal amount of 2020 Notes and 522,662 shares of Common Stock in respect of the cancellation of $36,332,000 in principal amount of 2022 Notes and purchased 475,377 shares of Common Stock in the Rights Offering. Furthermore, on December 12, 2018, Master Skyway Fund, VCPM, VIP Offshore and VIP entered into a Backstop Commitment Agreement (as amended and restated on January 28, 2019, the "Backstop Commitment Agreement") with the Issuer and the other parties thereto (the "Commitment Parties"), pursuant to which the Commitment Parties agreed to backstop the Rights Offering. Under the Backstop Commitment Agreement, the Commitment Parties agreed to purchase any Rights Offering shares that were not duly subscribed for pursuant to the Rights Offering. Pursuant to the Backstop Commitment Agreement, on the Effective Date, Master Skyway Fund purchased 158,842 shares of Common Stock; VIP Offshore purchased 165,841 shares of Common Stock; VIP purchased 210,280 shares of Common Stock; and VCPM purchased 225,086 shares of Common Stock. The purchase price for shares of Common Stock purchased pursuant to the Backstop Commitment Agreement was $15.07 per share. Under the Backstop Commitment Agreement, the Issuer paid the Commitment Parties a cash put option premium of $7,600,000 (the "Put Option Cash Premium") pro rata based on the amount of their respective backstop commitments and an advance for estimated professional fees of the Commitment Parties. On the Effective Date, the Put Option Cash Premium was remitted to the Issuer in exchange for shares of Common Stock. Master Skyway Fund received 44,144 shares of Common Stock; VIP Offshore received 46,089 shares of Common Stock; VIP received 58,439 shares of Common Stock; and VCPM received 62,554 shares of Common Stock. The Varde Skyway Fund G.P., LLC ("Skyway Fund GP") is the general partner of Master Skyway Fund. Varde Investment Partners G.P., LLC ("VIP GP") is the general partner of VIP Offshore and VIP. Varde Credit Partners G.P., LLC ("VCPM GP") is the general partner of VCPM. Varde Partners, L.P. ("Managing Member") is the managing member of Skyway Fund GP, VIP GP and VCPM GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. (Continued from Footnote 8) George G. Hicks is the Chief Executive Officer of the General Partner. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. GEORGE G. HICKS, Name: /s/ George G. Hicks 2019-04-03 THE VARDE SKYWAY MASTER FUND, L.P., By: The Varde Skyway Fund G.P., LLC, Its General Partner, By: Varde Partners, L.P., Its Managing Member, By: Varde Partners, Inc., Its General Partner, Name: /s/ David A. Marple, Title: General Counsel 2019-04-03 THE VARDE SKYWAY FUND G.P., LLC, By: Varde Partners, L.P., Its Managing Member, By: Varde Partners, Inc., Its General Partner, Name: /s/ David A. Marple, Title: General Counsel 2019-04-03 VARDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P., By: Varde Investment Partners G.P., LLC, Its General Partner, By: Varde Partners, L.P., Its Managing Member, By: Varde Partners, Inc., Its General Partner, Name: /s/ David A. Marple, Title: GC 2019-04-03 VARDE INVESTMENT PARTNERS, L.P., By: Varde Investment Partners G.P., LLC, Its General Partner, By: Varde Partners, L.P., Its Managing Member, By: Varde Partners, Inc., Its General Partner, Name: /s/ David A. Marple, Title: General Counsel 2019-04-03 VARDE INVESTMENT PARTNERS G.P., LLC, By: Varde Partners, L.P., Its Managing Member, By: Varde Partners, Inc., Its General Partner, Name: /s/ David A. Marple, Title: General Counsel 2019-04-03 VARDE CREDIT PARTNERS MASTER, L.P., By: Varde Credit Partners G.P., LLC, Its General Partner, By: Varde Partners, L.P., Its Managing Member, By: Varde Partners, Inc., Its General Partner, Name: /s/ David A. Marple, Title: General Counsel 2019-04-03 VARDE CREDIT PARTNERS G.P., LLC, By: Varde Partners, L.P., Its Managing Member, By: Varde Partners, Inc., Its General Partner, Name: /s/ David A. Marple, Title: General Counsel 2019-04-03 VARDE PARTNERS, L.P., By: Varde Partners, Inc., Its General Partner, Name: /s/ David A. Marple, Title: General Counsel 2019-04-03 VARDE PARTNERS, INC., Name: /s/ David A. Marple, Title: General Counsel 2019-04-03