Obligation Parker Forage 6.75% ( US701081AX97 ) en USD

Parker Forage

100 % ⇌

Etas-Unis

US701081AX97 ( en USD )

6.75% par an ( paiement semestriel )

14/07/2022 - Obligation échue

Prospectus brochure de l'obligation Parker Drilling US701081AX97 en USD 6.75%, échue

2 000 USD

360 000 000 USD

701081AX9

N/A

Parker Drilling est une société de services pétroliers et gaziers fournissant des services de forage et de gestion de puits à l'échelle mondiale.

L'Obligation émise par Parker Forage ( Etas-Unis ) , en USD, avec le code ISIN US701081AX97, paye un coupon de 6.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/07/2022
L'Obligation émise par Parker Forage ( Etas-Unis ) , en USD, avec le code ISIN US701081AX97, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

424B3
424B3 1 d736406d424b3.htm 424B3
Table of Contents
Filed pursuant to Rule 424(b)(3)
Registration No. 333-196930

PROSPECTUS
Parker Drilling Company
Offer to Exchange
$360,000,000 of 6.75% Senior Notes due 2022
which have been registered under
the Securities Act of 1933
for any and all outstanding
$360,000,000 of unregistered 6.75% Senior Notes due 2022
issued on January 22, 2014

Parker Drilling Company is offering to exchange registered 6.75% Senior Notes due 2022, or the "exchange notes," for any and all of its $360.0 million
aggregate principal amount of unregistered 6.75% Senior Notes due 2022 that were issued pursuant to a private placement on January 22, 2014, or the "private
notes." We refer to the private notes and the exchange notes collectively in this prospectus as the "notes." We refer to this exchange as the "exchange offer."
The exchange notes are substantially identical to the private notes, except the exchange notes are registered under the Securities Act of 1933, as amended (the
"Securities Act"), and the transfer restrictions and registration rights, and related additional interest provisions, applicable to the private notes will not apply to
the exchange notes. The exchange notes will represent the same debt as the private notes and we will issue the exchange notes under the same indenture used
in issuing the private notes.
Terms of the exchange offer:

· The exchange offer expires at 5:00 p.m., New York City time, on October 1, 2014, unless we extend it.

· The exchange offer is subject to customary conditions, which we may waive.

· We will exchange all private notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer for an equal principal

amount of exchange notes. All interest due and payable on the private notes will become due on the same terms under the exchange notes.

· You may withdraw your tender of private notes at any time prior to the expiration of the exchange offer.

· If you fail to tender your private notes, you will continue to hold unregistered, restricted securities, and your ability to transfer them could be

adversely affected.

· We believe that the exchange of private notes for exchange notes will not be a taxable transaction for U.S. federal income tax purposes, but you

should see the discussion under the caption "Material U.S. Federal Income and Estate Tax Considerations" for more information.

· We will not receive any proceeds from the exchange offer.

Investing in the exchange notes involves risks. See "Risk Factors," beginning on page 8, for a discussion of certain
factors that you should consider before deciding to participate in the exchange offer.
Each broker-dealer that receives the exchange notes for its own account pursuant to this exchange offer must acknowledge by way of the letter of
transmittal that it will deliver a prospectus in connection with any resale of the exchange notes. The letter of transmittal states that by so acknowledging and
by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This
prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of the exchange notes
received in exchange for private notes where such private notes were acquired by such broker-dealer as a result of market-making activities or other trading
activities. Until February 25, 2015 all dealers that effect transactions in the exchange notes, whether or not participating in this exchange offer, may be
required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters with respect to their unsold
allotments or subscriptions. We have agreed that, until February 25, 2015, we will make this prospectus available to any broker-dealer for use in connection
with any such resale. See "Plan of Distribution."
Neither the United States Securities and Exchange Commission ("SEC") nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is September 2, 2014.
http://www.sec.gov/Archives/edgar/data/76321/000119312514328210/d736406d424b3.htm[9/2/2014 11:02:17 AM]

424B3
Table of Contents
TABLE OF CONTENTS

ABOUT THIS PROSPECTUS
i
WHERE YOU CAN FIND MORE INFORMATION
ii
PROSPECTUS SUMMARY
1
RISK FACTORS
8
USE OF PROCEEDS
14
RATIOS OF EARNINGS TO FIXED CHARGES
15
THE EXCHANGE OFFER
16
DESCRIPTION OF THE EXCHANGE NOTES
25
EXCHANGE OFFER; REGISTRATION RIGHTS
69
PLAN OF DISTRIBUTION
71
MATERIAL U.S. FEDERAL INCOME AND ESTATE TAX CONSIDERATIONS
72
LEGAL MATTERS
77
EXPERTS
77
NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER
CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT
A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A
FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE,
COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXCEPTION OR EXEMPTION IS
AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE
MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION.
IT IS UNLAWFUL TO MAKE OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT, ANY
REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
ABOUT THIS PROSPECTUS
We have filed a registration statement on Form S-4 with respect to the exchange notes with the SEC. This prospectus, which forms part of
such registration statement, does not contain all the information included in the registration statement, including its exhibits and schedules. We
may add, update or change in a prospectus supplement any information contained in this prospectus. You should read this prospectus and any
accompanying prospectus supplement, as well as any post-effective amendments to the registration statement of which this prospectus is a part,
together with the additional information described under "Where You Can Find More Information" before you make any investment decision.
Statements we make in this prospectus about certain contracts or other documents are not necessarily complete. When we make such statements,
we refer you to the copies of the contracts or documents that are incorporated by reference into this prospectus, because those statements are
qualified in all respects by reference to those contracts or documents. The registration statement, including the exhibits and schedules, is available
at the SEC's website at www.sec.gov.
We have not authorized anyone to give any information or to make any representations concerning the exchange offer except that which is in
this prospectus or incorporated by reference herein. If anyone gives or makes any other information or representation, you should not rely on it.
This prospectus is not an offer to sell or a solicitation of an offer to buy securities in any circumstances in which the offer or solicitation is
unlawful. You

i
Table of Contents
should not interpret the delivery of this prospectus, or any sale of securities, as an indication that there has been no change in our affairs since the
date of this prospectus. You should also be aware that information in this prospectus may change after this date.
http://www.sec.gov/Archives/edgar/data/76321/000119312514328210/d736406d424b3.htm[9/2/2014 11:02:17 AM]

424B3
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available over the
Internet at the SEC's website at www.sec.gov and at our website at www.parkerdrilling.com. Information on our website or any other website is not
incorporated by reference in this prospectus and does not constitute part of this prospectus. You may also read and copy any document that we file
at the SEC's public reference room at 100 F. Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more information
on the public reference room and its copy charges.
We incorporate by reference information into this prospectus, which means that we disclose important information to you by referring you to
another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus. Any statement
in this prospectus or incorporated by reference into this prospectus shall be automatically modified or superseded for purposes of this prospectus to
the extent that a statement contained herein or in a subsequently filed document that is incorporated by reference in this prospectus modifies or
supersedes such prior statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a
part of this prospectus. You should not assume that the information in this prospectus is current as of any date other than the date on the front page
of this prospectus.
This prospectus incorporates by reference:

· Our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, as filed with the SEC on March 10, 2014;

· Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2014 and June 30, 2014, as filed with the SEC on May 9, 2014

and August 6, 2014; and

· Our Current Reports on Form 8-K and 8-K/A as filed with the SEC on July 9, 2013, January 13, 2014, January 28, 2014, April 4, 2014,

May 7, 2014, June 18, 2014, August 1, 2014 and August 8, 2014.
This prospectus also incorporates by reference any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") (excluding any information furnished under Items 2.02 or 7.01 in any Current Report on Form 8-K)
after the time of filing of the initial registration statement and before effectiveness of the registration statement, and after the date of this prospectus
and before the termination of this exchange offer.
You may also obtain a copy of any document incorporated by reference in this prospectus and any exhibit specifically incorporated by
reference in those documents by writing or telephoning us at the following address and telephone number:
Parker Drilling Company
5 Greenway Plaza, Suite 100
Houston, Texas 77046
Attention: Investor Relations
Telephone: (281) 406-2000
You will not be charged for any of these documents that you request. In order to ensure timely delivery of the documents, any request should be
made at least five days prior to the expiration date.

ii
Table of Contents
PROSPECTUS SUMMARY
This summary highlights information about Parker Drilling Company, the exchange offer and the exchange notes. This summary is not
complete and does not contain all of the information that is important to you. To understand the exchange offer fully and for a more complete
description of the legal terms of the exchange notes, you should carefully read this entire prospectus, the accompanying letter of transmittal
and the documents incorporated by reference herein, particularly the risks of investing in the exchange notes discussed under "Risk Factors."
In this prospectus, other than in "Description of the Exchange Notes" and unless the context requires otherwise, "Parker Drilling," "we,"
"us" and "our" refer to Parker Drilling Company and its subsidiaries and consolidated joint ventures.
Parker Drilling Company
http://www.sec.gov/Archives/edgar/data/76321/000119312514328210/d736406d424b3.htm[9/2/2014 11:02:17 AM]

424B3
We are an international provider of contract drilling and drilling-related services and rental tools. We have operated in over 50 countries
since beginning operations in 1934, making us among the most geographically experienced drilling contractors and rental tools providers in
the world. We currently have operations in 24 countries. We own and operate drilling rigs and drilling-related equipment and also perform
drilling-related services, referred to as operations & maintenance ("O&M") services, for customer-owned drilling rigs on a contracted basis.
We have extensive experience and expertise in drilling geologically difficult wells and in managing the logistical and technological challenges
of operating in remote, harsh and ecologically sensitive areas. Our rental tools business supplies premium equipment to operators on land and
offshore in the U.S. and select international markets. We have significant knowledge of the equipment needs of our customers and the
logistical and product quality requirements of an effective rental tools supplier. We believe we are industry leaders in quality, health, safety
and environmental practices.
Our business is currently comprised of five operating segments: Rental Tools, U.S. Barge Drilling, U.S. Drilling, International Drilling
and Technical Services.
Our principal executive offices are located at 5 Greenway Plaza, Suite 100, Houston, Texas 77046 and our telephone number at that
location is (281) 406-2000.

1
Table of Contents
The Exchange Offer
On January 22, 2014, we completed a private offering of $360.0 million aggregate principal amount of the private notes. As part of this
private offering, we entered into a registration rights agreement with the initial purchasers of the private notes in which we agreed, among
other things, to use our commercially reasonable efforts to cause the exchange offer to be completed within 300 days after January 22, 2014.
The following is a summary of the exchange offer.

Exchange Offer
We are offering to exchange

· $1,000 principal amount of our 6.75% Senior Notes due 2022 registered under the

Securities Act, which we refer to as exchange notes,

for

· each $1,000 principal amount of our unregistered 6.75% Senior Notes due 2022

issued on January 22, 2014 in a private offering (CUSIP Numbers 701081 AW1 and
U70081 AG6), which we refer to as private notes.

As of the date of this prospectus, there are $360,000,000 aggregate principal amount of

private notes outstanding. See "The Exchange Offer."

Expiration Date
The exchange offer will expire at 5:00 p.m., New York City time, on October 1, 2014,
unless we extend the expiration date. In that case, the phrase "expiration date" will mean
the latest date and time to which we extend the exchange offer. We will issue exchange
notes on the expiration date or promptly after that date.

Conditions to the Exchange Offer
The exchange offer is subject to customary conditions which include, among other
things, the absence of any applicable law or any applicable interpretation of the staff of
the SEC which, in our reasonable judgment, would materially impair our ability to
proceed with the exchange offer. The exchange offer is not conditioned upon any
minimum principal amount of private notes being submitted for exchange. See "The
Exchange Offer -- Conditions."

Procedures for Participating in the Exchange
If you wish to participate in the exchange offer, you must complete, sign and date an
Offer
original or faxed letter of transmittal in accordance with the instructions contained in the
letter of transmittal accompanying this prospectus. Then you must mail, fax or deliver
the completed letter of transmittal, together with the private notes you wish to exchange
http://www.sec.gov/Archives/edgar/data/76321/000119312514328210/d736406d424b3.htm[9/2/2014 11:02:17 AM]

424B3
and any other required documentation to The Bank of New York Mellon Trust
Company, N.A, which is acting as exchange agent, for receipt prior to 5:00 p.m., New
York City time, on the expiration date. By signing the letter of transmittal, you represent
to and agree with us that:

· you are acquiring the exchange notes in the ordinary course of your business;

2
Table of Contents
· you are not participating, do not intend to participate, and have no arrangement or

understanding with anyone to participate in a distribution of the exchange notes; and

· you are not an "affiliate," as defined in Rule 405 under the Securities Act, of Parker

Drilling Company, or a broker-dealer tendering the private notes acquired directly
from Parker Drilling Company for its own account.

If you are a broker-dealer who will receive exchange notes for your own account in
exchange for private notes that you acquired as a result of your market-making or other

trading activities, you will be required to acknowledge in the letter of transmittal that
you will deliver a prospectus in connection with any resale of such exchange notes.

Resale of Exchange Notes
We believe that you may offer for resale, resell and transfer your exchange notes
without registering them under the Securities Act and delivering a prospectus, if you can
make the same three representations that appear above under the heading "Procedures
for Participating in the Exchange Offer." Our belief is based on interpretations of the
SEC staff for other exchange offers that the SEC staff expressed in some of the SEC's
no-action letters to other issuers in exchange offers like ours.

We cannot guarantee that the SEC would make a similar decision about this exchange
offer. If our belief is wrong, or if you cannot truthfully make the representations
mentioned above, and you transfer any exchange note issued to you in the exchange
offer without meeting the registration and prospectus delivery requirements of the

Securities Act, or without an exemption from such requirements, you could incur
liability under the Securities Act. We are not indemnifying you for any such liability
and we will not protect you against any loss incurred as a result of any such liability
under the Securities Act.

If you are a broker-dealer that has received exchange notes for your own account in
exchange for private notes that were acquired as a result of market-making or other
trading activities, you must acknowledge in the letter of transmittal that you will deliver
a prospectus meeting the requirements of the Securities Act in connection with any

resale of the exchange notes. We have agreed that for a period of up to 180 days after
the registration statement is declared effective, we will make this prospectus, as
amended or supplemented, available to any such broker-dealer that requests copies of
this prospectus in the letter of transmittal for use in connection with any such resale.

Special Procedures for Beneficial Owners
If your private notes are held through a broker, dealer, commercial bank, trust company
or other nominee and you wish to surrender such private notes, you should contact your
intermediary promptly and instruct it to surrender your private notes on your behalf.

3
Table of Contents
http://www.sec.gov/Archives/edgar/data/76321/000119312514328210/d736406d424b3.htm[9/2/2014 11:02:17 AM]

424B3
If you wish to tender on your own behalf, you must, before completing and executing
the letter of transmittal for the exchange offer and delivering your private notes, either

arrange to have your private notes registered in your name or obtain a properly
completed bond power from the registered holder. The transfer of registered ownership
may take a long time.

Guaranteed Delivery Procedures
If you wish to tender your private notes and you cannot do so before the expiration date
deadline, or you cannot deliver your private notes, the letter of transmittal or any other
documentation on time, then you must surrender your private notes according to the
guaranteed delivery procedures appearing below under "The Exchange Offer --
Guaranteed Delivery Procedures."

Acceptance of Private Notes and Delivery of
We will accept for exchange any and all private notes that are properly surrendered in
Exchange Notes
the exchange offer and not withdrawn prior to the expiration date, if you comply with
the procedures of the exchange offer. The exchange notes will be delivered promptly
after the expiration date.

Withdrawal Rights
You may withdraw the surrender of your private notes at any time prior to the
expiration date, by complying with the procedures for withdrawal described in "The
Exchange Offer -- Withdrawal of Tenders."

Accounting Treatment
We will not recognize a gain or loss for accounting purposes as a result of the exchange.

Certain Federal Income Tax Considerations
The exchange of private notes for exchange notes will not be a taxable transaction for
U.S. federal income tax purposes. See the discussion under the caption "Material U.S.
Federal Income and Estate Tax Considerations" for more information.

Exchange Agent
The Bank of New York Mellon Trust Company, N.A. is serving as the exchange agent
in connection with the exchange offer. The Bank of New York Mellon Trust Company,
N.A. also serves as trustee under the indenture governing the notes. The address,
telephone number and facsimile number of the exchange agent are listed under the
heading "The Exchange Offer -- Exchange Agent."

Failure to Exchange Private Notes Will Adversely If you are eligible to participate in this exchange offer and you do not surrender your
Affect You
private notes as described in this prospectus, you will not have any further registration
or exchange rights. In that event, your private notes will continue to accrue interest until
maturity in accordance with the terms of the private notes but will continue to be subject
to restrictions on transfer. As a result of such restrictions and the availability of
registered exchange notes, your private notes are likely to be a much less liquid security
than before.

4
Table of Contents
The Exchange Notes
The exchange notes have the same financial terms and covenants as the private notes. The exchange notes will evidence the same debt as
the private notes, and the same indenture will govern the exchange notes and the private notes. We refer to the exchange notes and the private
notes collectively as the notes. The brief summary below describes the principal terms of the exchange notes. Some of the terms and conditions
described below are subject to important limitations and exceptions. The "Description of the Exchange Notes" section of this prospectus
contains a more detailed description of the terms and conditions of the exchange notes.

Issuer
Parker Drilling Company
http://www.sec.gov/Archives/edgar/data/76321/000119312514328210/d736406d424b3.htm[9/2/2014 11:02:17 AM]

424B3

Notes Offered
$360,000,000 in aggregate principal amount of 6.75% senior notes due 2022.

Maturity Date
July 15, 2022.

Interest Payment Dates
January 15 and July 15 of each year, with the next interest payment date being
January 15, 2015.

Ranking
The exchange notes will be our general unsecured obligations. The exchange notes will
rank equal in right of payment with all of our existing and future senior unsecured
indebtedness (including our other outstanding series of senior notes). However, the
exchange notes will (1) effectively rank junior to all of our existing and future secured
indebtedness to the extent of the value of the assets securing that indebtedness and (2)
structurally rank junior to all existing and future indebtedness and other liabilities of our
non-guarantor subsidiaries (other than indebtedness and other liabilities of such
subsidiaries owed to Parker Drilling Company). As of June 30, 2014, we had
approximately (1) $620.0 million of indebtedness outstanding on an unconsolidated
basis, (2) no indebtedness outstanding at our non-guarantor subsidiaries and (3) $74.4
million available for borrowing under the revolving loan portion of our Secured Credit
Agreement (the "Revolver") (which includes an approximate $5.6 million reduction in
availability for outstanding letters of credit).

Subsidiary Guarantees
Initially, the exchange notes will be jointly and severally guaranteed by each of our
subsidiaries that guarantee any indebtedness under our Secured Credit Agreement or our
other outstanding series of senior notes. In the future, if any of our restricted subsidiaries
that is not already a subsidiary guarantor guarantees, assumes or otherwise becomes an
obligor with respect to any of our or any subsidiary guarantors' indebtedness, it will
become a subsidiary guarantor under the terms set forth in "Description of the Exchange
Notes -- Additional Subsidiary Guarantees." The subsidiary guarantee of each guarantor
will rank:

· equal in right of payment with all of the existing and future senior unsecured debt of

such guarantor including the guarantee of our senior unsecured indebtedness
(including our other outstanding series of senior notes);

5
Table of Contents
· effectively subordinate to all existing and future secured indebtedness of such

guarantor; and

· senior in right of payment to all future subordinated indebtedness of such guarantor.

As of June 30, 2014:

· we had no indebtedness outstanding at our guarantor subsidiaries (other than

guarantees of our obligations under the 7.50% Senior Notes due 2020 (the "7.50%
Notes"), our Secured Credit Agreement and the private notes); and

· the subsidiary guarantees were effectively subordinated to no guarantees of secured

indebtedness under our Secured Credit Agreement.

Mandatory Redemption
We will not be required to make mandatory redemption or sinking fund payments with
respect to the exchange notes.

Optional Redemption
At any time prior to January 15, 2017, we may redeem up to 35% of the aggregate
http://www.sec.gov/Archives/edgar/data/76321/000119312514328210/d736406d424b3.htm[9/2/2014 11:02:17 AM]

424B3
principal amount of the notes with an amount of cash not to exceed the net cash
proceeds of certain equity offerings at the redemption price set forth under "Description
of the Exchange Notes -- Optional Redemption," if at least 65% of the aggregate
principal amount of the notes originally issued under the indenture remains outstanding
immediately after such redemption and the redemption occurs within 120 days of the
closing date of such equity offering.

At any time prior to January 15, 2018, we may redeem some or all of the notes at a

"make whole" redemption price set forth under "Description of the Exchange Notes --
Optional Redemption."

On or after January 15, 2018, we may redeem some or all of the notes at the redemption

prices set forth under "Description of the Exchange Notes -- Optional Redemption."

Change of Control
If we experience specified kinds of changes of control, we must offer to repurchase the
notes at 101% of the principal amount of the notes, plus accrued and unpaid interest, if
any, to the date of repurchase. See "Description of the Exchange Notes -- Repurchase at
the Option of Holders -- Change of Control."

Certain Covenants
The private notes were, and the exchange notes will be, issued under an indenture
between us and The Bank of New York Mellon Trust Company, N.A., as trustee. The
indenture, among other things, restricts our ability and the ability of our restricted
subsidiaries to:

· sell assets;

· pay dividends or make other distributions on capital stock or redeem or repurchase

capital stock or subordinated indebtedness;

6
Table of Contents

· make investments;

· incur or guarantee additional indebtedness;

· create or incur liens;

· enter into sale and leaseback transactions;

· incur dividend or other payment restrictions affecting subsidiaries;

· merge or consolidate with other entities;

· enter into transactions with affiliates; and

· engage in certain business activities.

These covenants are subject to a number of important exceptions and qualifications.

Please see "Description of the Exchange Notes -- Repurchase at the Option of Holders
-- Asset Sales" and "Description of the Exchange Notes -- Certain Covenants."

Absence of Established Market for the Notes
The exchange notes will be new securities for which there is currently no market.
Although the initial purchasers have informed us that they intend to make a market in
the exchange notes, they are not obligated to do so and may discontinue market-making
at any time without notice. Accordingly, a liquid market for the exchange notes may not
develop or be maintained.

http://www.sec.gov/Archives/edgar/data/76321/000119312514328210/d736406d424b3.htm[9/2/2014 11:02:17 AM]

424B3
Use of Proceeds
We will not receive any proceeds from the issuance of the exchange notes. In
consideration for issuing the exchange notes in exchange for private notes as described
in this prospectus, we will receive private notes of like principal amount. The private
notes surrendered in exchange for the exchange notes will be retired and cancelled.

Consequences of Failure to Exchange Private
If you do not exchange your private notes for exchange notes under the exchange offer,
Notes
the private notes you hold will continue to be subject to the existing restrictions on
transfer. In general, you may not offer or sell the private notes except under an
exemption from, or in a transaction not subject to, the Securities Act and applicable state
securities laws. We do not intend to register private notes under the Securities Act
unless the registration rights agreement requires us to do so.

Risk Factors
You should consider carefully all the information set forth in this prospectus or
incorporated by reference herein, and, in particular, you should evaluate the specific
factors set forth under "Risk Factors" in this prospectus, before deciding whether to
participate in this exchange offer.

7
Table of Contents
RISK FACTORS
An investment in the exchange notes involves a high degree of risk. You should consider carefully the risks and uncertainties described
below and in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, and the other information included in or
incorporated by reference into this prospectus, including the financial statements and related notes incorporated by reference into this prospectus,
before deciding to exchange your private notes for exchange notes pursuant to this exchange offer. While these are the risks and uncertainties we
believe are most important for you to consider, you should know that they are not the only risks or uncertainties facing us or which may adversely
affect our business. If any of the following risks or uncertainties actually occur, our business, financial condition or results of operations could be
adversely affected.
Risks Related to the Exchange Notes
Payment of principal and interest on the exchange notes will be effectively subordinated to our senior secured debt to the extent of the value of
the assets securing that debt.
The exchange notes will be senior unsecured obligations of Parker Drilling Company and the guarantees related to these exchange notes will
be senior unsecured obligations of the subsidiaries that guarantee the exchange notes, in each case ranking senior in right of payment to all current
and future subordinated debt. Holders of our secured obligations, including obligations under our Secured Credit Agreement, will have claims that
are prior to claims of the holders of the exchange notes with respect to the assets securing those obligations. In the event of a liquidation,
dissolution, reorganization, bankruptcy or any similar proceeding, our assets and those of our subsidiaries will be available to pay obligations on
the exchange notes and the guarantees only after holders of our senior secured debt have been paid the value of the assets securing such debt.
Accordingly, there may not be sufficient funds remaining to pay amounts due on all or any of the exchange notes.
We have granted the lenders under our Secured Credit Agreement a security interest in all accounts receivable and certain deposit accounts of
us and certain of our subsidiaries, a pledge of stock of certain of our subsidiaries, a naval mortgage on certain eligible barge drilling rigs owned by
certain of our subsidiaries and substantially all of the other personal property and assets of certain of our subsidiaries.
In the event of a default on secured indebtedness, the parties granted security interests will have a prior secured claim on such assets. If the
parties should attempt to foreclose on their collateral, our financial condition and the value of the exchange notes would be adversely affected.
We are a holding company and conduct substantially all of our operations through our subsidiaries, which may affect our ability to make
payments on the exchange notes.
We conduct substantially all of our operations through our subsidiaries. As a result, our cash flows and our ability to service our debt,
including the exchange notes, is dependent upon the earnings of our subsidiaries. In addition, we are dependent on the distribution of earnings,
loans or other payments from our subsidiaries to us. Any payment of dividends, distributions, loans or other payments from our subsidiaries to us
http://www.sec.gov/Archives/edgar/data/76321/000119312514328210/d736406d424b3.htm[9/2/2014 11:02:17 AM]

424B3
could be subject to statutory restrictions, including local law, monetary transfer restrictions and foreign currency exchange regulations in the
jurisdictions in which our subsidiaries operate. In addition, payment of dividends or distributions from our joint ventures are subject to contractual
restrictions. Payments to us by our subsidiaries also will be contingent upon the profitability of our subsidiaries. If we are unable to obtain funds
from our subsidiaries we may not be able to pay interest or principal on the exchange notes when due, or to redeem the exchange notes upon a
change of control, and we may not be able to obtain the necessary funds from other sources.

8
Table of Contents
Some of our subsidiaries will not guarantee the exchange notes.
Some of our subsidiaries, including our existing and future immaterial subsidiaries, foreign subsidiaries, domestic subsidiaries owned by
foreign subsidiaries, subsidiaries generating revenue primarily outside the United States and certain other subsidiaries, will not guarantee the
exchange notes. The exchange notes will be structurally subordinated to all existing and future liabilities and preferred equity of the subsidiaries
that do not guarantee the exchange notes. In the event of liquidation, dissolution, reorganization, bankruptcy or any similar proceeding with respect
to any such subsidiary, we, as common equity owner of such subsidiary, and therefore, holders of our debt, including holders of the exchange
notes, will be subject to the prior claims of such subsidiary's creditors, including trade creditors, and preferred equity holders. As of June 30, 2014,
our non-guarantor subsidiaries and joint ventures collectively owned approximately 55.0% of our consolidated total assets and held approximately
$52.6 million of our consolidated cash and cash equivalents of approximately $86.4 million. For the six months ended June 30, 2014, our non-
guarantor subsidiaries and joint ventures had revenues of approximately $305.0 million and operating income of approximately $4.1 million. In
2012 and 2013, our non-guarantor subsidiaries and joint ventures had revenues of approximately $385.3 million and $549.3 million, respectively,
and operating income of approximately $9.0 million and $29.0 million, respectively.
The subsidiary guarantees could be deemed fraudulent transfers under certain circumstances, and a court may try to subordinate or void the
subsidiary guarantees.
Under the federal bankruptcy laws and comparable provisions of state fraudulent transfer laws, a guarantee could be voided, or claims in
respect of a guarantee could be subordinated to all other debts of that guarantor if, among other things, the guarantor, at the time it incurred the
indebtedness evidenced by its guarantee:

· issued the guarantee with the intent of hindering, delaying or defrauding current or future creditors; or

· received less than reasonably equivalent value or fair consideration for the incurrence of such guarantee; and

· was insolvent or rendered insolvent by reason of such incurrence;

· was engaged in a business or transaction for which the guarantor's remaining assets constituted unreasonably small capital; or

· intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.
In addition, any payment by that guarantor pursuant to its guarantee could be voided and required to be returned to the guarantor, or to a fund
for the benefit of the creditors of the guarantor. The measures of insolvency for purposes of these fraudulent transfer laws will vary depending
upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be
considered insolvent if:

· the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;

· the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability, including

contingent liabilities, on its existing debts, as they become absolute and mature; or

· it could not pay its debts as they become due.
We cannot assure you what standard a court would apply in determining a guarantor's solvency and whether or not it would conclude that
such guarantor was solvent when it incurred the guarantee. Each subsidiary guarantee will contain a provision intended to limit the guarantor's
liability to the maximum amount that it could

9
Table of Contents
http://www.sec.gov/Archives/edgar/data/76321/000119312514328210/d736406d424b3.htm[9/2/2014 11:02:17 AM]

Document Outline

#1">
- #1">