Current price: $19.59
Cash-Out Price: $30
Expiration Date: expected in Jan 2020
Yet another odd-lot case for some lunch money. For more detailed background on PKD and previous offer refer to this post.
PKD intends to deregister from SEC by conducting a reverse split and reducing total shareholder count to below 300. Fractional shareholders will be cashed out at $30/share. Under the terms of the previous proposal, the reverse split was supposed to happen at 100-1 ratio, but as odd-lots piled in and the cost of transaction increased, company made amends.
Now the reverse split ratio is undefined, but will stand between 5-1 and 100-1. PKD board has sole discretion to decide on this. The ratio will be announced immediately preceding the transaction.
Buying 4 shares and waiting for the announcement seems to be the easy way to play this.
Shareholder meeting is set for 9th of January and if approved the transaction should proceed shortly afterwards.
101 thoughts on “Parker Drilling (PKD) – Reverse Split – $40 for Odd Lots”
Do we need to tender the four shares or do we just wait for further news?
Any updates on shareholder meeting?
PKD stated in its press release regarding the revised ratio range of 5-1 to 100-1 : “At this time, the Company believes that any reverse stock split ratio within the proposed range would reduce the number of record holders below 300, which is the level at or above which the Company is required to remain an SEC registrant.”
How can the company be so sure? Does it have a record of all accounts that own its shares and how many shares in each account? That’s not public info?
BTW, any news on the outcome of the shareholder meeting?
The board was supposed to meeting at 8am today.
Have they changed to only cash out stockholders of record?
From the Jan 9 meeting press release:
“A stockholder of record owning immediately prior to the effective time of the reverse stock split fewer than a minimum number of shares, which, depending on the stock split ratios chosen by the Board, would be between 5 and 100, would only be 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…”
That is identical language to the proxy statement from 25th of Nov. However, the same proxy statement had additional section on beneficial owners:
Treatment of Beneficial Holders (Stockholders Holding Shares in “Street Name”)
We intend to treat persons who hold shares of our common stock in “street name,” through a bank, broker or other nominee, in the same manner as persons who hold shares of our common stock in their own names.
Is it too late to get in?
I do not believe it is too late to get in. Xbit announced a Dutch tender this morning odd lots can make 500 bucks. They will buy 420,000,000 worth of stock between 30-33.
Today say a 10% decrease in price with 3x the average volume. Any ideas who sold and why?
Apparently the company has received an unfavorable decision from an arbitration tribunal, which will slap its balance sheet with $225m loss in Q4’19.
Eh…..that’s Pacific Drilling. We’re talking about Parker Drilling here….
Isn’t that a different company?
Pacific Drilling and Parker Drilling are not the same company.
I have been looking into PKD. I did buy 4 shares and I am waiting to be bought out.
Highbridge capital is the largest shareholder with 39%, and they have been buying as late as last week. I don’t see where any executives sold, but a couple were exercising options back in March.
The second largest shareholder (Brigade) has been selling since November.
I have to assume Highbridge voted for this, and probably the executives are for it.
Why do they want to go private and remove liquidity?
Perhaps the better deal here is a long position, but I don’t know how you realize your gain.
I bought this in a Roth IRA. What happens when it’s not longer public? Where do the shares go?
Don, they are going dark and not going private. The shares will still trade.
Does that mean they are delisting? Or just not filing with the SEC?
What’s the worst case scenario that could happen if you bought 99 shares and the split ratio was set lower than that? If the shares are still trading, it seems like the potential upside outweighs the risk. Also, the math says that using a lower exchange ratio (e.g. 5-1) makes getting the owner count under 300 a lot less likely than a higher ratio. It doesn’t seem possible that there are enough owners of <5 shares that using a 5-1 ratio gets the count below 300.
Have a look at the older post on this idea (linked above). The 300 count is “shareholders of record.” If you own through a broker, you’re not counted as an additional shareholder. If I understand correctly, the broker itself is the “shareholder of record,” whereas you would be a beneficial owner who owns the shares “through street name.”
Currently the terms say that beneficial odd lot owners will also be bought out. I think worst case scenario is they remove that, then you don’t get anything. This possibility is described in the old post, and has been done before.
If you end up with shares left over, I think you could still sell them on the over-the-counter market. But someone could correct me.
A few quick data points which I don’t believe has been mentioned yet.
From the 2018 10-K:
“As of March 6, 2019, there were 441 stockholders of record.”
From the 3Q 10-Q:
“Based upon information provided as of September 24, 2019 and for illustrative purposes only, we estimate that the cash payment to cashed out stockholders, professional fees and other expenses would be approximately $1.6 million, if the reverse stock split ratio were 50.”
It should be noted as well that, as of referenced date of 9/24/19, the split ratio had not yet been amended and was 100-1. So, that $1.6mm estimate should be inclusive of folks purchasing shares to exploit the odd lot provision. Cash and equivalents as of 9/30/19 was $101mm.
Could you clarify your last point there? I’m unable to get there based on the Sept 24. 2019 quote you shared.
I see the shares are now trading OTC. Did the splits already happen or are we still waiting?
My holding is reading $0 right now so probably it happened.
I haven’t seen any filings yet….I know PKD disappeared and turned into PKDC
Same. I’m guessing they changed the terms of the split…
Wait for the form 15
Actually the split didn’t happen yet. In their press release from last month, they said they will first delist (which means they go OTC) and then they’ll evaluate the appropriate split ratios for the deregistration.
I wonder whether they will stick to the 30$ payment…
The reverse/forward stock split has already been finalized (at least that is my understanding) and yes they will pay out $30 for fractional shares.
See this filing https://www.sec.gov/Archives/edgar/data/76321/000119312520079587/d851748dsc13e3a.htm
Apparently, the 50:1 decision was made on the 21st of February.
“On February 21, 2020, the Company’s 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 Company’s 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”
I noticed there was no mention of beneficial owners, only shareholders of record. I owned under 50 shares (beneficial, not registered) and they still show in my account. Has anyone else on here been bought out?
PKDC closes at 6.36 per share today (Yahoo Finance). Can someone just buy it now and tender for $30 per share?
No. Reverse/forward stock split was effectuated on the 19th of March and it seems that only record holders of less than 50 shares were cashed out.
So you had to be a registered shareholder? I own 99 shares on IB, and still got all my 99 shares. I should have 50 shares now?
Apparently yes, you had to be registered shareholder. In previous communication company always said they will treat beneficial holders the same way as record holders, but it seems that did not happen.
Also from the final wording cash-out procedures seems to apply only to owners of less than 50 shares, rather than any fractional amount indivisible by 50.
“The Corporation shall pay an amount in cash, without interest, equivalent to $30.00 per share of Common Stock of the Corporation held by such holder immediately prior to the time this amendment becomes effective and that such record stockholder shall no longer have any further rights as a stockholder of the Corporation.”
Hmm I put in a sell order for 50 shares. But probably too late now? I guess I will forever hold some tiny fractional amount of shares of some crappy US drilling company then :D.
Message that I got from Interactive Brokers:
IBKR will be electing at the Depository for shareholders of 49 shares or less.
NOTE: DTC’s window to elect is open until 3/30, so the absolute earliest DTC will actually allocate the cash is 3/31 but we anticipate it to be done at some time after.
So we’ll see what happens during the first week of April.
I hold shares at Schwab, any idea what specifically I should tell their Corporate Actions department with respect to electing? I’ve called in to them and they can’t seem to find any election option…I told them that DTC’s window for election is open until 3/30 but I don’t seem to be getting any traction (Is there a choice to receive $30 or continue to hold, as there would be in a tender for instance? Or do they need to elect to treat me as a record holder individually or something like that?)
Any update from IB on this?
Still see my <50 shares listed at the moment.
I have received a couple of messages from SSI members, that beneficial holders (in ‘street name’) of less than 50 PKD shares have also been cashed out. So apparently my assessment of company’s regulatory fillings that cash out applies to record shareholders only was incorrect.
Any ideas what was the record date for this?
A statement from yesterday seems to rather confirm your earlier assessment…
Yes I saw that, but apparently some shareholders in street name have also been cashed out. So seems a bit of the mess.
Interested in hearing how it ended up for the others.
I have contra cusips in my brokerage accounts. I doubt that there are people who have actually received the cash yet. The statement from the company strongly suggests that March, 19 was the record date. However, as of today the reverse split is on the FINRA daily list with an effective date of April, 15 and accompanying text that suggests shareholders as of yesterday will be cashed out.
I do think holders in street name will be cashed out. However, I’m not sure what the relevant record date will be. I think the company itself was not aware of these intricacies either and is now trying to deal with the unforeseen consequences. We will see how it all works out.
If the record date is March 19th instead of April 15th, it means that you could have sold your 49 or less shares between those two dates, and still be eligible to receive $30 per share. That hardly seems fair, but it won’t be the first time something like that happened (historical example: BIND therapeutics, but that was a dividend/liquidating distribution instead of a reverse/forward split).
Message on 4/15 from IB:
“IBKR elected at the Depository for shareholders of 49 shares or less to be paid in cash. There is no estimated payment date at this time by the Depository. Once they make the payment, IBKR will make the payment.
At this time there is no information as to when this will be paid.”
My IB account showing PKDC position as PKDC.CSH now. However, the position is valued at $7/share rather than $30/share. The $7/share was the closing price on 4/14/2020. I also see they changed ticker from PKDC to PKDCD.
I just received a cash payment for $30/share at Schwab.
Does anyone else gotten payment or know when payment will be made?
I still haven’t received any cash payment. I’m with Scotia iTrade in Canada. Anyone else also waiting?
Still waiting at IB as well
Update: I spoke to soon on Schwab — they reversed the cash and I now have a contra cusip (as it appears everyone else does — with the following legend: PARKER DRILLING CO XXX CASH OUT OF HOLDERS OF 49 SHS OR LESS AT $30.00). Sorry for any confusion my earlier post may have caused.
Vanguard and Etrade also have not received any cash payments. I tried several different actions with this deal, so we’ll see how it goes. I had <50 shares in accounts BEFORE the 'supposed' date the company is using and left some of those alone , but I also topped off some of these family accounts to 49 shares AFTER that date and then bought 49 shares at $7 in other NEW family accounts AFTER that date, so I'll see how all 3 are treated.
Very curious to hear the outcome. I am guessing all those held till actual date (not the announced effective date in March) will be cashed out.
Again mention of “only such stockholders of record” in Q1 financial statement – available via their website (sign up required to access):
“Recent Stock Splits- On March 19, 2020, we filed with the State of Delaware certificates of amendment to the Company’s certificate
of incorporation, which became effective upon filing, to effectuate a 1-for-50 reverse stock split, which was followed immediately
by a 50-for-1 forward stock split. As disclosed in public filings with the Securities and Exchange Commission (the “SEC”), only
stockholders of record owning fewer than 50 shares immediately prior to the effective time of the reverse stock split (i.e. as of
6:51 p.m. ET on March 19, 2020) are entitled to a fraction of a share of common stock as a result of the reverse stock split under
Delaware law and, accordingly, only such stockholders of record are entitled to be paid cash in lieu of such fraction of a share of
common stock on the basis of $30.00, without interest, for each share of common stock held by such holders immediately prior
to the effective time. As a result of the forward stock split, the total number of shares of common stock held by stockholders
owning at least 50 shares immediately prior to the effective time of the reverse stock split did not change”
Still no timetable yet for the payment of $30/sh. The record date (or effective date per company) of 3-19-20 is irrelevant. DTC actually implemented or effected it 4-16-20 (should be 4-15), so this is the relevant date for holders of less than 50sh to get $30/sh. All of this per a broker, which seems reliable.
As Writser pointed out a month ago, FINRA daily list website confirms this April date. Link below: type in PKDC and the tab on the right side will show: April 15 as the effective or ex date. Correspondingly, symbol temporarily changed to PKDCD on April 15 morning for a month.
My own opinion: the company can insist all they want about March 19 to be the cutoff, but DTC’s implementation is what counts. What I don’t know is, if the April 15 date was released to the public by DTC in advance or not, allowing astute investors to confidently buy 49 shares after the March 19 press release. (Or one can assume that the ex-date is not done yet, unless FINRA has published the date in its website.) My wild guess is that the current delay in payment may be caused by the company arguing with DTC about this matter!
I wonder what will happen to my 49 shares then. They will be stuck in Limbo? I sold my other 50 shares too late probably. How does that even work for IB? I would own a fraction of one future share together with other holders who were too late or are not registered shareholders? So if we would decide on selling our share we would have to all meet up and try to come at an agreement for the right price? 😀 Or Parker simply cancels the split?
They can’t simply reduce it to zero, can they?
This is kind of amusing to watch. It is probably giving the people dealing with this a major head ache right now.
Something is up, but not sure what. Accounts now showing a stock symbol. I will be calling reorg to find out what is going on. If they don’t pay up, I have no doubt they will be seeing lawsuits. Insiders used the $30/share valuation for their phantom shares, so they are playing with fire if they don’t plan on accepting and paying for our shares.
Just looked – my shares were auto-sold at $1 a piece lol
Hearing company is contesting the amount of odd-lot holders on the record day. Something to the effect of undoing the split and re-doing it.
Someone on yahoo finance posted the following response he/she received from E*TRADE within the past week:
I understand your concern in this matter. Based on the information we currently have, yes you should still be receiving your cash-in-lieu (CIL) funds. PKDC set 3/19/2020 as the record date for the splits and cash out. FINRA set a date of 4/15/2020 as the effective date. This created a situation where PKDC was unable to accurately capture the entitled population. Due to Delaware law, DTC agreed to reverse the prior contra cusip positions back into PKDC shares pending a new election entitlement. This new election entitlement will require proof of being a 3/19/2020 record date holder and that process is still being finalized. Again, based on the information we have, you should still be eligible for the CIL. However, I will say this is an irregular situation and E*TRADE does not have all the information and things could certainly change. Our best recommendation is for you to continue to monitor any communications the company provides for how your shares may be impacted. If there is anything else that we can assist you with, please let us know.
I received this email today:
We’re reaching out to inform you of a recent corporate action that impacts a security you hold.
Parker Drilling (PKDC) performed a split in which shareholders with fewer than 50 shares as of March 19, 2020 will have their shares converted to cash at $30/share. You should see in your app that you currently have shares of “PKDC-C.” This is a placeholder symbol that represents your right to receive this cash.
Because of the split, you have two options to choose from regarding your shares—one of which includes notarizing and mailing paperwork.This paperwork needs to be physically received by July 15th. Once we receive your paperwork, Robinhood must validate and sign, then send to the Agent address. Please be sure to send your completed paperwork to Robinhood with the address provided below, not directly to the Agent.
Option 1: Choose not to submit paperwork, and instead return your PKDC-C shares in exchange for the new PKDC shares, which you are free to sell or hold. This means that you will not receive any cash payment. If you’d like to elect this option no action is required.
Option 2: Proceed with the Cash Payment Option.
Download the attached Cash Payment Paperwork
Complete & Notarize Documents on Page 5
Send via post mail to:
Corporate Actions RHS
500 Colonial Center Parkway Suite 100
Lake Mary FL, 32746
The paperwork requires your nine-digit RHS account number and current number of PKDC-C shares. You can find your shares listed on the stock detail page and your RHS account number at the bottom of your main menu in your app.
Please respond promptly. If your paperwork is not received by July 15th, you will receive Option 1 by default.
We apologize for any inconvenience this may cause you. Please note this corporate action and additional paperwork is the issuing company’s decision, not a Robinhood decision. For further information about why the change occurred, please contact PKDC’s investor relations team directly.
The notary requirement is onerous, especially if you have multiple accounts, which means multiple forms. Is there any notary service that would give bulk discounts?
My experience is most banks don’t charge for notary if you have accounts there. The form is relatively simple so it shouldn’t take long
If your shares are no longer under the “contra CUSIP” will that affect your ability to participate? I own 4 shares for my dad in ETRADE and we got no notification and our shares trade under PKDC
I haven’t seen any message like this. Are people using other brokers getting this message as well or is this a Robinhood specific process? Is there anything we need to proactively do?
I received no information from my broker (scotia itrade). My PKDC shares were disposed of for $1 a piece a couple of weeks ago, and I called my broker to ask about it a few days ago. They said that they are awaiting instructions regarding the shares, and they aren’t aware of any requirement regarding sending a notarized form. They promised to contact me when they have new instructions.
I called Schwab Corp actions today. They are aware of the letter and are working on populating it so that people can see the alert through the website. On the individual site, it will be through service>corporate actions
Saw the form. You need to get it notarized. What a pain
The notary requirement was a nice little “fuck off” to gamers like us. Notaries are special snowflakes in Louisiana and charge $20.
I’ve called around the banks in CA. None is offering notary services at this time during the pandemic. UPS store charges $15 / signature. Any better solution than UPS?
My broker in Canada has not received any instructions or any letter. They have no clue what’s going on, and they don’t know why my shares were automatically disposed of for $1 per share. They’ve sent an inquiry to the company last week, but haven’t heard back from them yet.
At this rate, I won’t see the form in time for the July 15th deadline. Plus I don’t even hold the shares anymore because the company switched them out for $1, so it’s not clear that I would even be able to submit the form.
Is anybody else in a similar situation?
They’ve updated things to make the process easier:
I just got off the horn with a guy at PKD investor relations. The phone reception was horrible but I’ll try to relay what I was told.
They claim that all these delays are due to a regulatory entity (FINRA?) making a mistake, whereby the shares were converted but they didn’t keep track of who owned less than 50 shares. So they ended up not knowing who to pay out. They claim that they have emails between their lawyers and this government entity which prove that it wasn’t their fault, and they commented that “people are accusing the company of doing this, but we had no control over it.”
As today’s press release says, they’re changing the process so that brokers can confirm less than 50 share ownership (as of some date) through the DTC-LENS system (Depository Trust Company LEgal Notice System) on behalf of shareholders. The company claims not to have any access to the form, or what it says on the form, etc. He advised that if the broker has questions, they should use the lawyer contacts which are on the form or related material which the DTC has.
So if your broker is clueless like mine, give them the magic words “DTC-LENS” and direct them to today’s press release on the matter.
@jwestern, thank you so much for the timely information regarding the alternative process to cash out. This is awesome. You’ve made my weekend! I am glad that the company listened. I wonder who pressured them into dropping this horrendous procedure, which essentially required investors to seek out and meet notaries in person during a pandemic. I don’t think there is any channel for the company to listen to complaints from small investors.
This company’s whole process from announcement through the months of waiting, reversals, and now this, has been badly bungled. I hope someone sues them.
Looks like shareholders will be automatically cashed out. No need to make an election:
“Please be advised that due to a new procedure from the company / agent, IBKR will complete the forms for beneficial holders holding the contra symbol PKDC.OUT. Completed Forms or notary signatures are no longer required by shareholders as we will handle the forms for you and submit your shares for the $30.00 cash payout. As such, Disregard the previous message and just wait for the funds to arrive in your account.
There is no anticipated payment date as their deadline isn’t for a few more weeks on July 16, 2020.
Please be patient for the payment as we would expect it to be paid a few weeks after that deadline. Once we get payment, shareholders will be paid promptly.”
Vanguard is not adopting the new cash-out process. Their email is below. Surprise! Let’s all call Vanguard and give them hell:
“Thank you for taking the time to contact us about the Parker Drilling Co
(PKDC) corporate action.
After speaking with our Corporate Actions Team directly, they confirmed
that you will still need to send in the notarized forms for each of your
accounts that hold PKDC. They were not aware of Vanguard using the
alternative process you referenced in your email. We kindly ask that you
mail all forms to the address below.
455 Devon Park Drive
Wayne, PA 19087-1815”
Random Deals, did you try forwarding the PKDC press release re alternative process (posted by jwestern), to the Corp Action at Vanguard? (since they are not aware of it) It will save them time as well.
That is not the message I received after speaking to Vanguard’s reorg dept. I had already sent in the notarized forms, but was told they will now not be used as the 3-19 Parker shares will automatically be submitted.
Right, apparently the email I got from Vanguard was old news. They have finally gotten the memo and told me on the phone today that the tender is now “involuntary.” There is nothing for investors to do. It sounds like you don’t even have an option to keep the shares. But that’s just what a rep says. I think one should still go by the wording of the press release and affirmatively call their brokers to make sure that they follow the new process.
Anyone know what fidelity is doing?
Fidelity is following the updated process for everyone (no need to opt in either). You can read it on their corporate action page in your account.
Safest thing everyone can do is to call their broker ASAP and notify them of the update. I just called again and they still are unaware of anything. I had to direct the guy to google the press release and instruct him to send that URL up the chain of command.
Is it worth a shot to just wait it out and hope you get cashed out in all the confusion, if you held 99 shares after March 19th? The broker will probably sell my 49 shares (I sold the other 50 after March 19th) for me if I don’t get cashed out? Will it be at market price or at some arbitrary low amount?
@fishwithwingsJuly, Fidelity adopts the new process. But you should call them to tell them to tender. Watch out if your shares say “post-split”, which means they do not qualify to be cashed out. I bought some PKDC in January at another broker. I then ACAT them into Fidelity in June. Now the shares are showing as “post-split” shares, perhaps because Fidelity does not know when they were acquired, who knows. I am trying to sort that out. Headache.
I think in order to be cashed out, your shares should show the symbol 701CSH017 .
Anyone get paid yet?
Not me. Based on my convo with investor relations, the expected payout date is July 30th plus 1 or 2 weeks of bureaucratic delays.
Received payment from TD Ameritrade today.
This one was handled differently by the brokers. I bought shares both before and after the ‘effective date’. All old shares were purchased, but new shares were not paid at TD Ameritrade, Etrade and Vanguard. Late purchases were paid at Schwab and Merrill.
Anyone got paid on IB? I purchased in 2019, but sold 50 out of 99 shares after they announced they would pay only 49 shares or less.
IB is still showing PKDC.OUT, and my expectation is it should clear soon
Hmm it is showing just PKDC for me, I guess I am out of luck here.
Vanguard provided the following in regard to 49 shares purchased April 13th
“I can confirm that XXXXXXXX is entitled to receive cash in exchange for
her Parker Drilling Co (PKDC) shares. At the time of this message, we do
not have information regarding the dollar amount or date of payment. I
apologize for the inconvenience this may cause. We encourage you to contact
the company’s investor relations for more information.”
Did anyone get paid at Fidelity?
Fidelity have not paid me out yet. I’m not sure if they will, but am still waiting and hoping.
I haven’t been paid yet at iTrade, so we’re in the same boat
Got cashed out at Fidelity, not IB.
Got paid out from E*Trade and robinhood
IB cleared yesterday.
Also, sharing my experience, legacy USAA accounts were cashed out after the position ended up at National Finl services. If in an IRA, they moved it to an individual account. I called today and they’re sending cash. They witheld at 24% of the proceeds, for some reason. I was also cashed out at Pershing (former Motif accounts), but I had given them instructions to submit into it. You can email orphaned accounts at [email protected] (yes that’s a real email address) to see where you stand.
Paid today at Scotia iTrade. I bought 9 shares before all those dates, didn’t play around with buying late or whatever.
Trading at $3 now, vs $21 in Sept 2019 when this $30 cash-out was pending. At that time, management says it was undervalued.
(After posting regarding the WSTL cash out, I was curious and looked at this.)
I still have the original 99 shares and am now a shareholder. What are the future prospects of this company? Can I expect the share price to move beyond $30 considering management’s earlier sentiments..?