UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 29, 2016
NEWPARK RESOURCES, INC.
(Exact name of registrant as specified in Charter)
Delaware | 1-2960 | 72-1123385 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
9320 Lakeside Boulevard, Suite 100
The Woodlands, TX 77381
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (281) 362-6800
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b)) |
☐ | Pre-Commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c)) |
Item 7.01. | Regulation FD Disclosure. |
On November 30, 2016, Newpark Resources, Inc. (the “Company”) issued a press release announcing that on November 29, 2016 the Company had priced its offering, through a Rule 144A private placement, of $87,500,000 aggregate principal amount of 4.00% Convertible Senior Notes due 2021 (the “Notes”). In addition, the Company granted the underwriters the right to purchase within a 30-day period up to an additional $12,500,000 aggregate principal amount of Notes. The Company intends to use approximately $84.5 million of the net proceeds from this offering to retire existing indebtedness and for general corporate purposes. Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as joint book-running managers for the offering, which is expected to close on or about December 5, 2016. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the press release shall not be deemed "filed" for the purposes of Section 18 of the Exchange Act of 1934, or otherwise subject to the liabilities of that section, nor shall such information and exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit Number | Description | |
Exhibit 99.1 | Press Release dated November 30, 2016. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
NEWPARK RESOURCES, INC. | |||
Dated: | November 30, 2016 | By: | /s/ Gregg S. Piontek |
Gregg S. Piontek | |||
Vice President and Chief Financial Officer | |||
(Principal Financial Officer) | |||
EXHIBIT INDEX
Exhibit Number | Description | |
Exhibit 99.1 | Press Release dated November 30, 2016. | |