(Amendment No. )

PARKER DRILLING COMPANY
5 Greenway Plaza, Suite 100
Houston, Texas 77046

November 25, 2019

You are cordially invited to attend a special meeting of stockholders (the “Special Meeting”) of Parker Drilling Company, a Delaware corporation (the “Company,” “we”, “us” or “our”), to be held on January 9, 2020, at 8:00 a.m. local time. The meeting will be held at the offices of Akin Gump Strauss Hauer & Feld LLP, 1111 Louisiana Street, 44th Floor, Houston, Texas 77002-5200.

The primary purpose of the Stock Splits is to enable the Company to reduce the number of record holders of its common stock below 300, which is the level at or above which the Company is required to file public reports with the Securities and Exchange Commission (the “SEC”). As described in the accompanying proxy statement, the Board will consider various factors in determining the Stock Split Ratios; however, the Company believes that any Reverse Stock Split Ratio within the proposed range would reduce the number of record holders below 300. The Stock Splits are being undertaken as part of the Company’s plan to suspend its duty to file periodic and current reports and other information with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As described in the accompanying proxy statement, each of the Finance and Strategic Planning Committee of the Board of Directors (the “Finance and Strategic Planning Committee”) and our Board has determined that the costs of being a public reporting company outweigh the benefits thereof. The actions we would take to suspend, and events that occur as a result of such actions that would have the effect of suspending, our reporting obligations under the Exchange Act, including effectuating the Stock Splits, delisting our common stock from trading on the New York Stock Exchange, terminating the registration of our common stock under Sections 12(b) and 12(g) of the Exchange Act and suspending of our reporting obligations under Section 15(d) of the Exchange Act, are collectively referred to herein as the “Transaction”. After giving effect to the Transaction, we will no longer be subject to the reporting requirements under the Exchange Act or other requirements applicable to a public company, including requirements under the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and the listing standards of any national securities exchange. Any trading in our common stock after giving effect to the Transaction would only occur in privately negotiated sales and potentially on an over-the-counter market, if one or more brokers chooses to make a market for our common stock on any such market and complies with applicable regulatory requirements; however, there can be no assurances regarding any such trading. Furthermore, after giving effect to the Transaction and as necessary to maintain the Company’s suspension of its SEC reporting obligations, the Company reserves the right to take additional actions that may be permitted under Delaware law, including effectuating further reverse stock splits.

/s/ Eugene Davis

PARKER DRILLING COMPANY

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON JANUARY 9, 2020

Notice is hereby given that a special meeting of stockholders (the “Special Meeting”) of Parker Drilling Company, a Delaware corporation (the “Company,” “we”, “us” or “our”), will be held on January 9, 2020, at 8:00 a.m. local time. The meeting will be held at the offices of Akin Gump Strauss Hauer & Feld LLP, 1111 Louisiana Street, 44th Floor, Houston, Texas 77002-5200. The Special Meeting is being held for the following purposes:

Only stockholders of record at the close of business on November 12, 2019 (the “Record Date”) are entitled to notice of, and to vote at, the Special Meeting or any adjournments or postponements thereof.

We are furnishing proxy materials to our stockholders using the U.S. Securities and Exchange Commission (the “SEC”) rule that allows companies to furnish proxy materials over the Internet. As a result, on or about November 25, 2019, we are mailing a Notice of Internet Availability of Proxy Materials (the “E-Proxy Notice”) to many of our stockholders instead of a paper copy of the accompanying proxy statement. The E-Proxy Notice contains instructions on how to access our proxy statement over the Internet. The E-Proxy Notice also provides instructions on how you can request a paper copy of proxy materials, including this proxy statement and a form of proxy card. All stockholders who do not receive an E-Proxy Notice, including the stockholders who have previously requested to receive paper copies of proxy materials, will receive a paper copy of the proxy materials by mail, which paper copies will be mailed on or about November 25, 2019, unless these stockholders have previously requested delivery of proxy materials electronically. If you received your proxy materials via e-mail in accordance with your previous request, the e-mail contains voting instructions and links to this proxy statement on the Internet.

/s/ Jennifer F. Simons

November 25, 2019

TABLE OF CONTENTS

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Parker Drilling Company, a Delaware corporation (the “Company,” “we,” “us” or “our”), for use at a special meeting of stockholders (the “Special Meeting”) to be held at the offices of Akin Gump Strauss Hauer & Feld LLP, 1111 Louisiana Street, 44th Floor, Houston, Texas 77002-5200 on January 9, 2020 at 8:00 a.m. local time, and at any adjournments or postponements of the Special Meeting, for the purposes set forth on the attached notice of special meeting of stockholders and in this proxy statement. You may submit a proxy over the Internet, by telephone and, if you received paper copies of the proxy materials by mail, by following the instructions on the proxy card. The Notice of Internet Availability of Proxy Materials (the “E-Proxy Notice”) or, in some cases, this proxy statement and the accompanying proxy card, and Notice of Special Meeting of Stockholders were first mailed on or about November 25, 2019 to all stockholders of record at the close of business on November 12, 2019 (the “Record Date”).

The Board has made these proxy materials available to you over the Internet or delivered paper copies of these materials to you by mail in connection with the Special Meeting, which will take place on January 9, 2020 at 8:00 a.m. local time, at the offices of Akin Gump Strauss Hauer & Feld LLP, 1111 Louisiana Street, 44th Floor, Houston, Texas 77002-5200. As a stockholder, you are invited to attend the Special Meeting and are entitled to and requested to vote on the items of business described in this proxy statement. This proxy statement includes information that we are required to provide to you under rules promulgated by the SEC. This information is intended to assist you in voting your shares.

You are entitled to attend the Special Meeting or any adjournments or postponements thereof only if you were a holder of record of our common stock as of the close of business on November 12, 2019, or hold a valid proxy to vote at the Special Meeting. If you requested paper copies of your proxy materials, your proxy card is your “admission ticket” to the Special Meeting. If you did not request paper copies of your proxy materials, your Notice of Internet Availability of Proxy Materials (the “E-Proxy Notice”) will admit you to the Special Meeting. If you plan to attend the Special Meeting, you may either submit your proxy prior to the meeting or bring your E-Proxy Notice or proxy card and vote at the Special Meeting as explained below. In the event you plan to attend the Special Meeting in person, your proxy card or evidence of your E-Proxy Notice must be presented to gain entry into the meeting.

If you own fewer than the Minimum Number of shares of our common stock immediately prior to the effective time of the Stock Splits, you will receive $30.00 in cash, without interest, from us for each pre-Reverse Stock Split share that you own. If you own at least the Minimum Number of shares of our common stock immediately prior to the effective time of the Stock Splits, you will not receive any Cash Payment for your shares in connection with the Stock Splits and will continue to hold immediately following the Stock Splits the same number of shares of our common stock as you held before the Stock Splits.

As of November 20, 2019, approximately 0.1% and 61.4% of the issued and outstanding shares of our common stock was held by the Company’s directors and executive officers and 10% stockholders, respectively. Our directors and executive officers, as well as Värde and Brigade, each of which are 10% stockholders, have indicated that they intend to vote all of the shares of our common stock held by them (17,231 and 9,234,816 shares, respectively) “FOR” the Stock Splits and “FOR” the proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Stock Splits. Assuming Värde and Brigade each vote “FOR” the Stock Splits as each has previously indicated, then each of the proposals relating to the Stock Splits will be approved by an affirmative vote of a majority of the shares of our common stock cast by the stockholders present in person or represented by proxy at the Special Meeting and entitled to vote at the Special Meeting.

Yes. The Stock Splits cannot occur without the requisite approval of the stockholders at the Special Meeting. Further, even if such approval is obtained, the Board has reserved the right not to proceed with the Stock Splits or any other actions to effect the Transaction if it believes it is no longer in the best interests of the stockholders. For example, depending on the number of stockholders owning fewer than the Minimum Number of shares, the Board may abandon the Stock Splits and the overall Transaction if the Stock Splits become too costly. See “What vote is required to approve the proposals?” and “If the Stock Splits are approved by the stockholders, can the Board determine not to proceed with the Stock Splits to effect the Transaction?”

If the Stock Splits are approved by the stockholders, the Board may determine not to proceed with the Stock Splits to effect the Transaction if they believe that proceeding with the Stock Splits is not in the best interests of the stockholders. For example, depending on the number of stockholders owning fewer than the Minimum Number of shares, the Board may abandon the Stock Splits and the overall Transaction if the Stock Splits become too costly. If the Board determines not to proceed with the Stock Splits, we will continue to operate our business as presently conducted.

Since we do not know how many record and beneficial holders of our common stock will be Cashed Out Stockholders, we do not know the exact cost of the Stock Splits. However, based on information that we have received as of November 8, 2019 from our transfer agent, Equiniti, and from Broadridge, with regard to the size of holdings of those stockholders who may hold shares in “street name,” as well our estimates of other expenses relating to the Stock Splits and the overall Transaction, we believe that the total cash requirement of the Stock Splits and overall Transaction to the Company would be approximately $1.9 million, if the Minimum Number were 50, which is the approximate midpoint within the proposed range of Stock Split Ratios. This amount includes approximately $1.1 million, if the Minimum Number is 50, needed to cash out fractional shares as a result of the Stock Splits, and approximately $0.8 million of legal, accounting, and financial advisory fees and other costs to effect the Transaction. However, this total amount, which is for illustrative purposes only, could be larger or smaller depending on, among other things, the Reverse Stock Split Ratio the Board chooses, the number of persons owning fewer than the Minimum Number immediately prior to the effective time and the number of fractional shares that will be outstanding after the Stock Splits as a result of purchases, sales and other transfers of our shares of common stock by our stockholders. For example, based upon information as of November 8, 2019, after the announcement of the Transaction and as a result of a substantial increase in subsequent trading activity, we estimate that the total cash required to fund the Cash Payment to each of the Cashed Out Stockholders would be approximately $10.5 million if the Reverse Stock Split Ratio were 1-for-100, which is substantially higher than the original estimate of $1.1 million. Based upon the same information, we estimate that the total cash required to fund the Cash Payment to each of the Cashed Out Stockholders would be approximately $0.3 million if the Reverse Stock Split

Ratio were 1-for-5. If the Board determines that the total cash requirement of the Transaction is prohibitively expensive, including as a result of subsequent trading activity, it may abandon the Stock Splits and the overall Transaction even if approved by our stockholders.

Holders of our common stock at the close of business on the Record Date of November 12, 2019 are entitled to vote their shares at the Special Meeting. On the Record Date, there were 15,044,739 shares of common stock issued and outstanding.

Other than the three items of business described in this proxy statement, we are not aware of any other business to be acted upon at the Special Meeting. If you grant your proxy, the persons named as proxy holders, Michael W. Sumruld and Jennifer F. Simons, and each or either of them, will have the discretion to vote your shares on any additional matters properly presented for a vote at the Special Meeting.

Once a quorum has been established, (i) the affirmative vote of a majority of the outstanding shares of our common stock entitled to vote at the Special Meeting, and not a majority vote of unaffiliated stockholders, is required to approve each of the Reverse Stock Split proposal and the Forward Stock Split proposal and (ii) the affirmative vote of a majority of the shares of our common stock cast by the stockholders present in person or represented by proxy at the Special Meeting and entitled to vote

at the Special Meeting is required for the adoption of the proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Stock Splits. As of November 20, 2019, approximately 0.1% and 61.4% of the issued and outstanding shares of our common stock was held by the Company’s directors and executive officers and 10% stockholders, respectively. Our directors and executive officers, as well as Värde and Brigade, each of which are 10% stockholders, have indicated that they intend to vote all of the shares of our common stock held by them (17,231 and 9,234,816 shares, respectively) “FOR” the Stock Splits and “FOR” the proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Stock Splits. Assuming Värde and Brigade each vote “FOR” the Stock Splits as each has previously indicated, then each of the proposals relating to the Stock Splits will be approved by an affirmative vote of a majority of the shares of our common stock cast by the stockholders present in person or represented by proxy at the Special Meeting and entitled to vote at the Special Meeting. Abstentions will have the effect of a vote “AGAINST” the Stock Splits but will not have an effect on the outcome of the proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Stock Splits. Because each of the proposals is non-routine, brokers, banks and other nominees do not have discretionary authority to vote on any of the proposals, and will not be able to vote on any of the proposals absent instructions from the beneficial owner .

Limited Trading Volume and Liquidity for Small Stockholdings. The Board also believes that holders of small amounts of shares of our common stock may be deterred from selling their shares because of the lack of an active trading market and disproportionately high brokerage costs. Based on our review of a list of record holders of our common stock as of November 8, 2019, furnished to us by our transfer agent, as well as information we have received regarding the holdings of beneficial owners of our common stock held in “street name,” we estimate, for illustrative purposes only, that there are (i) approximately 330 holders of record of fewer than 100 shares, consisting, on a combined basis, of approximately 8,000 directly registered holders and beneficial holders in “street name” who own fewer than 100 shares of our common stock, and (ii) approximately 310 holders of

record of fewer than 50 shares, consisting, on a combined basis, of approximately 4,700 directly registered holders and beneficial holders in “street name” who own fewer than 50 shares of our common stock. Regardless of the Stock Split Ratios chosen by the Board, if the Board determines to proceed with the Transaction, the Stock Splits will offer Cashed Out Stockholders the opportunity to obtain cash for their shares without incurring disproportionately high brokerage costs because of the limited trading market for our common stock.

In addition, our common stock is thinly traded. As of September 3, 2019, which was prior to the announcement of the Transaction, the average daily trading volume of the stock for the previous 90 days was approximately 55,375 shares per day (or 0.4% of our total shares of common stock outstanding). The trading of even a small number of shares may have a disproportionate effect on the price of our shares in the public market. Accordingly, the Stock Splits will provide our smallest stockholders (those holding fewer than the Minimum Number of shares), who represent a disproportionately large number of our record holders (but only approximately 2.3%, 0.2% and below 0.1% of our outstanding shares, in the case of stockholders holding fewer than 100 shares, 50 shares and five shares, respectively), with the ability to receive a premium in cash over market prices prevailing at the time of our public announcement of the Transaction, without incurring brokerage commissions.

On March 7, 2019, the Bankruptcy Court entered an order confirming the Plan, which became effective on March 26, 2019 (the “Plan Effective Date”) in accordance with its terms, and the Debtors emerged from the Chapter 11 Cases. As of the Plan Effective Date, by operation of and in accordance with the Plan, a new board of directors consisting of seven directors was appointed. Pursuant to the RSA (as defined herein) and in accordance with the Plan, of the seven initial directors, Värde had the right to appoint three independent directors and Brigade had the right to appoint two independent directors, whose terms expire at the 2020 annual meeting (upon which time the Board will be elected via customary director election procedures under Delaware law and in accordance with our Charter, and without either Värde or Brigade having any nomination or other special rights with respect to such directorships). For more information regarding the RSA, see “—Interests of Executive Officers, Directors and 10% Stockholders.” The Board affirmatively determined that all non-employee directors (including the directors initially appointed by Värde and Brigade) are independent within the meaning of the New York Stock Exchange Corporate Governance Listing Standards and Rule 10A-3(b) of the Exchange Act.

On the Plan Effective Date, the Board created the Finance and Strategic Planning Committee and appointed Messrs. Davis, McMahan, and Wells to serve on such committee. In accordance with the terms of the RSA, Messrs. Davis, McMahan, and Wells were originally selected to serve on the Finance and Strategic Planning Committee, subject to ratification by the Board, by parties to the RSA that held more than 66% of the Company’s pre-restructuring unsecured notes, which included Värde and Brigade.

The Board additionally determined that each member of the Finance and Strategic Planning Committee is independent within the meaning of the New York Stock Exchange Corporate Governance Listing Standards and Rule 10A-3(b) of the Exchange Act.

On August 28, 2019, the Nominating and Governance Committee of the Board recommended, and the Board approved, appointing Mr. Bartels, who was already a member of the Board and was previously determined to be independent within the meaning of the New York Stock Exchange Corporate Governance Listing Standards and Rule 10A-3(b) of the Exchange Act, to the Finance and Strategic Planning Committee. Mr. Bartels was appointed to the Finance and Strategic Planning Committee to provide his expertise based upon his business experience and close work with Company management and the Board on topics related to financial policies and programs, corporate finance and capital markets activities, and evaluation of long term strategic plans and transactions related to capital allocation and strategic initiatives.

The Finance and Strategic Planning Committee is a standing committee of the Board, which, under its charter, is charged with reviewing and making recommendations to the Board relating to, among other things, the evaluation of the strategic planning process of the Company, including its annual and long-term strategic plans and transactions related to capital allocation and major strategic initiatives. Because the Stock Splits and overall Transaction are the types of strategic decisions within the mandate of the Finance and Strategic Planning Committee, the Board concluded that it was appropriate for the Finance and Strategic Planning Committee, which is comprised entirely of independent directors that are disinterested in the proposed Stock Splits and overall Transaction, to evaluate whether or not to pursue the Stock Splits and overall Transaction and, if so, to review and approve specific terms of a proposed transaction for recommendation to the Board.

On September 6, 2019, the Finance and Strategic Planning Committee held a telephonic meeting with management, representatives of Houlihan Lokey and Akin Gump. The purpose of the meeting was to formally review and approve, as appropriate, the specific terms of a proposed transaction for recommendation to the Board. At the request of the Finance and Strategic Planning Committee, Houlihan Lokey reviewed with the Finance and Strategic Planning Committee its financial analyses of the Company and the Cash Payment to be received by the Cashed Out Stockholders in the Reverse Stock Split. The Finance and Strategic Planning Committee considered the “going dark” transaction, including the cash out price. The Finance and Strategic Planning Committee also considered the appropriate ratio, taking into account, among other factors, its likely effect of reducing and keeping the Company’s record holders below 300 and its aggregate cost. The Finance and Strategic Planning Committee also considered the overall fairness of conducting a “going dark” transaction in this manner, including the following safeguards and benefits: all stockholders having an opportunity to vote on the proposed transaction, the opportunity for stockholders owning fewer than 100 shares to have liquidity at $30.00 per pre-split share without having to pay a brokerage commission and the opportunity for larger stockholders to remain a part of the Company unencumbered by the costs of being public. The Finance and Strategic Planning

Committee then selected a ratio of 1-for-100 for the reverse stock split and a ratio of 100-for-1 for the forward stock split and selected $30.00 as the amount per pre-split share to cash out each stockholder of record owning fewer than 100 shares. Houlihan Lokey then rendered an oral opinion to the Finance and Strategic Planning Committee (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Finance and Strategic Planning Committee dated September 6, 2019), that, subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in connection with the preparation of its opinion, as of the date thereof, the Cash Payment to be received by the Cashed Out Stockholders in the reverse stock split was fair, from a financial point of view, to such Cashed Out Stockholders. For more information about the opinion, you should read the discussion below under “Special Factors—Fairness Opinion of Financial Advisor” and the fairness opinion of Houlihan Lokey, which is attached as Annex C to this proxy statement. The Finance and Strategic Planning Committee then unanimously voted to approve the stock splits and the overall Transaction and recommend it to the Board.

On September 26, 2019, the Board and the Finance and Strategic Planning Committee held a joint telephonic meeting with management and representatives of Akin Gump to determine the best way to proceed with the Transaction, if at all, given that

the increased trading activity could cause the Transaction at a reverse stock split ratio of 1-for-100 to be prohibitively expensive for the Company. The September 26, 2019 meetings of the Board and the Finance and Strategic Planning Committee were each attended by each director who is a member of such body, other than Mr. Wells, who was not present for either meeting. The Finance and Strategic Planning Committee noted that in the proxy materials previously filed with the SEC, the Company disclosed that the Board reserves the right to abandon the proposed Stock Splits or the overall Transaction at any time if it believes the Stock Splits or the overall Transaction are no longer in the best interests of our stockholders, whether prior to or following the Special Meeting, including as a result of a change in the number of shares, whether or not held in “street name,” that will be exchanged for cash in connection with the Stock Splits that would increase in any material respect the cost and expense of the Stock Splits compared to what we previously estimated. After discussing various alternatives, including whether to proceed with the Transaction, the Finance and Strategic Planning Committee approved and recommended to the Board (by a unanimous vote of directors present at the meeting thereof) to consider a range of split ratios from (i) not less than 1-for-5 and not greater than 1-for-100, in the case of the Reverse Stock Split, and (ii) not less than 5-for-1 and not greater than 100-for-1, in the case of the Forward Stock Split, with the exact Stock Split Ratios to be set within the foregoing ranges at the discretion of the Board, without further approval or authorization of our stockholders and with our Board, in its sole discretion, able to effect the Stock Splits immediately following the public announcement of the Stock Split Ratios or to elect to abandon the overall Transaction and the proposed Stock Splits (whether or not authorized by the stockholders), at any time, if, among other things, prior to the effective time, the Board determines that there is no Reverse Stock Split Ratio for which the Company can accomplish its goal of reducing its holders of record below 300 without acceptable costs to cash out stockholders owning fewer than the Minimum Number chosen by the Board. In making this determination, the Finance and Strategic Planning Committee considered again the financial analyses of September 6, 2019 reviewed with the Finance and Strategic Planning Committee by Houlihan Lokey in connection with Houlihan Lokey’s oral opinion to the Finance and Strategic Planning Committee on September 6, 2019 (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Finance and Strategic Planning Committee dated September 6, 2019), that, subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in connection with the preparation of its opinion, as of the date thereof, the Cash Payment to be received by the Cashed Out Stockholders in the Reverse Stock Split was fair, from a financial point of view, to such Cashed Out Stockholders. The Finance and Strategic Planning Committee determined that none of the financial analyses contained in Houlihan Lokey’s presentation of September 6, 2019 would have been affected or altered had such financial analyses been based on the assumption that the Board will determine the exact Stock Split Ratios following the Special Meeting rather than that the Reverse Stock Split Ratio was 100-for-1.

Odd-Lot Tender Offer. Unlike a traditional tender offer, an odd-lot tender offer would offer to purchase the shares of our common stock only from those stockholders owning 99 or fewer shares. As of November 8, 2019, there were approximately 330 holders of record owning 99 or fewer shares of our common stock. However, like an issuer tender offer, this method would be voluntary on the part of stockholders and there could be no assurance that a requisite number of stockholders would participate. While the time frame for completing an odd-lot tender offer is shorter than for the Stock Splits and would be less expensive, the Board decided this alternative was not the best option due to a lack of certainty that it would produce the desired result.

After carefully reviewing all of these alternatives, for the reasons discussed above, the Board unanimously approved the Stock Splits as the most expeditious and economical way of changing our status from that of a reporting company to that of a non-reporting company and directed the Finance and Strategic Planning Committee to develop the terms of the Stock Splits in order to implement the Transaction and to report back to the Board with its recommendations.

Effect of the Transaction (including the Stock Splits) on the Company. The primary purpose of the Stock Splits is to reduce the number of our stockholders of record below 300, which will allow us to cease our reporting obligations with the SEC. If the Board determines to proceed with the Transaction, it will determine the Stock Split Ratios after the Special Meeting; however, the Company believes that any Reverse Stock Split Ratio within the proposed range would reduce the number of record holders below 300. In determining whether the number of our stockholders of record is below 300 for regulatory purposes, we will count stockholders of record in accordance with Rule 12g5-1 under the Exchange Act. Rule 12g5-1 provides, with certain exceptions, that in determining whether issuers, including the Company, are subject to the registration provisions of the Exchange Act, securities are considered to be “held of record” by each person who is identified as the owner of such securities on the respective records of security holders maintained by or on behalf of the issuers. However, institutional custodians such as Cede & Co. and other commercial depositories are not considered a single holder of record for purposes of these provisions. Rather, Cede & Co.’s and these depositories’ accounts are treated as the record holder of our shares. Based on information available to us as of November 8, 2019 and for illustrative purposes only, if the Reverse Stock Split Ratio were 1-for-50, we expect that as a result of the Stock Splits the number of our stockholders of record would be reduced from approximately 470 to approximately 160 and we estimate that, on a combined basis, there are approximately 4,700 directly registered holders and beneficial holders in “street name” who own fewer than 50 shares of our common stock whose shares would be cashed out as a result of the Stock Splits.

the SEC will not be suspended with respect to the current fiscal year due to our existing registration statements filed under the Securities Act. Nonetheless, we intend to file a “no-action” letter with the SEC to seek relief from our obligation to file such reports for the remainder of the fiscal year (including the 2019 Form 10-K). In the event that the SEC grants the relief we are requesting (and we take certain additional actions as required by SEC rules), we would no longer be required by the Exchange Act to file periodic and current reports with respect to the fiscal year ending December 31, 2019 or thereafter. Whether or not the SEC grants us the requested relief, we intend to cease filing periodic and current reports required under the Exchange Act as soon as we are legally permitted to do so. However, if on the first day of any fiscal year we have more than 300 stockholders of record we will once again become subject to the reporting requirements of the Exchange Act. If necessary to maintain the Company’s suspension of its SEC reporting obligations, the Company reserves the right to take additional actions that may be permitted under Delaware law, including effectuating further reverse stock splits. Despite no longer being an SEC reporting company, the Company will continue to be subject to the general anti-fraud provisions of applicable federal and state securities laws and intends to maintain its existing internal controls and corporate governance framework.

$354.8 million as of September 30, 2019 to approximately $354.1 million on a pro forma basis (after giving effect to (i) the payment of approximately $1.1 million for the cash out of the shares of Cashed Out Stockholders as a result of the Stock Splits and (ii) cost savings of approximately $0.4 million that would have occurred during the six months ended September 30, 2019 as a result of the Transaction).

with the SEC will not be suspended with respect to the current fiscal year due to our existing registration statements filed under the Securities Act. Nonetheless, we intend to file a “no-action” letter with the SEC to seek relief from our obligation to file such reports for the remainder of the fiscal year (including the 2019 Form 10-K). In the event that the SEC grants the relief we are requesting (and we take certain additional actions as required by SEC rules), we would no longer be required by the Exchange Act to file periodic and current reports with respect to the fiscal year ending December 31, 2019 or thereafter. Whether or not the SEC grants us the requested relief, we intend to cease filing periodic and current reports required under the Exchange Act as soon as we are legally permitted to do so. However, if on the first day of any fiscal year we have more than 300 stockholders of record we will once again become subject to the reporting requirements of the Exchange Act. If necessary to maintain the Company’s suspension of its SEC reporting obligations, the Company reserves the right to take additional actions that may be permitted under Delaware law, including effectuating further reverse stock splits. Despite no longer being an SEC reporting company, the Company will continue to be subject to the general anti-fraud provisions of applicable federal and state securities laws and intends to maintain its existing internal controls and corporate governance framework.

Effect of the Transaction (including the Stock Splits) on our Directors, Executive Officers and 10% Stockholders. Shares held by affiliated stockholders will be treated in the same manner as shares held by unaffiliated stockholders. As of November 20, 2019, approximately 0.1% and 61.4% of the issued and outstanding shares of our common stock was held by the Company’s directors and executive officers and 10% stockholders, respectively. Our directors and executive officers, as well as Värde and Brigade, each of which are 10% stockholders, have indicated that they intend to vote all of the shares of our common stock held by them (17,231 and 9,234,816 shares, respectively) “FOR” the Stock Splits and “FOR” the proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Stock Splits. Assuming Värde and Brigade each vote “FOR” the Stock Splits as each has previously indicated, then each of the proposals relating to the Stock Splits will be approved by an affirmative vote of a majority of the shares of our common stock cast by the stockholders present in person or represented by proxy at the Special Meeting and entitled to vote at the Special Meeting.

Upon the effectiveness of the Stock Splits, the aggregate number of shares of our common stock owned by our executive officers, directors and affiliated stockholders will not increase. The ownership percentage of the shares of our common stock held by those of our directors, executive officers and 10% stockholders who will be Continuing Stockholders will increase nominally, and at the same rate as the ownership percentage of all the other Continuing Stockholders, as a result of the reduction of the number of shares of our common stock outstanding. The increase in the ownership percentage of our shares of common stock held by those of our directors, executive officers and 10% stockholders who will be Continuing Stockholders and the reduction in the number of shares outstanding following the completion of the Stock Splits is based on record holder information that we received as of November 8, 2019 from our transfer agent, Equiniti, and a share range analyses we received from Broadridge, reflecting the distribution of the accounts of our stockholders who hold shares in “street name” according to predefined ranges based on share amount. However, the ownership percentage and the reduction in the number of shares outstanding following the Stock Splits may increase or decrease depending on the Stock Split Ratio ultimately selected by the Board, as well as the purchases, sales and other transfers of our shares of common stock by our stockholders prior to the effective time of the Stock Splits and the number of "street name" shares that are actually cashed out in the Stock Splits. The ownership percentage of our shares of common stock held by those of our directors, executive officers and 10% stockholders who will be Continuing Stockholders, as well as the ownership percentage of the other Continuing Stockholders, will proportionally increase or decrease as a result of such purchases, sales and other transfers of our shares of common stock by our stockholders prior to the effective time of the Stock Splits, and depending on the number of “street name” shares that are actually cashed out in the Stock Splits.

Illustrative Examples. The effect of the Stock Splits on both Cashed Out Stockholders and Continuing Stockholders may be illustrated, in part, by the below illustrative examples, which, solely for the purposes of these illustrative examples, assume the Board determines to use 50 as the Minimum Number, which is the approximate midpoint within the proposed range of the Stock Split Ratios. Note that these illustrative examples also assume that persons who hold shares of our common stock in “street name,” through a bank, broker or other nominee, are treated in the same manner as persons who hold shares of our common stock in their own names in registered form. Banks, brokers or other nominees will be instructed to effect the Transaction for their customers holding our common stock in “street name.” However, these banks, brokers or other nominees may have different procedures than those applied for registered stockholders for processing the Transaction and making payments for fractional shares, which may affect the results illustrated by these hypothetical scenarios. If you hold shares of our common stock with a bank, broker or other nominee and have any questions in this regard, we encourage you to contact your bank, broker or other nominee.

Subject to its compliance with Delaware law and the federal proxy rules, the Board reserves the right to change the terms of the Stock Splits and the overall Transaction, including the Stock Split Ratios and the amount of the Cash Payment, to the extent it believes it is necessary or desirable in order to accomplish the Company’s goal of remaining below 300 record holders. The Board may also abandon the proposed Stock Splits and the overall Transaction at any time prior to its completion, whether prior to or following the Special Meeting, if it believes either the overall Transaction or the Stock Splits are no longer in the best interests of the Company or its stockholders. Following the Special Meeting, the Board will need to evaluate updated ownership data impacting the various Stock Split Ratios so that it can determine the aggregate costs of the Stock Splits within the range of Stock Split Ratios before choosing a Stock Split Ratio. Depending on the number of stockholders owning fewer than the Minimum Number of shares, the Board may abandon the Stock Splits and the overall Transaction if the Stock Splits become too costly. For more information, see “Special Factors—Termination of Transaction.” Subject to the Board’s ability to abandon the proposed Stock Splits and the overall Transaction, the Board intends to determine the Stock Split Ratios and effect the Stock Splits as soon as practicable after the Stock Splits are approved by our stockholders, which would likely occur immediately following the public announcement of the Stock Split Ratios chosen by the Board. Furthermore, after giving effect to the Transaction and as necessary to maintain the Company’s suspension of its SEC reporting obligations, the Company reserves the right to take additional actions that may be permitted under Delaware law, including effectuating further reverse stock splits.

Certain Financial Analyses and Opinion of the Financial Advisor . The Finance and Strategic Planning Committee considered the financial analyses reviewed by Houlihan Lokey with the Finance and Strategic Planning Committee in connection with the Finance and Strategic Planning Committee’s evaluation of the Stock Splits, as well as the oral opinion of Houlihan Lokey rendered to the Finance and Strategic Planning Committee on September 6, 2019 (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Finance and Strategic Planning Committee dated September 6, 2019), that, subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in connection with the preparation of its opinion, as of the date thereof, the Cash Payment to be received by the Cashed Out Stockholders in the Reverse Stock Split was fair, from a financial point of view, to such Cashed Out Stockholders. In connection with the revised structure and exchange ratio of the Stock Splits determined by the Finance and Strategic Planning Committee and the Board, the Finance and Strategic Planning Committee considered again the financial analyses of September 6, 2019 reviewed with the Finance and Strategic Planning Committee by Houlihan Lokey in connection with Houlihan Lokey’s oral opinion to the Finance and Strategic Planning Committee on September 6, 2019 (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Finance and Strategic Planning Committee dated September 6, 2019), that, subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in connection with the preparation of its opinion, as of the date thereof, the Cash Payment to be received by the Cashed Out Stockholders in the Reverse Stock Split was fair, from a financial point of view, to such Cashed Out Stockholders. The Finance and Strategic Planning Committee determined that none of the financial analyses contained in Houlihan Lokey’s presentation of September 6, 2019 would have been affected or altered had such financial analyses been based on the assumption that the Board will determine the exact Stock Split Ratios following the Special Meeting rather than that the Reverse Stock Split Ratio was 100-for-1. For more information about the opinion, you should read the discussion below under “Special Factors—Fairness Opinion of Financial Advisor” and the fairness opinion of Houlihan Lokey, which is attached as Annex C to this proxy statement.

immediately prior to the effective time. The consideration to be paid to the Cashed Out Stockholders and other costs related to the Transaction will be paid from funds on hand. As a result, immediately after the Transaction, we will have less cash on hand than we would have had if the Transaction did not occur.

The Finance and Strategic Planning Committee and the Board determined not to condition the approval of the Stock Splits on approval by a majority of the shares of common stock outstanding as of the Record Date held by unaffiliated stockholders. The Finance and Strategic Planning Committee and the Board noted that affiliated and unaffiliated stockholders will be treated equally as a result of the Stock Splits; however, because the number of shares owned by a stockholder is a factor considered in determining affiliate status, as a practical matter, the stock of certain affiliated stockholders will not be cashed out in the Reverse Stock Split. If separate approval of unaffiliated stockholders were required, our affiliated stockholders would receive lesser voting rights than unaffiliated stockholders solely on the basis of their affiliate status even though they will receive no additional benefits or different treatment as a result of the Stock Splits, and any such requirement would prevent a majority of the outstanding shares of our common stock from participating in the consideration of the Stock Splits. As of November 20, 2019, approximately 0.1% and 61.4% of the issued and outstanding shares of our common stock was held by the Company’s directors and executive officers and 10% stockholders, respectively. Our directors and executive officers, as well as Värde and Brigade, each of which are 10% stockholders, have indicated that they intend to vote all of the shares of our common stock held by them (17,231 and 9,234,816 shares, respectively) “FOR” the Stock Splits and “FOR” the proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Stock Splits (see “Special Factors—Interests of Executive Officers, Directors and 10% Stockholders”). Assuming Värde and Brigade each vote

“FOR” the Stock Splits as each has previously indicated, then each of the proposals relating to the Stock Splits will be approved by an affirmative vote of a majority of the shares of our common stock cast by the stockholders present in person or represented by proxy at the Special Meeting and entitled to vote at the Special Meeting. Furthermore, a separate vote of the majority of the shares of common stock outstanding as of the Record Date held by unaffiliated stockholders is not required under Delaware law. Finally, stockholders can increase, divide, or otherwise adjust their existing holdings at any time prior to the effective time of the Stock Splits, so as to retain some or all of their shares of common stock, or to receive cash for some or all of their shares, as they see fit.

Recommendation of the Finance and Strategic Planning Committee. Based on the foregoing analyses, including a consideration of the disadvantages of the Stock Splits as a means to effect the Transaction, the Finance and Strategic Planning Committee believed that the Transaction, including the specific terms of the Stock Split, is procedurally and substantively fair to all stockholders, including the unaffiliated stockholders, regardless of whether a stockholder receives cash or continues to be a stockholder following the Stock Splits, and believes that the cash payment of $30.00 per pre-split share to be fair consideration for those stockholders holding fewer than the Minimum Number of shares. As a result, the Finance and Strategic Planning Committee recommended to the Board by a unanimous vote that it effect the Transaction via the Stock Splits. The Finance and Strategic Planning Committee’s recommendation was subsequently reaffirmed at a meeting held on September 26, 2019 when the Finance and Strategic Planning Committee (other than Mr. Wells, who was not in attendance) recommended that the Board proceed with seeking the approval by our stockholders of the proposed Stock Splits to effect the Transaction by having the stockholders approve a range of Stock Split Ratios.

Recommendation of the Board. At a meeting held on September 6, 2019, the Board determined by a unanimous vote that the Transaction, including the specific terms of the Stock Splits, is fair to, and in the best interests of, the Company’s stockholders, including all unaffiliated stockholders, and recommends that you vote “FOR” adoption. In reaching its determination and recommendation, the Board considered and specifically adopted the recommendations of the Finance and Strategic Planning Committee and the factors that the Finance and Strategic Planning Committee took into account in making its recommendations to the Board. The Board’s recommendation was subsequently reaffirmed at the September 26, 2019 meeting when the Board (other than Mr. Wells, who was not in attendance) determined by a unanimous vote of directors present to proceed with seeking approval by our stockholders of the proposed Stock Splits to effect the Transaction by having the stockholders approve a range of Stock Split Ratios.

Houlihan Lokey applied multiple ranges of 3.25x to 4.25x to the Company’s LTM Adjusted EBITDA, 3.00x to 4.00x to the Company’s estimated calendar year 2019E Adjusted EBITDA, and 2.25x to 3.00x to the Company’s estimated calendar year 2020E Adjusted EBITDA. Houlihan Lokey selected these multiples based on its professional judgment and experience, taking into account the Company’s relative size, enterprise value, and market exposure compared to the selected companies as well as general market conditions in the U.S. rental tools services segment. The selected companies analysis indicated implied value reference ranges per share of our common stock of $19.33 to $26.71 based on the Company’s LTM Adjusted EBITDA, $19.94 to $28.14 based on estimated calendar year 2019E Adjusted EBITDA, and $21.77 to $30.58 based on estimated calendar year 2020E Adjusted EBITDA, as compared to the proposed Cash Payment to be received by the Cashed Out Stockholders in the Reverse Stock Split of price of $30.00 per pre-split share of our common stock.

Discounted Cash Flow Analysis - Existing Capital Structure . Houlihan Lokey performed a discounted cash flow analysis of the Company under the exising capital structure by calculating the estimated net present value of the projected unlevered, after-tax free cash flows of the Company based on the Company Projections. Houlihan Lokey calculated terminal values for the Company by applying a range of terminal value Adjusted EBITDA multiples of 2.25x to 2.75x. Houlihan Lokey selected these multiples based on its professional judgment and experience, taking into account the same factors as the selected companies analysis, as well as market conditions in the U.S. rental tools services segment. The net present values of the Company’s projected future cash flows and terminal values were then calculated using discount rates ranging from 12.50% to 13.50%. These discount rates were derived by application of the weighted average cost of capital. In the case of the cost of equity component, the Capital Asset Pricing Model was utilized, which requires certain Company-specific inputs, including the Company’s capital structure and a beta for the Company among other things, as well as certain financial metrics for the United States financial markets generally. The discounted cash flow analysis indicated an implied per share value reference range of $24.45 to $30.15 per share of our common stock, as compared to the proposed Cash Payment to be received by the Cashed Out Stockholders in the Reverse Stock Split of $30.00 per pre-split share of our common stock.

Discounted Cash Flow Analysis - Potential Refinancing . Houlihan Lokey performed a discounted cash flow analysis of the Company taking into account a potential refinancing of the Company’s existing term loan, on terms provided by the management of the Company by calculating the estimated net present value of the projected unlevered, after-tax free cash flows of the Company based on the Company Projections. Houlihan Lokey calculated terminal values for the Company by applying a range of terminal value Adjusted EBITDA multiples of 2.25x to 2.75x. Houlihan Lokey selected these multiples based on its professional judgment and experience, taking into account the same factors as the selected companies analysis, as well as market conditions in the U.S. rental tools services segment. The net present values of the Company’s projected future cash flows and terminal values were then calculated using discount rates ranging from 11.75% to 12.75%. These discount rates were derived by application of the weighted average cost of capital. In the case of the cost of equity component, the Capital Asset Pricing Model was utilized, which requires certain Company-specific inputs, including the Company’s capital structure and a beta for the Company among other things, as well as certain financial metrics for the United States financial markets generally. The discounted cash flow analysis indicated an implied per share value reference range of $24.86 to $30.66 per share of our common stock, as compared to the proposed Cash Payment to be received by the Cashed Out Stockholders in the Reverse Stock Split of $30.00 per pre-split share of our common stock. Based on discussions with Company management, Houlihan Lokey understands the probability of such a refinancing taking place is low.

Upon the effectiveness of the Stock Splits, the aggregate number of shares of our common stock owned by our directors and executive officers will not increase and the ownership percentage of the shares of our voting stock held by those of our directors, executive officers and 10% stockholders who will be Continuing Stockholders will increase modestly, and at the same rate as the ownership percentage of all the other Continuing Stockholders, as a result of the reduction of the number of shares of our common stock outstanding. In addition, as of November 20, 2019, certain members of each of the Board and our executive officers held the following restricted stock units, options and warrants:

As of November 20, 2019, approximately 0.1% and 61.4% of the issued and outstanding shares of our common stock was held by the Company’s executive officers and 10% stockholders, respectively. Our executive officers, as well as Värde and Brigade, each of which are 10% stockholders, have indicated that they intend to vote all of the shares of our common stock held by them (17,231 and 9,234,816 shares, respectively) “FOR” the Stock Splits and “FOR” the proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Stock Splits. Assuming Värde and Brigade each vote “FOR” the Stock Splits as each has previously indicated, then each of the proposals relating to the Stock Splits will be approved by an affirmative vote of a majority of the shares of our common stock cast by the stockholders present in person or represented by proxy at the Special Meeting and entitled to vote at the Special Meeting. The Company’s affiliated stockholders, including our directors and executive officers, will be treated no differently than unaffiliated stockholders, including unaffiliated Cashed Out Stockholders and unaffiliated Continuing Stockholders. Accordingly, certain of our executive officers and affiliates of our 10% stockholders may be cashed out due to the number of shares they hold in direct registered form.

Each of Värde (including its affiliated funds and/or funds managed or advised by Värde) and Brigade (including its affiliated funds and/or funds managed or advised by Brigade) held debt and/or equity, as applicable, of the Company prior to its emergence from bankruptcy pursuant to the Plan. As holders of the Company’s pre-restructuring debt and/or equity, as applicable, Värde and Brigade, along with other holders of pre-restructuring debt and equity, were involved in negotiating the terms of the restructuring transactions with the Company and entered into a restructuring support agreement on December 12, 2018 (as amended as of January 28, 2019, the “RSA”), which is described below under “—Transactions Occurring Prior to the Plan Effective Date.”

On the Plan Effective Date and by operation of and in accordance with the Plan, a new board of directors consisting of seven directors was appointed, each of whom was appointed based upon such director’s background and experience as described under “Information about the Company—Directors and Executive Officers.” Pursuant to the RSA and in accordance with the Plan, of the seven initial directors, Värde had the right to appoint three independent directors and Brigade had the right to appoint two independent directors, whose terms expire at the 2020 annual meeting (upon which time the Board will be elected via customary director election procedures under Delaware law and in accordance with its Charter, and without either Värde or Brigade having any nomination or other special rights with respect to such directorships). Furthermore, pursuant to Section 6.3 of the Company’s Charter, if the directorships initially filled on the Plan Effective Date by either Värde or Brigade become vacant as a result of death, resignation, retirement, disqualification, removal, incapacity or other cause, such vacancy may be filled solely by a majority of the directors then in office, and not pursuant to any right that Värde or Brigade has to appoint replacement directors. Accordingly, while each has the ability, as stockholders, to vote in director elections, neither Värde nor Brigade has any rights with respect to the appointment or nomination of directors. The Board affirmatively determined that all non-employee directors (including the directors initially appointed by Värde and Brigade) are independent within the meaning of the New York Stock Exchange Corporate Governance Listing Standards and Rule 10A-3(b) of the Exchange Act.

On the Plan Effective Date, in accordance with Section 3.01(D) of the Company’s Bylaws, the Board appointed a board observer selected by Värde and a board observer selected by Brigade. The observers do not have any voting rights, but may attend all meetings of the Board and its committees unless the Board determines in good faith upon advice of counsel that it is reasonably necessary to exclude the observers to preserve the attorney-client privilege. Although each of Värde and Brigade and their respective board observers, subject to their confidentiality agreements, were aware of, and generally supportive of, the Board’s decision to explore a possible going dark transaction, Värde and Brigade and their respective board observers were not directly involved in the evaluation, structuring or planning of the proposed Stock Splits and overall Transaction. For example, the board observes of Värde and Brigade were not present at any Board meeting in which Houlihan Lokey provided financial analyses relating to the Transaction, have never attended any Finance and Strategic Planning Committee meeting and were not present at any meeting of the Board in which the Stock Splits and the overall Transaction were approved. The Finance and Strategic Planning Committee and the Board, based on input from the Company’s management, Houlihan Lokey and Akin Gump, performed the analysis of the viability of the proposed Stock Splits and overall Transaction, the most beneficial terms to the Company’s stockholders and the implementation thereof.

On November 4, 2019, in accordance with the LTIP, we awarded each of Eugene Davis, Patrick Bartels, Michael Faust, L. Spencer Wells, Zaki Selim and Barry L. McMahan 22,269, 15,907, 15,907, 7,953, 7,953 and 7,953 restricted stock units, respectively, which vest proportionally for three years beginning March 26, 2020. We also awarded each of Messrs. Wells, Selim, and McMahan 7,954 phantom stock units, which entitles each of them to a contingent right to receive a cash amount equivalent to the fair market value of 7,954 shares of our common stock on the Settlement Date (as defined in the LTIP).

On December 12, 2018, prior to the commencement of the Chapter 11 Cases, our predecessor entered into the RSA with certain of holders of our predecessor’s notes, common stock and preferred stock, including certain of directors, executive officers and Värde and Brigade, which were neither 10% stockholders at the time nor acting as a group, pursuant to which such persons agreement to support a restructuring on the terms set forth in the Plan.

Based on information we have received as of November 8, 2019 from our transfer agent, Equiniti, as to holdings of our record holders, and from Broadridge, reflecting the distribution of the accounts of our stockholders who hold shares in “street name,” as well our estimates of other expenses relating to the Transaction, we believe that the total cash to be paid in connection with the Transaction to the Company would be approximately $1.9 million, if the Minimum Number were 50, which is the approximate midpoint within the proposed range of Stock Split Ratios. This amount includes approximately $1.1 million needed to cash out fractional shares as a result of the Stock Splits if the Minimum were 50. However, this amount, which is for illustrative purposes only, could be larger or smaller depending on, among other things, the Stock Split Ratio ultimately selected by the Board, the number of fractional shares that will be outstanding at the time of the Stock Splits as a result of purchases, sales and other transfers of our shares of common stock by our stockholders, and the number of “street name” shares that are actually cashed out in the Stock Splits. In addition, the following approximated legal, accounting, and financial advisory fees and other costs will be incurred by the Company to effect the Stock Splits and the overall Transaction:

The presence of the holders of a majority of the outstanding shares of our common stock entitled to vote at the Special Meeting, present in person or represented by proxy, will constitute a quorum for the purposes of the Special Meeting. Assuming the presence of a quorum, (i) the affirmative vote of a majority of the outstanding shares of our common stock entitled to vote at the Special Meeting, and not a majority vote of unaffiliated shares, is required to approve each of the Reverse Stock Split proposal and the Forward Stock Split proposal and (ii) the affirmative vote of a majority of the shares of our common stock cast by the stockholders present in person or represented by proxy at the Special Meeting and entitled to vote at the Special Meeting is required for the adoption of the proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Stock Splits. As of November 20, 2019, approximately 0.1% and 61.4% of the issued and outstanding shares of our common stock was held by the Company’s directors and executive officers and 10% stockholders, respectively. Our directors and executive officers, as well as Värde and Brigade, each of which are 10% stockholders, have indicated that they intend to vote all of the shares of our common stock held by them (17,231 and 9,234,816 shares, respectively) “FOR” the Stock Splits and “FOR” the proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Stock Splits. Assuming Värde and Brigade each vote “FOR” the Stock Splits as each has previously indicated, then each of the proposals relating to the Stock Splits will be approved by an affirmative vote of a majority of the shares of our common stock cast by the stockholders present in person or represented by proxy at the Special Meeting and entitled to vote at the Special Meeting. Even if stockholders approve the Stock Splits, the Board may abandon the proposed Stock Splits and the overall Transaction at any time prior to its completion if it believes either the overall Transaction or the Stock Splits are no longer in the best interests of the Company or its stockholders. Furthermore, subject to its compliance with Delaware law and the federal proxy rules, the Board reserves the right to change the terms of the Stock Splits and the overall Transaction, including the Stock Split Ratios and the amount of the Cash Payment, to the extent it believes it is necessary or desirable in order to accomplish the Company’s goal of remaining below 300 record holders.

The Stock Splits will become effective as of the time that the Company amends our Charter through the filing of certificates of amendment to our Charter with the State of Delaware to effectuate the Reverse Stock Split and the Forward Stock Split. Following the Special Meeting, the Board will need to evaluate updated ownership data impacting the various Stock Split Ratios so that it can determine the aggregate costs of the Stock Splits within the range of Stock Split Ratios before choosing a Stock Split Ratio. Depending on the number of stockholders owning fewer than the Minimum Number of shares, the Board may abandon the Stock Splits and the overall Transaction if the Stock Splits become too costly. Subject to the Board’s ability to abandon the proposed Stock Splits and the overall Transaction, the Board intends to determine the Stock Split Ratios and effect the Stock Splits as soon as reasonable practicable after the Stock Splits are approved by our stockholders, which would likely occur immediately following the public announcement of the Stock Split Ratios chosen by the Board. Our common stock acquired by us in connection with the Stock Splits will be held as treasury shares, retired or restored to the status of authorized but unissued shares.

On September 10, 2019, the last trading day before we announced the Transaction, and on the Record Date, the closing prices of our common stock on the New York Stock Exchange were $19.59 and $21.51, respectively.

As of November 8, 2019, there were approximately 470 holders of record of our common stock.

The following sets forth information as of November 20, 2019, concerning the name, age, and position of each of our directors and executive officers.