PKDC Parker Drilling Company (CE)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AMENDMENT NO. 2 TO SCHEDULE 13D

The following constitutes Amendment No. 2 (“Amendment No. 2”) to the Schedule 13D filed with the Securities and Exchange Commission (“SEC”) by The Värde Skyway Master Fund, L.P. (“Master Skyway Fund”), The Värde Skyway Fund G.P., LLC (“Skyway Fund GP”), Värde Investment Partners (Offshore) Master, L.P. (“VIP Offshore”), Värde Investment Partners, L.P. (“VIP”), Värde Investment Partners G.P., LLC (“VIP GP”), Värde Credit Partners Master, L.P. (“VCPM”), Värde Credit Partners G.P., LLC (“VCPM GP”), Värde Partners, L.P. (“Managing Member”), Värde Partners, Inc. (“General Partner”) and George G. Hicks (collectively, the “Reporting Persons”) on April 3, 2019, as amended by Amendment No. 1 filed on February 11, 2020. This Amendment No. 2 amends and supplements the Schedule 13D as specifically set forth herein.

All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Item 2. Identity and Background

Item 2 of the Schedule 13D is hereby amended and restated as follows:

(a) This Schedule 13D is being jointly filed by:

(i) The Värde Skyway Master Fund, L.P., a Cayman Islands exempted limited partnership (“Master Skyway Fund”);

(ii) The Värde Skyway Fund G.P., L.P., a Delaware limited partnership (“Skyway Fund GP”), the general partner of Master Skyway Fund;

(iii) The Värde Skyway Fund UGP, LLC, a Delaware limited liability company (“Skyway Fund UGP”), the general partner of Skyway Fund GP;

(iv) Värde Investment Partners (Offshore) Master, L.P., a Cayman Islands exempted limited partnership (“VIP Offshore”);

(v) Värde Investment Partners, L.P., a Delaware limited partnership (“VIP”);

(vi) Värde Investment Partners G.P., L.P., a Delaware limited partnership (“VIP GP”), the general partner of VIP Offshore and VIP;

(vii) Värde Investment Partners UGP, LLC, a Delaware limited liability company (“VIP UGP”), the general partner of VIP GP;

(viii) Värde Credit Partners Master, L.P., a Cayman Islands exempted limited partnership (“VCPM”);

(ix) Värde Credit Partners G.P., L.P., a Delaware limited partnership (“VCPM GP”), the general partner of VCPM;

(x) Värde Credit Partners UGP, LLC, a Delaware limited liability company (“VCPM UGP”), the general partner of VCPM GP;

(xi) Värde Partners, L.P., a Delaware limited partnership (“Managing Member”), the managing member of Skyway Fund UGP, VIP UGP and VCPM UGP;

(xii) Värde Partners, Inc., a Delaware corporation (“General Partner”), the general partner of the Managing Member;

(xiii) Mr. George G. Hicks (“Mr. Hicks”), the co-chief executive officer of the General Partner; and

(xiv) Ilfryn C. Carstairs (“Mr. Carstairs”), the co-chief executive officer of the General Partner.

((i) through (xiv) above are each referred to as a “Reporting Person” and collectively referred to as the “Reporting Persons”).

(b) The address of the principal business and principal office of each of the Reporting Persons other than Mr. Carstairs is 901 Marquette Ave S., Suite 3300, Minneapolis, MN 55402. The address of the principal business and principal office of Mr. Carstairs is 6 Battery Road #21-01, Singapore 049909.  See Schedule 1 with respect to information required for each executive officer and director of the General Partner.

(c) For Mr. Hicks, the present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted is: Co-Chief Executive Officer, Värde Partners, Inc., 901 Marquette Ave S., Suite 3300, Minneapolis, MN 55402. For Mr. Carstairs, the present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted is: Chief Executive Officer, Varde Partners Asia Pte. Ltd., 6 Battery Road #21-01, Singapore 049909. The principal business of each of the other Reporting Persons is direct or indirect investment in financial assets.

(d) and (e) During the past five years, none of the Reporting Persons (nor any of the persons listed on Schedule 1) has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Mr. Hicks is a citizen of the United States. Mr. Carstairs is a citizen of Australia and the United Kingdom.  Each of the other Reporting Persons is organized under the laws of the State of Delaware except Master Skyway Fund, VIP Offshore and VCPM, which are organized under the laws of the Cayman Islands. Each of the executive officers and directors identified on Schedule 1 hereto are U.S. citizens other than Mr. Carstairs, who is a citizen of Australia and the United Kingdom, Mr. Noel, who is a citizen of the United States and the United Kingdom, Mr. Naglieri, who is a citizen of Italy, Mr. Milone, who is a citizen of Italy, and Ms. Lieskovska, who is a citizen of the United Kingdom.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. The ownership percentage appearing on such cover pages has been calculated based on 15,044,739 shares of Common Stock of the Issuer outstanding as of November 20, 2019, as reported in the Issuer’s Proxy Statement filed with the SEC on November 25, 2019.

Each of Mr. Hicks, Mr. Carstairs, the Managing Member and the General Partner may also be deemed to beneficially own the Common Stock held by the other Reporting Persons. Each such Reporting Person may be deemed to beneficially own the Common Stock beneficially owned by the Reporting Persons directly or indirectly controlled by it or him, but neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person (other than Master Skyway Fund, VIP Offshore, VIP and VCPM and their respective general partners, to the extent they directly hold shares of Common Stock) is the beneficial owner of Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such shares of Common Stock. The filing of this statement should not be construed to be an admission that any of the Reporting Persons are members of a “group” for the purposes of Sections 13(d) and 13(g) of the Exchange Act.

(c) Except as previously disclosed in this Schedule 13D, as amended, there have been no transactions in shares of Common Stock during the 60 days prior to the date hereof by any of the Reporting Persons.

(d) To the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock.