Parker intends to use the net proceeds from the offering to redeem all of its outstanding senior floating rate notes due 2010 and for general corporate purposes. Additionally, Parker intends to use a portion of the net proceeds to pay the net cost of convertible note hedge and warrant transactions, which is expected to reduce the potential dilution to Parker's common stock from the conversion of the Notes and to have the effect of increasing the conversion price of the Notes. Parker has been advised by the counterparties to the convertible note hedge and warrant transactions that the counterparties expect to enter into various derivative transactions at and possibly after the pricing of the offering of the Notes and may unwind such derivative transactions, enter into other derivative transactions and purchase and sell Parker's common stock in secondary market transactions following the pricing of the Notes (including during any cash settlement averaging period relating to the Notes). These derivative transactions could have the effect of increasing, or preventing a decline in, the price of Parker's common stock at or shortly after the pricing of the offering of the Notes. If the counterparties were to unwind various derivatives and/or purchase or sell Parker's common stock in secondary market transactions prior to the maturity of the Notes, such activity could adversely affect the price of Parker's common stock or the settlement amount payable upon conversion of the Notes.
The offering was made pursuant to an effective registration statement filed with the Securities and Exchange Commission.
This release is not an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
This release is not a call for redemption of any of Parker's outstanding senior floating rate notes due 2010. Any such call for redemption will be made in a separate communication pursuant to the terms of the senior floating rate notes.
The sole book-running manager for this offering will be Banc of America Securities LLC. Deutsche Bank Securities and Lehman Brothers will be acting as co-managers. When available, copies of the prospectus relating to the Notes may be obtained by contacting Banc of America Securities LLC, Capital Markets Operations (Prospectus Fulfillment), 100 West 33rd Street, New York, NY 10001.
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