Newpark Resources (NR) Announces $100M Conv. Notes Offering

November 28, 2016 4:17 PM EST

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Newpark Resources, Inc. (NYSE: NR) announced that it intends to offer, subject to market and other conditions, $100.0 million aggregate principal amount of convertible senior notes due 2021 ("Notes") in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The Notes are expected to pay interest semiannually and to be convertible as of June 1, 2021, and prior to that date, only upon specified circumstances. Upon conversion, the Notes may be settled, at Newpark's election, in shares of Newpark's common stock, cash or a combination of cash and shares. Newpark may not redeem the Notes at its election prior to their maturity date. Newpark expects to grant the initial purchasers an option to purchase up to $15.0 million principal amount of additional Notes, exercisable within 30 days. The final terms of the Notes, including the interest rate and conversion rate, will be determined by negotiations between Newpark and the initial purchasers of the Notes. Newpark intends to use the net proceeds from the offering to retire existing indebtedness and for general corporate purposes.

This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any offer, solicitation or sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The Notes and the common stock issuable upon conversion of the Notes have not been registered under the Securities Act of 1933, as amended, or any state securities laws. Unless so registered, the Notes and the common stock issuable on conversion of the Notes may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable states securities laws.

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