Obligation Parker Forage 7.5% ( US701081AY70 ) en USD

Parker Forage

100 % ⇌

Etas-Unis

US701081AY70 ( en USD )

7.5% par an ( paiement semestriel ) - Obligation en défaut, paiements suspendus

31/07/2020 - Obligation échue

Prospectus brochure de l'obligation Parker Drilling US701081AY70 en USD 7.5%, échue

2 000 USD

225 000 000 USD

701081AY7

N/A

Parker Drilling est une société de services pétroliers et gaziers fournissant des services de forage et de gestion de puits à l'échelle mondiale.

L'Obligation émise par Parker Forage ( Etas-Unis ) , en USD, avec le code ISIN US701081AY70, paye un coupon de 7.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/07/2020
L'Obligation émise par Parker Forage ( Etas-Unis ) , en USD, avec le code ISIN US701081AY70, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

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Filed pursuant to Rule 424(b)(3)
Registration No. 333-193508

PROSPECTUS
Offer to Exchange
$225,000,000 of 7.500% Senior Notes due 2020
which have been registered under
the Securities Act of 1933
for any and all outstanding
$225,000,000 of unregistered 7.500% Senior Notes due 2020
issued on July 30, 2013

Parker Drilling Company is offering to exchange registered 7.500% Senior Notes due 2020, or the "exchange notes," for any and
all of its $225.0 million aggregate principal amount of unregistered 7.500% Senior Notes due 2020 that were issued pursuant to a
private placement on July 30, 2013, or the "private notes." We refer to the private notes and the exchange notes collectively in this
prospectus as the "notes." We refer to this exchange as the "exchange offer." The exchange notes are substantially identical to the
private notes, except the exchange notes are registered under the Securities Act of 1933, as amended (the "Securities Act"), and the
transfer restrictions and registration rights, and related additional interest provisions, applicable to the private notes will not apply to
the exchange notes. The exchange notes will represent the same debt as the private notes and we will issue the exchange notes under
the same indenture used in issuing the private notes.
The private notes issued pursuant to Rule 144A under the Securities Act bear the CUSIP number 701081 AV3 and the ISIN
number US701081AV32, and the private notes issued pursuant to Regulation S under the Securities Act bear the CUSIP number
U70081 AF8 and the ISIN number USU70081AF84.
Terms of the exchange offer:

· The exchange offer expires at 5:00 p.m., New York City time, on March 10, 2014, unless we extend it.

· The exchange offer is subject to customary conditions, which we may waive.

· We will exchange all private notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer

for an equal principal amount of exchange notes. All interest due and payable on the private notes will become due on the
same terms under the exchange notes.

· You may withdraw your tender of private notes at any time prior to the expiration of the exchange offer.

· If you fail to tender your private notes, you will continue to hold unregistered, restricted securities, and your ability to

transfer them could be adversely affected.

· We believe that the exchange of private notes for exchange notes will not be a taxable transaction for U.S. federal income

tax purposes, but you should see the discussion under the caption "Material U.S. Federal Income and Estate Tax
Considerations" for more information.

· We will not receive any proceeds from the exchange offer.

Investing in the exchange notes involves risks. See "Risk Factors," beginning on page 13, for a
discussion of certain factors that you should consider before deciding to participate in the exchange
offer.
Each broker-dealer that receives the exchange notes for its own account pursuant to this exchange offer must acknowledge by
way of the letter of transmittal that it will deliver a prospectus in connection with any resale of the exchange notes. The letter of
transmittal states that by so acknowledging and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time,
may be used by a broker-dealer in connection with resales of the exchange notes received in exchange for private notes where such
private notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. Until August 4,
2014 all dealers that effect transactions in the exchange notes, whether or not participating in this exchange offer, may be required to
deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters with respect to
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their unsold allotments or subscriptions. We have agreed that, until August 4, 2014, we will make this prospectus available to any
broker-dealer for use in connection with any such resale. See "Plan of Distribution."
Neither the United States Securities and Exchange Commission ("SEC") nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is February 6, 2014.
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TABLE OF CONTENTS

ABOUT THIS PROSPECTUS
i

PROSPECTUS SUMMARY
1

RISK FACTORS
13

USE OF PROCEEDS
28

RATIOS OF EARNINGS TO FIXED CHARGES
29

THE EXCHANGE OFFER
30

BUSINESS
39

PROPERTIES
49

LEGAL PROCEEDINGS
51

SELECTED FINANCIAL DATA
52

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
53

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
74

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 75
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
76

EXECUTIVE COMPENSATION
81

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
110
DESCRIPTION OF THE EXCHANGE NOTES
112
EXCHANGE OFFER; REGISTRATION RIGHTS
156
PLAN OF DISTRIBUTION
158
MATERIAL U.S. FEDERAL INCOME AND ESTATE TAX CONSIDERATIONS
159
LEGAL MATTERS
164
EXPERTS
164
INDEX TO FINANCIAL STATEMENTS
F-1
NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED
UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR
THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW
HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT
FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT
THAT AN EXCEPTION OR EXEMPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THE
SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED
OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE OR CAUSE TO BE
MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT, ANY REPRESENTATION INCONSISTENT WITH
THE PROVISIONS OF THIS PARAGRAPH.
ABOUT THIS PROSPECTUS
We have filed a registration statement on Form S-4 with respect to the exchange notes with the SEC. This prospectus, which
forms part of such registration statement, does not contain all the information included in the registration statement, including its
exhibits and schedules. For further information about us and the notes described in this prospectus, you should refer to the registration
statement and its exhibits and schedules. Statements we make in this prospectus about certain contracts or other documents are not
necessarily complete.

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When we make such statements, we refer you to the copies of the contracts or documents that are filed as exhibits to the registration
statement, because those statements are qualified in all respects by reference to those exhibits. The registration statement, including
the exhibits and schedules, is available at the SEC's website at www.sec.gov.
We have not authorized anyone to give any information or to make any representations concerning the exchange offer except that
which is in this prospectus. If anyone gives or makes any other information or representation, you should not rely on it. This
prospectus is not an offer to sell or a solicitation of an offer to buy securities in any circumstances in which the offer or solicitation is
unlawful. You should not interpret the delivery of this prospectus, or any sale of securities, as an indication that there has been no
change in our affairs since the date of this prospectus. You should also be aware that information in this prospectus may change after
this date.
We are required to file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC
filings are available over the Internet at the SEC's website at http://www.sec.gov. You may also read and copy any document that we
file at the SEC's public reference room at 100 F. Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
more information on the public reference room and its copy charges.
You may also obtain documents referenced in this prospectus without charge by writing or telephoning us at the following
address and telephone number:
Parker Drilling Company
5 Greenway Plaza, Suite 100
Houston, Texas 77046
Attention: Investor Relations
Telephone: (281) 406-2000
You will not be charged for any of these documents that you request. In order to ensure timely delivery of the documents, any request
should be made at least five days prior to the expiration date.

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PROSPECTUS SUMMARY
This summary highlights information about Parker Drilling Company, the exchange offer and the exchange notes. This
summary is not complete and does not contain all of the information that is important to you. To understand the exchange
offer fully and for a more complete description of the legal terms of the exchange notes, you should carefully read this entire
prospectus, particularly the risks of investing in the exchange notes discussed under "Risk Factors," our audited historical
combined financial statements, our unaudited historical consolidated and combined financial statements, our unaudited pro
forma condensed consolidated financial information, the respective notes to those financial statements and the accompanying
letter of transmittal. In this prospectus, other than in "Description of the Exchange Notes" and unless the context requires
otherwise, "Parker Drilling," "we," "us" and "our" refer to Parker Drilling Company and its subsidiaries and consolidated
joint ventures.
Parker Drilling Company
We are an international provider of contract drilling and drilling-related services and rental tools. We have operated in over
50 foreign countries and the United States since beginning operations in 1934, making us among the most geographically
experienced providers of contract drilling services and rental tools in the world. During 2012, we operated in 12 countries, and
in 2013, we acquired an international rental tools business with operations in ten additional countries. We have extensive
experience and expertise drilling geologically difficult wells and managing the logistical and technological challenges of
operating in remote, harsh and ecologically sensitive areas. We believe we are industry leaders in quality, health, safety and
environmental practices. We own and operate our own drilling rigs and also perform drilling-related services, referred to as
Operations & Maintenance ("O&M") work, for customer-owned drilling rigs on a contracted basis.
Our operating results are derived from the following five reportable segments:

·
Rental
Tools

·
U.S.
Barge
Drilling

·
U.S.
Drilling

·
International
Drilling

·
Technical
Services
For the nine months ended September 30, 2013, operating gross margin for the Rental Tools, U.S. Barge Drilling, U.S.
Drilling, International Drilling and Technical Services segments were approximately $72.5 million, $37.7 million, $(4.6) million,
$12.8 million and $0.6 million, respectively.
Our principal executive offices are located at 5 Greenway Plaza, Suite 100, Houston, Texas 77046 and our telephone
number at that location is (281) 406-2000.
Our Rental Tools Business
U.S. Rental Tools
We provide premium rental tools for land and offshore oil and natural gas drilling and provide high-quality, reliable
equipment used for drilling, workover and production applications, such as drill pipe, heavy-weight drill pipe, tubing,
high-torque connections, blow-out preventers ("BOPs"), drill collars, casing running systems, fishing services and more. Our
U.S. rental tools business is headquartered in New Iberia, Louisiana. We also hold an inventory of rental tools and provide
service to our customers from locations in Louisiana, Texas, Oklahoma, Wyoming, North Dakota and West Virginia.

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During 2012, our largest market for rental tools was land drilling, a cyclical market driven primarily by commodity prices
and our customers' access to project financing. The increase in unconventional lateral drilling, often used in shale formations,
added to the market demand for rental tools, keeping our U.S. market focus in the regions of primary shale plays. Based on
industry information on rig use, we believe that our U.S. rental tools were used primarily in drilling for oil and liquids-rich
natural gas in 2012.
Our principal customers are major and independent oil and natural gas exploration and production ("E&P") companies
operating in the U.S. energy producing markets on land and in the GOM. Generally, rental tools are used for only a portion of a
customer's well drilling program and are requested when they are required. As a result, rental tools are usually rented on a daily
or monthly basis, requiring us to keep a broad inventory in stock. We also have a growing portion of our business that supplies
tubular goods and other equipment to international and offshore Gulf of Mexico ("GOM") customers. For 2012, approximately
18% of revenues from our U.S. rental tools business was derived from equipment used in offshore and coastal water operations
in the GOM. In addition, from our locations within the United States, we have provided rental tools to customers operating
internationally.
International Rental Tools
On April 22, 2013, we acquired International Tubular Services Limited and certain of its affiliates (collectively, "ITS"), a
provider of rental drilling equipment and pressure control systems, casing running systems, fishing services, and machine shop
support for E&P companies, drilling contractors and service companies from 21 operating facilities primarily located in the
Middle East, Latin America, the U.K., Europe and the Asia-Pacific region (the "ITS Acquisition").
Our U.S. Barge Drilling Business
Our U.S. Gulf of Mexico barge rig fleet is the largest marketed barge fleet in the GOM region, with rigs ranging from 1,000
to 3,000 horsepower with drilling depth capabilities ranging from 13,000 to over 30,000 feet. Our rigs drill for oil, natural gas,
and a combination of oil and natural gas in the shallow waters in and along the inland waterways and coasts of Louisiana,
Alabama and Texas. The barge drilling market in the GOM is characterized by cyclical activity where utilization and dayrates are
typically driven by commodity prices and our customers' access to project financing. Contract terms tend to be well-to-well or
multi-well programs, most commonly ranging from 45 to 150 days. During periods of strong market demand, contract drilling
terms may extend up to twelve months or longer.
We continually make investments in our barge drilling fleet to increase its efficiency and safety performance. Our rigs are all
equipped for zero-discharge operations and are suitable for a variety of drilling programs in coastal waters, particularly for deep
shelf drilling.
Our U.S. Drilling Business
Our U.S. Drilling business primarily consists of two new-design Arctic class drilling rigs in Alaska intended to address the
challenges presented by the remote location, harsh climate and sensitive environment that characterize the Alaskan North Slope.
The rigs deliver improved drilling efficiency, operating consistency and safety in this very demanding setting. In early December
2012 we commenced drilling operations with the first rig. The second rig completed client acceptance testing and began drilling
in February 2013. The Alaskan North Slope drilling market is a focus of global and regional E&P companies with active
programs to develop the area's hydrocarbon resources. In this market, drilling activity, and therefore production, is constrained
by the existing limits of the infrastructure in place and the capabilities of existing aged technology. We believe our new-design
rigs contribute to expanded drilling capabilities in this market for our customers.

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Additionally, in February 2013, we began providing O&M work in support of ExxonMobil's Santa Ynez Unit offshore
platform operations located in the Channel Islands region of California.
Our International Drilling Business
Our international drilling business includes operations related to Parker-owned and operated rigs as well as
customer-owned rigs. We strive to deploy our fleet of Parker-owned rigs in markets where we expect to have opportunities to
keep the rigs regularly at work. In addition, we have ongoing O&M and project management activities in Sakhalin Island, Russia;
Papua New Guinea and Kuwait.
The international drilling markets in which we operate have one or more of the following characteristics:

· customers that typically are major, independent or national oil and natural gas companies or integrated service

providers;

· drilling programs in remote locations with little infrastructure requiring a large inventory of spare parts, other ancillary

equipment and self-supported service capabilities;

· complex wells and/or harsh environments such as high pressure, deep depths, hazardous or geologically challenging

conditions, requiring specialized equipment and considerable experience to drill;

· drilling contracts that generally cover periods of one year or more; and

· O&M contracts that are typically in support of multi-year drilling programs.
Our Technical Services Business
We provide engineering and related project services during the Front End Engineering Design ("FEED"), pre-FEED and
concept development phases of customer-owned drilling facility projects. During the Engineering, Procurement, Construction and
Installation ("EPCI") phase, we focus primarily on drilling systems engineering, procurement, commissioning and installation and
we typically provide customer support during construction. Currently, we provide these services on the Berkut platform project
for Exxon Neftegas Limited ("ENL"). Additionally, we have a FEED engagement for an onshore arctic drilling facility project.
Because these projects are customer-owned and customer-funded, the Technical Services business does not require significant
capital and we believe such business helps position us for future expansion in the drilling O&M business.
Our Technical Services business is also our engineering expertise center and provides our drilling businesses with services
similar to those provided to our external customers, including engineering design, retrofitting of existing rigs, modification,
upgrades and other technology-related improvements.
Our Strategy
Our strategy is to achieve and maintain market leadership in selected global markets as a provider of innovative, efficient
and reliable drilling and drilling-related services; to grow our business through select investments in our core businesses as well
as new assets and lines of business; to achieve consistent excellence in execution; and to exercise financial discipline. We are
committed to achieving peak performance for our customers in routine or more conventional settings, as well as extreme and
highly challenging environments through:

· innovative, fit-for-purpose products and services that deliver reliable results and measurable value;

· safe, efficient and innovative drilling and rental tool performance; and

· highly competent teams, processes and technology that are unmatched for delivering solutions to difficult challenges.

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Key elements of our strategy include:

· Achieving and Maintaining Market Leadership. We believe we achieve and sustain the preference for our services by

the quality, efficiency and dependability of our performance and its value to the customer. We achieve this by:

·
providing premium rental tools with dependable customer service;

·
building, upgrading and maintaining a fleet of barge and land rigs that are preferred by operators because of the

value they provide;

·
supplying trained and experienced operating crews, rig leadership teams and an array of support services; and

·
offering engineering and other technical services that have a record of delivering innovative solutions to drilling

challenges in difficult, hazardous or environmentally sensitive areas.

· Growing Through Selective Investment. We believe we can improve our competitive position and financial

performance through investments in our core businesses and in new assets or lines of business that complement and
expand our capabilities. We are focused on:

·
growing our rental tools operation by locating new service facilities in markets with growing demand from new

and existing customers;

·
upgrading and adding new equipment to our drilling rig fleet thereby improving the services we offer to

operators;

·
entering new markets that we believe present long-term oil and natural gas development opportunities; and

·
expanding and broadening our technical services and O&M activities by leveraging our experience and existing

relationships.

· Striving for Execution Excellence and Maintaining Financial Discipline. We believe we significantly enhance our
operating and financial performance potential by how well we plan, execute and manage. Our operating culture is to
align resources, responsibility and accountability with achievable objectives. Our management team has extensive
experience in the industry and we work diligently to continue to attract new talent that can improve our management and

operational performance and provide leadership excellence in the future. We maintain strong financial controls and
disciplines in all aspects of our business to ensure we adhere to solid financial principles and provide attentive
stewardship of our capital. We intend these principles to lead to consistency in operational performance, stronger-
than-peer financial performance and value to our shareholders.
We focus on specific goals that align with these strategies. These are intended to continue to improve our safety
performance; manage the geopolitical risks associated with our asset deployment; improve financial returns from operations;
improve the predictability and reliability of operational, planning and project management processes; and continue to strengthen
our enterprise talent.
Our Competitive Strengths
We differentiate ourselves from other providers of similar services by focusing on our core competencies and delivering
premier and measurable results to our customers. We seek to provide our customers safe, reliable and efficient operations and
innovation in our products and services through these key focus areas:

· Safety: We believe industry-leading safety performance is a crucial factor in our status as a preferred drilling

contractor and rental tools supplier. We utilize a portfolio of metrics and processes to reinforce and drive continuous
improvement in safety and environmental performance. Our Total Recordable

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Incidence Rate ("TRIR") has been below the industry average for more than ten years. Over 70% of our facilities
reported zero recordable injuries in each of 2012 and 2013. We believe our safety record, along with our integrated

health, safety and environmental ("HSE") program, have contributed to our success in obtaining drilling contracts, as
well as contracts to manage and provide labor resources for drilling rigs owned by third parties.

· Personnel Development and Training: The challenges of our business are magnified by the technological requirements
of our work and our customers. We have invested significant resources to provide a full curriculum of standardized
training to promote working safely and operating efficiently. Our training centers in Louisiana and Alaska provide

safety and technical training curricula in four different languages and we provide regulatory compliance training
throughout the world. We also provide structured training programs and on-site instruction to our customers in the use
of equipment we furnish as rental tools. We are committed to ongoing training and to developing best-in-class
processes for quickly and effectively developing and deploying the most qualified and highly trained industry workers.

· Technology: Applying new technology to create greater efficiencies in the drilling process lies at the heart of our
competitive strengths. We have a nearly 80-year legacy of applying new technologies for drilling in challenging
environments and a demonstrated history of technological leadership within the drilling industry. Our previous
contributions to the industry include the patented heli-hoist rig design, winterized rigs on wheels for arctic drilling, and

an Arctic class barge rig to explore the Caspian Sea. We have established extended reach drilling depth records on
several occasions. Our two new-design Arctic class drilling rigs designed for drilling on the Alaskan North Slope are
intended to increase drilling efficiency, consistency and safety in the extreme climate and harsh conditions of the arctic.
Our rental tools business focuses on premium equipment, maintained to high standards, that complements advanced
drilling technologies like those developed to exploit oil and natural gas deposits in shale.

· Performance: Our primary aim is to provide services that benefit both our customers and our company. We strive to
achieve this by planning, executing and measuring our performance against our goals and our customers' expectations.
We utilize performance metrics in our business and regularly share them with our customers. Our supply chain

management and our planned maintenance programs, including preventive maintenance to facilitate dependable
operating efficiency and minimize down time, help to establish us as a contractor of choice. Our management team has
extensive experience in the energy services and oil and natural gas drilling industries and utilizes this experience to set
performance standards and assess the performance of our operations and individual employees.
Recent Events
Refinancing Transactions
Offering of 6.750% Senior Notes
On January 7, 2014, we commenced a private offering of $360,000,000 aggregate principal amount of our 6.750% Senior
Notes due 2022 (the "6.750% Notes"). The 6.750% Notes were offered to the public at par, resulting in a yield to maturity of
6.750%. We received net proceeds of approximately $353.7 million from our proposed offering, after deducting the initial
purchasers' discount and our estimated expenses, which we used to fund a portion of our pending tender offer as described below
under "-- Tender Offer for 9.125% Notes." The terms of the 6.750% Notes are substantially the same as the terms of the private
notes. The offering of the 6.750% Notes closed on January 22, 2014.

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Tender Offer for 9.125% Notes
On January 7, 2014, we also commenced a tender offer (the "tender offer") to purchase for cash any and all of our
outstanding 9.125% Senior Notes due 2018 (the "9.125% Notes"). In connection therewith, we also solicited consents to amend
the indenture governing the 9.125% Notes to, among other things, eliminate substantially all of the restrictive covenants and
eliminate or modify certain events of default. As of January 21, 2014, at 5:00 p.m., New York City time, we had received the
requisite consents to amend the indenture and on January 24, 2014, we amended the indenture. Pursuant to the tender offer, on
January 22, 2014 we purchased approximately $416.2 million (or 97.9% of the outstanding principal amount of the 9.125%
Notes) of the 9.125% Notes for cash at a purchase price of $1,061.98 per $1,000 principal amount, together with accrued and
unpaid interest to the purchase date, which includes a consent fee of $30 per $1,000 principal amount of 9.125% Notes validly
tendered before 5:00 p.m., New York City time, on January 21, 2014. The tender offer expired at 11:59 p.m., New York City time,
on February 4, 2014. In addition to the proceeds from the offering of the 6.750% Notes, we funded and intend to fund the
remaining portion of the tender offer with cash on hand and borrowings under our senior secured credit facility.

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