Item 3.01.    Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing.
On November 4, 2020, Newpark Resources, Inc. (the "Company") received notice
(the "Notice") from the New York Stock Exchange (the "NYSE") that it is no
longer in compliance with NYSE continued listing criteria set forth in Section
802.01C of the NYSE Listed Company Manual, which requires listed companies to
maintain an average closing share price of at least $1.00 over a period of 30
consecutive trading days. The Company is in compliance with all other NYSE
continued listing standards.
As required by the NYSE, the Company intends to timely respond to the NYSE with
respect to its intent to cure the deficiency and regain compliance with the
NYSE's price criteria. The Company intends to consider all available options to
regain compliance with Section 802.01C of the NYSE Listed Company Manual, which
may include transactions that are subject to approval of the Company's
shareholders.
Pursuant to Section 802.01C, the Company has a period of six months following
the receipt of the Notice to regain compliance with the minimum share price
requirement. The Company can regain compliance with the minimum share price
requirement at any time during the cure period if, on the last trading day of
any calendar month during the cure period or on the last day of the cure period,
the Company has a closing share price of at least $1.00, and an average closing
share price of at least $1.00 over the 30 trading-day period ending on such
date.
If the Company effectuates a transaction requiring shareholder approval in order
to cure the share price non-compliance, the Company would have until the next
Annual Meeting of shareholders to obtain such shareholder approval. If
shareholder approval is obtained, the Company would be required to implement
action promptly thereafter and the condition will be deemed cured if the price
promptly exceeds $1.00 a share, and the price remains above that level for at
least the following 30 trading days.
The Notice has no immediate impact on the listing of the Company's shares, which
will continue to be listed and traded on the NYSE during the cure period under
the symbol "NR", subject to the Company's continued compliance with the other
listing requirements of the NYSE. However, the symbol will have an added
designation of ".BC" to indicate that the status of the shares is "below
compliance" with the NYSE continued listing standards. The ".BC" indicator will
be removed at such time as the Company regains compliance. The Notice does not
affect the Company's ongoing business operations or its Securities and Exchange
Commission reporting requirements, and it does not result in an event of default
under any of the Company's material debt agreements.
If we are unable to meet these listing standards and are unable to cure any such
non-compliance within the applicable cure period provided by the NYSE, the NYSE
could delist our common stock. A delisting of our common stock could negatively
impact us by, among other things, reducing the liquidity and market price of our
common stock; reducing the number of investors willing to hold or acquire our
common stock, which could negatively impact our ability to raise equity
financing; limiting our ability to issue additional securities or obtain
additional financing in the future; decreasing the amount of news and analyst
coverage of us; and causing us reputational harm with investors, our employees,
and parties conducting business with us. A delisting of our common stock would
constitute a "fundamental change" under the terms of our unsecured convertible
senior notes ("Convertible Notes"), requiring us to make an offer to repurchase
the Convertible Notes at par. As of September 30, 2020, $66.9 million aggregate
principal amount of our Convertible Notes was outstanding, and there can be no
assurance we would have sufficient funds available to us to repurchase the
Convertible Notes if required to do so. Failure to repurchase the Convertible
Notes also could cause a cross-default under our U.S. asset-based loan facility,
which would permit the holders of the indebtedness to accelerate the maturity
thereof and proceed against their collateral and could have a material adverse
effect on our business and financial condition.
Item 7.01   Regulation FD Disclosure.
On November 5, 2020, the Company issued a press release relating to such receipt
of the notice of noncompliance from the NYSE, a copy of which is attached to
this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by
reference.
The information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed
to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and shall not be incorporated by reference into
any filings made by the Company under the Securities Act of 1933, as amended, or
the Exchange Act, except as may be expressly set forth by specific reference in
such filing.


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Item 9.01   Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.               Description
99.1                        Press release issued by Newpark Resources, Inc. on November     5    ,
                          2020.
104                       Cover Page Interactive Data File (formatted as

Inline XBRL and contained in


                          Exhibit 101)

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