As filed with the Securities and Exchange Commission on October 30, 2024

Registration No. 333-[     ]

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form S-4 REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

NABORS INDUSTRIES LTD.

(Exact name of registrant as specified in its charter)

 

Bermuda		1381		98-0363970
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

 

Crown House 4 Par-la-Ville Road Second Floor Hamilton, HM08 Bermuda		N/A
(Address of principal executive offices)		(Zip Code)

(441) 292-1510

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

 

 

Michael V. Csizmadia

General Counsel

Nabors Corporate Services, Inc.

515 West Greens Road, Suite 1200

Houston, Texas 77067

(281) 775-7747

(Name, address, including ZIP code, and telephone number, including area code, of agent for service)

 

 

With copies to:

 

Scott Golenbock Brett Nadritch Milbank LLP 55 Hudson Yards New York, NY 10001 (212) 530-5000   Arthur A. Cohen Bruce Newsome Haynes and Boone, LLP 1221 McKinney Street, Suite 4000 Houston, TX 77010 (713) 547-2000		J. Edward Menger Parker Drilling Company 2103 CityWest Blvd., Suite 400 Houston, TX 77042 (281) 406-2000		Iain Wood Bryan D. Flannery Alan J. Feld Akin Gump Strauss Hauer & Feld LLP 2001 K Street, NW Washington, DC 20006 (202) 887-4000

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and upon completion of the transactions described in the enclosed joint proxy statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☒

Accelerated filer ☐

Smaller reporting company ☐

Non-accelerated filer ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

 

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such dates as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

The information in this joint proxy statement/prospectus is not complete and may be changed. We may not distribute the Nabors Industries Ltd. common shares being registered pursuant to this joint proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This joint proxy statement/prospectus does not constitute an offer to distribute or a solicitation of an offer to receive any securities in any jurisdiction where an offer or solicitation is not permitted.

PRELIMINARY—SUBJECT TO COMPLETION—DATED OCTOBER 30, 2024

 

Nabors Industries Ltd.		Parker Drilling Company

JOINT PROXY STATEMENT/ PROSPECTUS

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

 

 

The board of directors of Nabors Industries Ltd. (“Nabors”) and the board of directors of Parker Drilling Company (“Parker”) have each approved an Agreement and Plan of Merger, which is attached as Annex A to this joint proxy statement/prospectus (as it may be amended from time to time, the “merger agreement”), that provides for the combination of Nabors and Parker through the merger. Pursuant to the terms of the merger agreement, Nabors SubA Corporation, a Delaware corporation and a wholly owned subsidiary of Nabors (“Merger Sub”), will merge with and into Parker (the “merger”), with Parker surviving the merger as a wholly owned subsidiary of Nabors and the separate existence of Merger Sub ceasing.

If the merger is completed, each share of Parker common stock, par value $0.01 per share (“Parker common stock”), issued and outstanding immediately prior to acceptance of the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware (the “effective time”) (other than dissenting shares) will be converted into the right to receive (i) a number of Nabors common shares, par value $0.05 per share (“Nabors common shares”), and, (ii) in certain circumstances, a payment in cash (A) as set forth below if the Closing Price is less than the Lower Collar Price (each as defined below), (B) in lieu of any fractional shares and/or (C) in connection with the sale by Parker of Rig 77B (the “Barge Rig Holdback Amount”) (collectively, the “merger consideration”). Subject to certain adjustments as described in the merger agreement, the share portion of merger consideration will be calculated as follows:

 

•

if the volume weighted average price of one Nabors common share on the New York Stock Exchange (the “NYSE”) for the 15 trading days ended on the fifth trading day prior to the date on which the closing of the merger occurs (the “Closing Price”) is (i) less than or equal to $99.62 (the “Upper Collar Price”) and (ii) greater than or equal to $42.70 (the “Lower Collar Price”), the merger consideration will consist of 4,800,000 Nabors common shares;

 

•

if the Closing Price is greater than the Upper Collar Price, the merger consideration will consist of the number of Nabors common shares with a value equal to $478,176,000 (the “Upper Collar Value”) divided by the Closing Price; and

 

•

if the Closing Price is less than the Lower Collar Price, the merger consideration will equal (i) 4,800,000 Nabors common shares plus (ii) an amount of cash which equals (x) $204,960,000 (such amount the “Lower Collar Value”) minus (y)(1) 4,800,000 multiplied by (2) the Closing Price.

Each Parker stockholder’s pro rata share of the merger consideration is referred to as the “per share merger consideration.”

The Parker common stock will thereafter cease to be outstanding and will automatically be cancelled, extinguished and retired and will cease to exist, and the holders of the shares of Parker common stock immediately prior to the effective time will cease to have any rights with respect to the shares of Parker common stock, except for (i) the right to receive (without interest) the per share merger consideration or (ii) with regard to shares held by Parker stockholders who did not vote in favor of the Parker merger proposal (as defined below) or otherwise consent thereto in writing and who properly exercised appraisal rights in respect of their shares of Parker common stock in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), the rights of holders of “dissenting shares” under the DGCL.

Each share of Parker common stock held in the treasury of Parker or held by Nabors or Merger Sub immediately prior to the effective time will automatically be cancelled and retired without any conversion thereof, and no payment or distribution will be made with respect thereto.

Nabors will issue up to 4,800,000 Nabors common shares as merger consideration, or, if the Closing Price is greater than the Upper Collar Price, the number of Nabors common shares equal to the Upper Collar Value divided by the Closing Price. There are other downward adjustments in the number of Nabors common shares to be issued as described in the merger agreement. Based on the closing price of Nabors common shares on the NYSE, on October 14, 2024, the last trading day before public announcement of the merger, the aggregate value of the merger consideration payable to Parker stockholders was approximately $372.1 million, assuming the issuance of 4,800,000 Nabors common shares.

After the closing of the merger, Parker will retain the Barge Rig Holdback Amount until the final excess transaction expenses amount is finally determined pursuant to the terms of the merger agreement (the “Barge Rig Holdback Period”). After the expiration of the Barge Rig Holdback Period, Parker will, subject to certain conditions of the merger agreement, cause the then remaining amount of the Barge Rig Holdback Amount to be disbursed to the Parker stockholders in accordance with their applicable per share merger consideration. Any amounts received by Parker with respect to the sale of Rig 77B after the closing of the merger will not become part of the Barge Rig Holdback Amount.

Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the effective time will be converted into and become one newly issued, fully paid, and non-assessable share of common stock, par value $0.01 per share, of Parker, as the surviving entity in the merger, with the same rights, powers, and privileges as the shares so converted. These shares will constitute the only outstanding shares of capital stock of Parker after the effective time.

Nabors common shares outstanding before the merger is completed will remain outstanding and will not be exchanged, converted or otherwise changed in the merger. Nabors common shares are currently traded on the NYSE, under the symbol “NBR.” We urge you to obtain current market quotations of Nabors common shares and Parker common stock.

We intend for the merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.

Accordingly, Parker stockholders generally are not expected to recognize any gain or loss for U.S. federal income tax purposes upon the exchange of shares of Parker common stock for Nabors common shares pursuant to the merger, except with respect to cash received if the Closing Price is lower than the Lower Collar Price, cash received in connection with the disbursement of certain amounts received in connection with the Barge Rig Holdback Amount and cash received in lieu of fractional Nabors common shares.

Based on the estimated number of Nabors common shares and shares of Parker common stock that will be outstanding immediately prior to the closing of the merger, we estimate that, as of the closing, former Parker stockholders will own approximately 31% of the combined company.

At a special meeting of Parker stockholders, Parker stockholders will be asked to vote on (i) a proposal to approve and adopt the merger agreement (the “Parker merger proposal”) and (ii) a proposal to approve the

adjournment of the Parker special meeting, if necessary or appropriate, to permit further solicitation of proxies (the “Parker adjournment proposal”). Approval of the Parker merger proposal requires the affirmative vote of a majority of the outstanding shares of Parker common stock entitled to vote on the proposal. Approval of the Parker adjournment proposal requires the affirmative vote of a majority of the votes cast on the proposal.

Simultaneously with the execution of the merger agreement, certain stockholders of Parker (collectively, the “supporting stockholders”) entered into a voting and support agreement with Nabors (the “voting and support agreement”), pursuant to which the supporting stockholders have agreed to, among other things, (i) vote their shares of Parker common stock in favor of the merger agreement and the merger and (ii) waive any rights of appraisal or rights to dissent in connection with the merger. The supporting stockholders owned approximately 85.04% of the outstanding shares of Parker common stock as of the date of the voting and support agreement.

Also, simultaneously with the execution of the merger agreement, the supporting stockholders have entered into separate voting and lock-up agreements (the “voting and lock-up agreements”) with Nabors to become effective at the closing of the merger and pursuant to which, the supporting stockholders, subject to certain exceptions, agree to, among other things, (i) vote in favor of any proposal recommended by the Nabors board of directors and in favor of any candidate for the Nabors board of directors nominated by the Nabors board of directors, (ii) not sell, pledge or otherwise dispose of the shares acquired in the merger until the 90th day following the closing of the merger (the “lock-up period”) (iii) subject to certain exceptions, not transfer (a) any shares acquired in the merger to any person if such person, immediately following the consummation of such transfer, will beneficially own more than 5% of the outstanding Nabors common shares or (b) any shares acquired in the merger to any competitor of Nabors and (iv) comply with certain standstill provisions with regards to Nabors. The supporting stockholders may transfer up to 40% of the Nabors common shares they receive in the merger during the lock-up period.

At a special general meeting of Nabors shareholders, Nabors shareholders will be asked to vote on the proposal to approve the issuance of Nabors common shares to Parker stockholders in connection with the merger (the “Nabors share issuance proposal”). Approval of the Nabors share issuance proposal requires the affirmative vote of a majority of the Nabors common shares, present virtually or represented by proxy at the Nabors special general meeting and entitled to vote on the proposal, assuming a quorum is present. At the Nabors special general meeting, Nabors shareholders will also be asked to vote on a proposal to approve the adjournment of the Nabors special general meeting, if necessary or appropriate, to permit further solicitation of proxies (the “Nabors adjournment proposal”). The approval of the Nabors adjournment proposal requires the affirmative vote of a majority of the Nabors common shares, present virtually or represented by proxy at the Nabors special general meeting and entitled to vote thereon, regardless of whether there is a quorum.

The board of directors of Parker unanimously recommends that the Parker stockholders vote “FOR” the Parker merger proposal and “FOR” the Parker adjournment proposal.

The board of directors of Nabors unanimously recommends that the Nabors shareholders vote “FOR” the Nabors share issuance proposal and “FOR” the Nabors adjournment proposal.

 

 

The obligations of Nabors and Parker to complete the merger are subject to the satisfaction or waiver of several conditions set forth in the merger agreement. The accompanying joint proxy statement/prospectus contains detailed information about Nabors, Parker, the special meetings, the merger agreement and the merger. Nabors and Parker encourage you to read the joint proxy statement/prospectus carefully and in its entirety before voting, including the section titled “Risk Factors”.

We look forward to the successful combination of Nabors and Parker.

Sincerely,

 

Anthony G. Petrello Chairperson, President and Chief Executive Officer Nabors Industries Ltd.		Sandy Esslemont President and Chief Executive Officer Parker Drilling Company

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the joint proxy statement/prospectus or determined if the joint proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The joint proxy statement/prospectus is dated [    ] and is first being mailed to Nabors shareholders and Parker stockholders on or about [    ].

 

Nabors Industries Ltd.

Crown House

4 Par-La-Ville Road

Second Floor

Hamilton, HM08

Bermuda

Telephone: (441) 292-1510

NOTICE OF SPECIAL GENERAL MEETING OF SHAREHOLDERS

To Be Held On [    ]

To the shareholders of Nabors Industries Ltd.:

We are pleased to invite you to attend the special general meeting of shareholders of Nabors Industries Ltd., a Bermuda exempted company (“Nabors”), which will be held virtually at [    ] (the “Nabors special general meeting website”) at [    ] Central Time on [    ] (the “Nabors special general meeting”), for the following purposes:

 

•

to vote on a proposal to approve the issuance of Nabors common shares, par value $0.05 per share, to stockholders of Parker Drilling Company, a Delaware corporation (“Parker”), in connection with the merger contemplated by the Agreement and Plan of Merger, dated as of October 14, 2024, by and among Nabors, Parker, Nabors SubA Corporation, a Delaware corporation and a wholly owned subsidiary of Nabors (“Merger Sub”), and Värde Partners, Inc., a Delaware corporation, solely in its capacity as the representative of the stockholders of Parker, as that agreement may be amended from time to time (the “merger agreement”), a copy of which is included as Annex A to the joint proxy statement/prospectus of which this notice is a part, pursuant to which Merger Sub will merge with and into Parker (the “merger”), with Parker surviving the merger as a wholly owned subsidiary of Nabors and the separate existence of Merger Sub ceasing (the “Nabors share issuance proposal”); and

 

•

to vote on a proposal to approve the adjournment of the Nabors special general meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Nabors special general meeting to approve the Nabors share issuance proposal or in the absence of a quorum (the “Nabors adjournment proposal”).

Nabors will transact no other business at the special general meeting except such business as may properly be brought before the Nabors special general meeting by or at the direction of the board of directors of Nabors (the “Nabors board of directors”). References to the Nabors special general meeting in this joint proxy statement/prospectus are to such special general meeting as adjourned or postponed. Please refer to the joint proxy statement/prospectus of which this notice is a part for further information with respect to the business to be transacted at the Nabors special general meeting.

The Nabors board of directors has fixed the close of business on [    ] as the record date for the Nabors special general meeting (the “Nabors record date”). Only Nabors shareholders of record at the Nabors record date are entitled to receive notice of, and to vote at, the Nabors special general meeting. A complete list of

 

i

such shareholders will be available for inspection by Nabors shareholders for any purpose germane to the Nabors special general meeting during ordinary business hours for the ten days preceding the Nabors special general meeting at the offices of Nabors’ subsidiary, Nabors Corporate Services, located at 515 W. Greens Rd., Houston, Texas 77067 and during the Nabors special general meeting on the Nabors special general meeting website.

Completion of the merger is conditioned on approval of the issuance of Nabors common shares to Parker stockholders in connection with the merger. Approval of the Nabors share issuance proposal requires the affirmative vote of the holders of a majority of Nabors common shares present virtually or represented by proxy at the Nabors special general meeting and entitled to vote on the Nabors share issuance proposal, assuming a quorum is present.

The Nabors board of directors unanimously (i) determined that the merger agreement and the transactions contemplated thereby, including the merger (collectively, the “transactions”) are advisable, and in the best interests of, Nabors and its shareholders, (ii) authorized the execution and delivery of the merger agreement and the other documents entered in connection with the merger (together with the merger agreement, the “transaction documents”) and approved and declared advisable the consummation of the transactions, (iii) directed that the merger agreement and the merger be submitted for the consideration of the Nabors shareholders and (iv) resolved to recommend that the Nabors shareholders approve the issuance of Nabors common shares in connection with the merger on the terms and subject to the conditions set forth in the merger agreement. The Nabors board of directors unanimously recommends that Nabors shareholders vote “FOR” the Nabors share issuance proposal and “FOR” the Nabors adjournment proposal.

Your vote is very important regardless of the number of shares that you own. Whether or not you expect to attend the Nabors special general meeting, to ensure your representation at the Nabors special general meeting, we urge you to submit a proxy to vote your Nabors common shares as promptly as possible by (i) accessing the internet site listed on the Nabors proxy card, (ii) calling the toll-free number listed on the Nabors proxy card or (iii) submitting your Nabors proxy card by mail by using the provided self-addressed, stamped envelope. Submitting a proxy will not prevent you from voting virtually at the Nabors special general meeting, but it will help to secure a quorum and avoid added solicitation costs. Any eligible Nabors shareholder who is present virtually at the Nabors special general meeting may vote virtually via the Nabors special general meeting website, thereby cancelling any previous proxy. In any event, a proxy may be revoked at any time before the Nabors special general meeting in the manner described in the accompanying joint proxy statement/prospectus. If your Nabors common shares are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished by such bank, broker or other nominee.

The enclosed joint proxy statement/prospectus provides a detailed description of the merger, the merger agreement and the matters to be considered at the Nabors special general meeting. We urge you to read carefully the joint proxy statement/prospectus—including any documents incorporated by reference—and the Annexes in their entirety. If you have any questions concerning the merger or the joint proxy statement/prospectus or if you would like additional copies or need help voting your Nabors common shares, please contact Nabors’ proxy solicitor Georgeson LLC:

Georgeson LLC

1290 Avenue of the Americas, 9^th Floor

New York, NY 10104

Shareholder, Banks and Brokers

Call Toll Free: (888) 624-2255

By Order of the Nabors Board of Directors,

Mark D. Andrews

Corporate Secretary

Hamilton, Bermuda

[    ]

 

ii

 

Parker Drilling Company

2103 CityWest Blvd., Suite 400

Houston, TX 77042

Attn: Investor Relations

Phone Number: (281) 406-2000

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held On [  ]

To the stockholders of Parker Drilling Company:

We are pleased to invite you to attend the special meeting of stockholders of Parker Drilling Company, a Delaware corporation (“Parker”), which will be held virtually at [   ] (the “Parker special meeting website”) at [   ] Central Time on [   ] (the “Parker special meeting”), for the following purposes:

 

•

to vote on a proposal to approve and adopt the Agreement and Plan of Merger, dated as of October 14, 2024, by and among Parker, Nabors Industries Ltd. (“Nabors”), Nabors SubA Corporation, a Delaware corporation and a wholly owned subsidiary of Nabors (“Merger Sub”) and Värde Partners, Inc., a Delaware corporation, as that agreement may be amended from time to time (the “merger agreement”), a copy of which is included as Annex A to the joint proxy statement/prospectus of which this notice is a part, pursuant to which Merger Sub will merge with and into Parker (the “merger”), with Parker surviving the merger as a wholly owned subsidiary of Nabors and the separate existence of Merger Sub ceasing (the “Parker merger proposal”); and

 

•

to vote on a proposal to approve the adjournment of the Parker special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Parker special meeting to approve the Parker merger proposal (the “Parker adjournment proposal”).

Parker will transact no other business at the special meeting except such business as may properly be brought before the Parker special meeting by or at the direction of the board of directors of Parker (the “Parker board of directors”). References to the Parker special meeting in this joint proxy statement/prospectus are to such special meeting as adjourned or postponed. Please refer to the joint proxy statement/prospectus of which this notice is a part for further information with respect to the business to be transacted at the Parker special meeting.

The Parker board of directors has fixed the close of business on [   ] as the record date for the Parker special meeting (the “Parker record date”). Only Parker stockholders of record as of the Parker record date are entitled to receive notice of, and to vote at, the Parker special meeting. A complete list of such stockholders will be available for inspection by Parker stockholders for any purpose germane to the Parker special meeting during ordinary business hours for the ten days preceding the Parker special meeting at the offices of Parker located at 2103 CityWest Blvd., Suite 400, Houston, TX 77042 and during the Parker special meeting on the Parker special meeting website.

Completion of the merger is conditioned on approval and adoption of the merger agreement and the transactions contemplated by the merger agreement. Approval of the Parker merger proposal requires the affirmative vote of the holders of a majority of the outstanding shares of common stock, par value $0.01 per share, of Parker (“Parker common stock”) entitled to vote on the Parker merger proposal.

 

iii

The Parker board of directors unanimously determined that the merger agreement and the transactions contemplated by it, including the merger (the “transactions”), are advisable, fair to, and in the best interests of, Parker and its stockholders, authorized the execution and delivery of the merger agreement and the other documents entered in connection with the merger (the “transaction documents”) and approved and declared advisable the consummation of the transactions, including the merger, directed that the merger agreement and the transaction documents be submitted for the consideration of the Parker stockholders and resolved to recommend that the Parker stockholders approve and adopt the merger agreement and the transactions. The Parker board of directors unanimously recommends that Parker stockholders vote “FOR” the Parker merger proposal and “FOR” the Parker adjournment proposal.

Your vote is very important regardless of the number of shares that you own. Whether or not you expect to attend the Parker special meeting, to ensure your representation at the Parker special meeting, we urge you to submit a proxy to vote your Parker common stock as promptly as possible by (i) accessing the internet site listed on the Parker proxy card, (ii) calling the toll-free number listed on the Parker proxy card or (iii) submitting your Parker proxy card by mail by using the provided self-addressed, stamped envelope. Submitting a proxy will not prevent you from voting virtually at the Parker special meeting, but it will help to secure a quorum and avoid added solicitation costs. Any eligible Parker stockholder who is present virtually at the Parker special meeting may vote virtually, thereby cancelling any previous proxy. In any event, a proxy may be revoked at any time before the Parker special meeting in the manner described in the accompanying joint proxy statement/prospectus. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished by such bank, broker or other nominee.

The enclosed joint proxy statement/prospectus provides a detailed description of the merger, the merger agreement and the matters to be considered at the Parker special meeting. We urge you to read carefully the joint proxy statement/prospectus—including any documents incorporated by reference—and the Annexes in their entirety. If you have any questions concerning the merger or the joint proxy statement/prospectus or if you would like additional copies or need help voting your Parker common stock, please contact Parker:

Parker Drilling Company

Attention: Corporate Secretary

2103 CityWest Blvd., Suite 400

Houston, TX 77042

Telephone: (281) 406-2000

By Order of the Parker Board of Directors,

J. Edward Menger

Corporate Secretary

Houston, Texas,

[   ]

 

iv

ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates important business and financial information about Nabors from other documents that are not included in or delivered with this joint proxy statement/prospectus. This information is available to you without charge upon your request. You can obtain the documents incorporated by reference into this joint proxy statement/prospectus free of charge by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:

Investors may also consult Nabors’ or Parker’s website for more information about Nabors or Parker, respectively. Nabors’ website is http://nabors.com/. Parker’s website is http://parkerwellbore.com/. Information included on these websites is not incorporated by reference into this joint proxy statement/prospectus.

If you would like to request any documents, please do so by [  ], which is five business days prior to the date of the Nabors special general meeting, in order to receive them before the special meetings. If you request any documents, Nabors or Parker will mail them to you by first class mail, or another equally prompt means, after receipt of your request.

For a more detailed description of the information incorporated by reference in this joint proxy statement/prospectus and how you may obtain it, see “Where You Can Find More Information”.

 

v

ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

This joint proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by Nabors (File No. 001-32657), constitutes a prospectus of Nabors under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the Nabors common shares to be issued to Parker stockholders in connection with the merger. This joint proxy statement/prospectus also constitutes a proxy statement for Nabors under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and a proxy statement for Parker. It also constitutes a notice of meeting with respect to the special general meeting of Nabors shareholders and a notice of meeting with respect to the special meeting of Parker stockholders.

Neither Nabors nor Parker has authorized anyone to give any information or make any representation about the merger, Nabors or Parker that is different from, or in addition to, that contained in this joint proxy statement/prospectus or in any of the materials that have been incorporated by reference into this joint proxy statement/prospectus. Neither Nabors nor Parker can guarantee the reliability of any such other information others may give you. This joint proxy statement/prospectus is dated [    ]. You should not assume that the information contained in this joint proxy statement/prospectus is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this joint proxy statement/prospectus is accurate as of any date other than the date of the incorporated document. Neither our mailing of this joint proxy statement/prospectus to Nabors shareholders or Parker stockholders nor the issuance by Nabors of Nabors common shares pursuant to the merger agreement will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation. Information contained in this joint proxy statement/prospectus regarding Nabors has been provided by Nabors and information contained in this joint proxy statement/prospectus regarding Parker has been provided by Parker. Nabors and Parker have both contributed to the information related to the merger contained in this joint proxy statement/prospectus.

All references in this joint proxy statement/prospectus to:

 

•

“Bermuda Companies Act” refers to the Companies Act 1981 of Bermuda;

 

•

“Code” refers to the Internal Revenue Code of 1986, as amended;

 

•

“combined company” refers to Nabors and Parker, subject to and following completion of the merger;

 

•

“DGCL” refers to the General Corporation Law of the State of Delaware;

 

•

“dissenting shares” refer to shares held by a Parker stockholder who did not vote “FOR” the Parker merger proposal or otherwise consent thereto in writing and who properly exercised appraisal rights in respect of their shares of Parker common stock in accordance with the DGCL;

 

•

“exchange agent” refers to Computershare Trust Company, N.A. or another bank or trust company mutually agreed by Nabors and Parker to act as exchange agent for the holders of Parker common stock and converted equity awards in connection with the merger;

 

•

“merger” refers to the merger of Merger Sub with and into Parker, as contemplated by the merger agreement;

 

•

“merger agreement” refers to the Agreement and Plan of Merger, dated as of October 14, 2024, by and among Nabors, Merger Sub and Parker;

 

vi

•

“Merger Sub” refers to Nabors SubA Corporation, a Delaware corporation and a wholly owned subsidiary of Nabors formed for the sole purpose of effecting the merger;

 

•

“Nabors” refers to Nabors Industries Ltd., a Bermuda exempted company;

 

•

“Nabors adjournment proposal” refers to the proposal that Nabors shareholders approve the adjournment of the Nabors special general meeting, if necessary or appropriate, to solicit additional proxies;

 

•

“Nabors board of directors” refers to the board of directors of Nabors;

 

•

“Nabors common shares” refers to the common shares, par value $0.05 per share, of Nabors;

 

•

“Nabors share issuance proposal” refers to the proposal that Nabors shareholders approve the issuance of Nabors common shares to Parker stockholders in connection with the merger;

 

•

“Nabors special general meeting” refers to the special general meeting of Nabors shareholders to be held virtually via the Nabors special general meeting website at [    ] Central Time on [    ];

 

•

“Nabors special general meeting website” refers to [    ];

 

•

“NYSE” refers to the New York Stock Exchange;

 

•

“Parker” refers to Parker Drilling Company, a Delaware corporation;

 

•

“Parker adjournment proposal” refers to the proposal that Parker stockholders approve the adjournment of the Parker special meeting, if necessary or appropriate, to solicit additional proxies;

 

•

“Parker board of directors” refers to the board of directors of Parker;

 

•

“Parker common stock” refers to the common stock, par value $0.01 per share, of Parker;

 

•

“Parker merger proposal” refers to the proposal that Parker stockholders approve and adopt the merger agreement and the transactions contemplated by the merger agreement;

 

•

“Parker special meeting” refers to the special meeting of Parker stockholders to be held virtually via the Parker special meeting website at [    ] on [    ];

 

•

“Parker special meeting website” refers to [    ]; and

 

•

“transactions” refers to the transactions contemplated by the merger agreement, including the merger.

 

•

“we,” “our” and “us” refer to Nabors and Parker collectively unless otherwise indicated herein.

 

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TABLE OF CONTENTS

 

 

		Page
QUESTIONS AND ANSWERS			1
SUMMARY			12
The Companies			12
The Meetings			13
The Merger			15
Market Prices			26
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			28
RISK FACTORS			31
Risk Factors Relating to the Merger			31
Risk Factors Relating to the Combined Company Following the Merger			36
Risk Factors Relating to Nabors			42
Risk Factors Relating to Parker			42
THE COMPANIES			60
Nabors Industries Ltd.			60
Parker Drilling Company			60
THE NABORS SPECIAL GENERAL MEETING			61
Date, Time and Place			61
Purpose of the Nabors Special General Meeting			61
Recommendation of the Nabors Board of Directors			61
Nabors Record Date; Shareholders Entitled to Vote			61
Voting by Nabors’ Directors and Executive Officers			62
Quorum			62
Required Vote			62
Voting of Proxies by Holders of Record			63
Shares Held in Street Name			63
Voting Virtually			63
Revocation of Proxies			64
Solicitation of Proxies			64
Adjournments			64
THE PARKER SPECIAL MEETING			65
Date, Time and Place			65
Purpose of the Parker Special Meeting			65
Recommendation of the Parker Board of Directors			65
Parker Record Date; Stockholders Entitled to Vote			65
Voting by Parker’s Directors and Executive Officers			66
Voting by Parker’s Supporting Stockholders			66
Quorum			66
Required Vote			66
Voting of Proxies by Holders of Record			67
Shares Held in Street Name			67
Voting Virtually			67
Revocation of Proxies			68
Adjournments			68
THE MERGER			69
Effects of the Merger			69
Background of the Merger			69

 

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Nabors’ Reasons for the Merger; Recommendation of the Nabors Board of Directors			75
Parker’s Reasons for the Merger; Recommendation of the Parker Board of Directors			79
Certain Unaudited Prospective Financial Information of Nabors and Parker			83
Interests of Parker Directors and Executive Officers in the Merger			88
Board of Directors and Executive Officers Following the Merger			94
Regulatory Clearances Required for the Merger			94
Treatment of Parker Incentive Plan Restricted Stock Unit Awards			94
Treatment of Parker Incentive Plan Performance-Based Restricted Stock Unit Awards			95
Treatment of Parker Incentive Plan Cash-Settled Restricted Stock Unit Awards			95
Treatment of Parker Incentive Plan Stock Option Awards			95
Treatment of Parker Credit Agreements			95
Dividend Policies			96
Listing of Nabors Common Shares			96
Appraisal Rights			96
THE MERGER AGREEMENT			102
Terms of the Merger; Merger Consideration			102
Completion of the Merger			104
Exchange of Shares in the Merger			104
Representations and Warranties			105
Conduct of Business			107
No Solicitation of Competing Proposals			110
Changes in Board Recommendations			111
Efforts to Obtain Required Stockholder Votes			111
Efforts to Complete the Merger			112
Employee Benefits Matters			112
Indemnification and Insurance			112
Other Covenants and Agreements			112
Conditions to Completion of the Merger			113
Termination of the Merger Agreement			115
Effect of Termination			116
Termination Fees and Expenses			116
Amendments, Extensions and Waivers			116
Third Party Beneficiaries			116
Specific Performance			116
Voting and Support Agreement			117
Voting and Lock-Up Agreements			117
Registration Rights Agreement			117
PROPOSALS FOR THE NABORS SPECIAL GENERAL MEETING			117
Nabors Proposal 1—Issuance of Nabors Common Shares			117
Nabors Proposal 2—Adjournment of the Nabors Special General Meeting			118
PROPOSALS FOR THE PARKER SPECIAL MEETING			119
Parker Proposal 1—Merger Agreement			119
Parker Proposal 2—Adjournment of the Parker Special Meeting			119
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES			120
ACCOUNTING TREATMENT			123
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS			124
STOCK PRICE DATA AND DIVIDENDS			137
COMPARISON OF RIGHTS OF NABORS SHAREHOLDERS AND PARKER STOCKHOLDERS			139
INFORMATION ABOUT PARKER			146
PARKER MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			157

 

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF NABORS			174
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF PARKER			176
LEGAL MATTERS			179
FUTURE SHAREHOLDER PROPOSALS			180
OTHER MATTERS PRESENTED AT THE MEETINGS			181
HOUSEHOLDING INFORMATION			182
IMPORTANT VOTING INFORMATION FOR NABORS SHAREHOLDERS			183
IMPORTANT VOTING INFORMATION FOR PARKER STOCKHOLDERS			184
WHERE YOU CAN FIND MORE INFORMATION			185
INDEX TO PARKER’S FINANCIAL STATEMENTS			F-1

 

 

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This joint proxy statement/prospectus and the documents incorporated by reference into this joint proxy statement/prospectus contain forward-looking statements within the meaning of the federal securities laws that are not limited to historical facts, but reflect Nabors’ and/or Parker’s current beliefs, expectations or intentions regarding future events. Statements in this joint proxy statement/prospectus and the documents incorporated by reference herein that are not historical facts are hereby identified as “forward-looking statements” for the purpose of the safe harbor provided by Section 21E of the Exchange Act, and Section 27A of the Securities Act. Words such as “may,” “will,” “could,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Nabors’ and Parker’s expectations with respect to the synergies, costs and other anticipated financial impacts of the proposed transaction; future financial and operating results of the combined company; the combined company’s plans, objectives, expectations and intentions with respect to future operations and services; approval of the proposed transaction by shareholders and stockholders; the satisfaction of the closing conditions to the proposed transaction; and the timing of the completion of the proposed transaction.

Although Nabors and Parker believe the expectations reflected in such forward-looking statements are reasonable, such expectations may not occur. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the combined company to be materially different from actual future results expressed or implied by the forward-looking statements. These risks and uncertainties also include those set forth under “Risk Factors,” as well as, among others, risks and uncertainties relating to:

 

•

the market value of Nabors common shares could be negatively affected by risks and conditions that apply to Nabors, which may be different from the risks and conditions applicable to Parker, and Nabors shareholders will have different rights than Parker stockholders;

 

•

current Nabors shareholders will have a reduced ownership and voting interest in the combined company after the merger;

 

•

the merger is subject to conditions, including certain conditions that may not be satisfied, or completed on a timely basis, if at all;

 

•

failure to complete the merger could negatively impact the future business and financial results of Nabors and Parker ;

 

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the merger agreement contains provisions that limit each party’s ability to pursue alternatives to the merger, could discourage a potential competing acquiror of Parker from making a favorable alternative transaction proposal and, in specified circumstances, could require either party to pay a termination fee to the other party;

 

•

Parker’s directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of Parker stockholders generally;

 

•

completion of the merger may trigger change in control or other provisions in certain agreements to which Parker is a party;

 

•

Nabors and Parker may be unable to obtain the regulatory clearances and approvals required to complete the merger or, in order to do so, Nabors and Parker may be required to comply with material restrictions or conditions;

 

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•

the pendency of the merger could adversely affect the business and operations of Nabors and Parker;

 

•

if the merger does not qualify as a reorganization within the meaning of Section 368(a) of the Code, the stockholders of Parker may be required to pay substantial U.S. federal income taxes;

 

•

the business relationships of Nabors and Parker may be subject to disruption due to uncertainty associated with the merger, which could have a material adverse effect on the results of operations, cash flows and financial position of Nabors or Parker pending and following the merger;

 

•

the merger agreement subjects Nabors and Parker to restrictions on their respective business activities prior to the effective time;

 

•

Nabors and Parker are expected to incur significant transaction costs in connection with the merger, which may be in excess of those anticipated by them;

 

•

litigation relating to the merger could result in an injunction preventing the completion of the merger and/or substantial costs to Nabors and Parker;

 

•

the merger may be completed even though material adverse changes subsequent to the announcement of the merger, such as industry-wide changes or other events, may occur;

 

•

the combined company’s debt may limit its financial flexibility;

 

•

the failure to integrate successfully the businesses of Nabors and Parker in the expected timeframe would adversely affect the combined company’s future results following the merger;

 

•

the future results of the combined company will suffer if the combined company does not effectively manage its expanded operations following the merger;

 

•

the combined company is expected to incur substantial expenses related to the merger and the integration of Nabors and Parker;

 

•

the merger may result in a loss of customers, distributors, suppliers, vendors, landlords, joint venture partners and other business partners and may result in the modification or termination of existing contracts;

 

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the unaudited prospective financial information for Nabors and Parker included in this joint proxy statement/prospectus reflects management estimates and may not prove to be reflective of actual future results;

 

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the unaudited pro forma financial information included in this document is presented for illustrative purposes only and may not be an indication of the combined company’s financial condition or results of operations following the merger;

 

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uncertainty about the merger and diversion of management could harm the combined company following the merger;

 

•

uncertainties associated with the merger may cause a loss of key employees, which could adversely affect the future business and operations of the combined company;

 

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•

the market price of the combined company’s common shares may be volatile, and holders of the combined company’s common share could lose a significant portion of their investment due to drops in the market price of the combined company’s common share following completion of the merger;

 

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business issues currently faced by Nabors or Parker may be imputed to the operations of the other;

 

•

the combined company may not be able to utilize a portion of Nabors’ or Parker’s net operating loss carry forwards (“NOLs”) to offset future taxable income for U.S. federal tax purposes, which could adversely affect the combined company’s net income and cash flows; and

 

•

fluctuations in oil and natural gas prices could adversely affect drilling, completion and production activities by oil and natural gas companies and the combined company’s valuation, revenues, cash flows and profitability;

Nabors and Parker caution that the foregoing list of factors is not exclusive. Additional information concerning these and other risk factors is contained in Nabors’ most recently filed Annual Reports on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K and other SEC filings. The forward-looking statements speak only as of the date made and, other than as required by law, neither Nabors nor Parker undertake any obligation to update publicly or revise any of these forward-looking statements, whether as a result of new information, future events or otherwise. In the event that a party does update any forward-looking statement, no inference should be made that the parties will make additional updates with respect to that statement, related matters or any other forward-looking statements. All subsequent written and oral forward-looking statements concerning Nabors, Parker, the merger or other matters and attributable to Nabors or Parker or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.

 

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RISK FACTORS

In addition to the other information included and incorporated by reference into this joint proxy statement/prospectus, including the matters addressed in the section titled “Special Note Regarding Forward-Looking Statements,” you should carefully consider the following risks before deciding whether to vote for any of the proposals described in this joint proxy statement/prospectus. In addition, you should read and consider the risks associated with each of the businesses of Nabors and Parker because these risks will also affect the combined company following the merger. The risks related to Nabors’ business can be found in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as those risks may be updated or supplemented in its subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, to the extent incorporated by reference into this joint proxy statement/prospectus. You should also read and consider the other information in this joint proxy statement/prospectus and the other documents incorporated by reference into this joint proxy statement/prospectus. See the section titled “Where You Can Find More Information”.

Risk Factors Relating to the Merger

The market value of Nabors common shares could be negatively affected by risks and conditions that apply to Nabors, which may be different from the risks and conditions applicable to Parker, and Nabors shareholders will have different rights than Parker stockholders.

Following the merger, shareholders of Nabors and former stockholders of Parker will own interests in a combined company operating an expanded business with more assets and a different mix of liabilities. The business of Nabors and its subsidiaries and other companies it may acquire in the future are different from those of Parker. There is a risk that various factors, conditions and developments that would not affect the price of Parker common stock could negatively affect the price of Nabors common shares. Current shareholders of Nabors and current stockholders of Parker may not wish to continue to invest in the combined company, or may wish to reduce their investment in the combined company, including in order to comply with institutional investing guidelines, to increase diversification, to track any rebalancing of stock indices in which Nabors common shares are included, to respond to the risk profile of the combined company or to realize a gain. In addition, if, following the merger, large amounts of Nabors common shares are sold, the price of Nabors common shares could decline.

Holders of Nabors common shares will have rights as Nabors shareholders that differ from the rights they had as Parker stockholders before the merger. For a detailed comparison of the rights of Nabors shareholders to the rights of Parker stockholders, see “Comparison of Rights of Nabors Shareholders and Parker Stockholders”.

Current Nabors shareholders will have a reduced ownership and voting interest in the combined company after the merger.

Nabors will issue up to 4,800,000 Nabors common shares to Parker stockholders in the merger. As a result of these issuances, Parker stockholders are expected to hold up to approximately 31% of the combined company’s outstanding common shares immediately following completion of the merger.

Nabors shareholders currently have the right to vote for Nabors’ directors and on other matters affecting the company. Each Nabors shareholder will remain a shareholder of Nabors with a percentage ownership of the combined company that will be smaller than the shareholder’s percentage of Nabors prior to the merger. As a result of these reduced ownership percentages, Nabors shareholders will have less voting power in the combined company than they now have with respect to Nabors.

 

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The merger is subject to conditions, including certain conditions that may not be satisfied, or completed on a timely basis, if at all.

The merger is subject to a number of conditions beyond Nabors’ and Parker’s control that may prevent, delay or otherwise materially adversely affect its completion. We cannot predict whether and when these conditions will be satisfied. Any delay in completing the merger could cause the combined company not to realize some or all of the benefits that we expect to achieve if the merger is successfully completed within its expected time frame. See section titled “The Merger Agreement—Conditions to Completion of the Merger”.

Failure to complete the merger could negatively impact the future business and financial results of Nabors and Parker.

The merger is subject to a number of conditions beyond Nabors’ and Parker’s control that may prevent, delay or otherwise materially adversely affect its completion. Such conditions include, but are not limited to, regulatory approval from the FTC and Department of Justice as required under the HSR Act and certain clearances, consents and approvals under certain specified antitrust regulatory laws in several foreign jurisdictions in which the companies have a sufficient market presence to require filings. We cannot make any assurances that we will be able to satisfy all of the conditions to the merger or succeed in any litigation brought in connection with the merger. If the merger is not completed, our financial results may be adversely affected and we will be subject to several risks, including but not limited to:

 

•

Parker being required to pay Nabors a termination fee of $10,000,000 or Nabors being required to pay Parker a termination fee of $10,000,000, under certain circumstances provided in the merger agreement;

 

•

payment of costs relating to the merger, such as legal, accounting, financial advisor and printing fees;

 

•

the focus of each company’s management team on the merger instead of the pursuit of other opportunities that could have been beneficial to such company; and

 

•

the potential occurrence of litigation related to any failure to complete the merger.

In addition, if the merger is not completed, Nabors and/or Parker may experience negative reactions from the financial markets and from their respective customers and employees. If the merger is not completed, Parker and Nabors cannot assure their respective stockholders that these risks will not materialize and will not materially and adversely affect the business, financial results and stock price of Parker or Nabors.

The merger agreement contains provisions that restrict Parker’s ability to pursue alternatives to the merger, could discourage a potential competing acquiror of Parker from making a favorable alternative transaction proposal and, in specified circumstances, could require Parker to pay a termination fee to Nabors.

The merger agreement contains “non-solicitation” provisions that restrict Parker’s ability to, among other things, directly or indirectly discuss, encourage, negotiate, undertake, initiate, authorize, recommend, propose or enter into any business combination transaction for any amount of the assets or equity interests of Parker. In addition, Parker may not terminate the merger agreement to accept an alternative proposal. Moreover, in certain circumstances, Parker may be required to pay Nabors a termination fee of $10,000,000 under certain circumstances provided in the merger agreement.

These provisions could discourage a potential third party that might have an interest in acquiring all or a significant portion of Parker from considering or proposing that acquisition, even if it were prepared to pay consideration with a higher per share cash or market value than the market value proposed to be received or

 

32

realized in the merger. In addition, these provisions might result in a potential third-party acquirer proposing to pay a lower price to the stockholders than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances.

See “The Merger Agreement—No Solicitation of Competing Proposals”, “The Merger Agreement—Termination of the Merger Agreement” and “The Merger Agreement—Termination Fees and Expenses”.

Parker’s directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of Parker stockholders generally.

In considering the recommendation of the Parker board of directors that Parker stockholders vote in favor of the Parker merger proposal, Parker stockholders should be aware of and take into account the fact that Parker directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of Parker stockholders generally. These interests include, among others, severance payments, rights to continuing indemnification and directors’ and officers’ liability insurance and accelerated vesting of outstanding equity awards held by non-employee directors. See “The Merger—Interests of Parker Directors and Executive Officers in the Merger” for a more detailed description of these interests. The Parker board of directors was aware of and carefully considered these interests, among other matters, in evaluating the terms and structure, and overseeing the negotiation, of the merger, in approving the merger agreement and the transactions contemplated thereby, including the merger, and in recommending that the Parker stockholders approve the Parker merger proposal.

Completion of the merger will trigger change in control or other provisions in certain agreements to which Parker is a party.

The completion of the merger will trigger change in control or other provisions in certain agreements to which Parker is a party. If Nabors and Parker are unable to negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements or seeking monetary damages. Even if Nabors and Parker are able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to Parker or the combined company.

Nabors and Parker may be unable to obtain the regulatory clearances and approvals required to complete the merger or, in order to do so, Nabors and Parker may be required to comply with material restrictions or conditions.

Under the HSR Act, neither Nabors nor Parker may complete the merger until required information and materials are furnished to the Antitrust Division and the FTC, and the applicable waiting period under the HSR Act terminates or expires. On October 21, 2024, Nabors and Parker each filed Notification and Report Forms with the Antitrust Division of the Department of Justice and the FTC.

Consummation of the merger is also subject to the receipt of clearances, consents and approvals under certain specified antitrust regulatory laws in several foreign jurisdictions in which the companies have a sufficient market presence to require filings, namely: Colombia, Kazakhstan, Kuwait, and Saudi Arabia. As of the date of this joint proxy statement/prospectus, the parties are working diligently to make filings in these other jurisdictions. The merger may also be subject to the regulatory requirements of other municipal, state, federal, or foreign governmental agencies and authorities. Regulatory entities may impose certain requirements or obligations as conditions for their approval or in connection with their review.

At any time before or after consummation of the merger, notwithstanding the expiration of the applicable waiting period under the HSR Act, the FTC, the Antitrust Division or any state could take such action

 

33

under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the merger or seeking the divestiture of substantial assets of Nabors or Parker or their respective subsidiaries or requiring Nabors or Parker to license, or hold separate, assets or terminate existing relationships and contractual rights. At any time before or after the completion of the merger, and notwithstanding the expiration of the applicable waiting period under the HSR Act, any state could take such action under the antitrust laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the merger or seeking divestiture of substantial assets of Nabors or Parker. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

Neither Nabors nor Parker can provide any assurance that they will obtain the necessary clearances, approvals or expirations or terminations of applicable waiting periods in a timely manner or at all, or that any conditions to such clearances, approvals, expirations or terminations will not have a material adverse effect on the combined company following the merger or result in the abandonment of the merger.

Additionally, even after the above-described clearances and approvals have been obtained, and statutory waiting periods have expired or terminated, and even after completion of the merger, governmental authorities could seek to challenge the merger. Nabors or Parker may not prevail and may incur significant costs in defending or settling any action under the antitrust laws.

The pendency of the merger could adversely affect the business and operations of Nabors and Parker.

In connection with the pending merger, some customers or vendors of each of Nabors and Parker may delay or defer decisions, which could negatively affect the revenues, earnings, cash flows and expenses of Nabors and Parker regardless of whether the merger is completed. Similarly, current and prospective employees of Nabors and Parker may experience uncertainty about their future roles with Parker following the merger, which may materially adversely affect the ability of each of Nabors and Parker to attract, retain and motivate key personnel during the pendency of the merger and which may materially adversely divert attention from the daily activities of Nabors’ and Parker’s existing employees.

Due to operating covenants in the merger agreement, each of Nabors and Parker may be unable, during the pendency of the merger, to pursue strategic transactions, undertake significant capital projects, undertake certain significant financing transactions and otherwise pursue other actions that are not in the ordinary course of business, even if such actions would prove beneficial to Nabors or Parker, as applicable. Further, the process of seeking to consummate the merger could also divert the focus of management of either company from pursuing other opportunities that could be beneficial to it, without realizing any of the benefits which might have resulted had the merger been completed.

If the merger does not qualify as a reorganization within the meaning of Section 368(a) of the Code, the stockholders of Parker may be required to pay substantial U.S. federal income taxes.

The merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and Nabors and Parker shall report it as such for U.S. federal, state and local income tax purposes. While the obligation of Nabors and Parker to complete the merger is not conditioned upon the receipt by either of Nabors or Parker of a tax opinion from its counsel or any other counsel on the qualification of the merger as a “reorganization” within the meaning of Section 368(a) of the Code, Parker intends to obtain a tax opinion from its counsel, Akin Gump Strauss Hauer & Feld LLP. Neither Nabors nor Parker intends to obtain a ruling from the IRS with respect to the tax consequences of the merger. Accordingly, there can be no assurances that the IRS will not assert, or that a court will not sustain, a position contrary to the one described here. If the IRS or a court determines that the merger should not be treated as a “reorganization” within the meaning of Section 368(a) of the Code, upon the exchange of Parker common stock for Nabors common shares pursuant to the merger, a holder of Parker common stock generally would recognize taxable gain or loss as if it sold its shares of Parker common stock. See “Material U.S. Federal Income Tax Consequences”.

 

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The business relationships of Nabors and Parker may be subject to disruption due to uncertainty associated with the merger, which could have a material adverse effect on the results of operations, cash flows and financial position of Nabors or Parker pending and following the merger.

Parties with which Nabors and Parker do business may experience uncertainty associated with the merger, including with respect to current or future business relationships with the combined company following the merger. Nabors’ and Parker’s business relationships may be subject to disruption as customers, distributors, suppliers, vendors, landlords, joint venture partners and other business partners may attempt to delay or defer entering into new business relationships, negotiate changes in existing business relationships or consider entering into business relationships with parties other than Nabors or Parker prior to or following the merger. These disruptions could have a material and adverse effect on the results of operations, cash flows and financial position of Nabors or Parker, regardless of whether the merger is completed, as well as a material and adverse effect on Nabors’ ability to realize the expected cost savings and other benefits of the merger. The risk, and adverse effect, of any disruption could be exacerbated by a delay in completion of the merger or termination of the merger agreement.

The merger agreement subjects Nabors and Parker to restrictions on their respective business activities prior to the effective time.

The merger agreement subjects Nabors and Parker to restrictions on their respective business activities prior to the effective time. The merger agreement obligates each of Nabors and Parker to use its commercially reasonable efforts to carry on its business in the ordinary course in all material respects, and the merger agreement obligates each of Nabors and Parker to use its commercially reasonable efforts to conduct its business in the ordinary course of business in all material respects and preserve substantially intact its present business organization, except as otherwise expressly contemplated by the merger agreement. These restrictions could prevent Nabors and Parker from pursuing certain business opportunities that arise prior to the effective time and are outside the ordinary course of business.

Nabors and Parker are expected to incur significant transaction costs in connection with the merger, which may be in excess of those anticipated by them.

Nabors and Parker have incurred and are expected to continue to incur significant non-recurring costs associated with negotiating and completing the merger, combining the operations of the two companies and achieving desired synergies. These costs have been, and will continue to be, substantial and, in many cases, will be borne by Nabors and Parker whether or not the merger is completed. A substantial majority of non-recurring expenses will consist of transaction costs and include, among others, fees paid to financial, legal, accounting and other advisors, employee retention, severance and benefit costs and filing fees. Nabors will also incur costs related to formulating and implementing integration plans, including facilities and systems consolidation costs and other employment-related costs. Nabors and Parker will continue to assess the magnitude of these costs, and additional unanticipated costs may be incurred in connection with the merger and the integration of the two companies’ businesses. While Nabors and Parker have assumed that a certain level of expenses would be incurred, there are many factors beyond their control that could affect the total amount or the timing of the expenses. The elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, may not offset integration-related costs and achieve a net benefit in the near term, or at all. The costs described above and any unanticipated costs and expenses, many of which will be borne by Nabors and Parker even if the merger is not completed, could have an adverse effect on Nabors’ or Parker’s financial condition and operating results.

Litigation relating to the merger could result in an injunction preventing the completion of the merger and/or substantial costs to Nabors and Parker.

Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into acquisition, merger, or other business combination agreements. Even if such a lawsuit is without

 

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merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on Nabors’ and Parker’s respective liquidity and financial condition.

Lawsuits that have been or may be brought against Nabors, Parker or their respective directors could also seek, among other things, injunctive relief or other equitable relief, including a request to rescind parts of the merger agreement already implemented and to otherwise enjoin the parties from consummating the merger. One of the conditions to the closing of the merger is that no law or governmental order is in effect that restrains, enjoins, makes illegal or otherwise prohibits the closing of the merger. Consequently, if a plaintiff is successful in obtaining an injunction prohibiting completion of the merger, that injunction may delay or prevent the merger from being completed within the expected timeframe or at all, which may adversely affect Nabors’ and Parker’s respective business, financial position and results of operation. Either Nabors or Parker may terminate the merger agreement if any governmental order permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions becomes final and nonappealable, so long as the party seeking to terminate the merger agreement has used its reasonable best efforts prevent the entry of and to remove such governmental order in accordance with the terms of the merger agreement.

There can be no assurance that any of the defendants will be successful in the outcome of any current or future lawsuits. The defense or settlement of any lawsuit or claim that remains unresolved at the time the merger is completed may adversely affect Nabors’ or Parker’s business, financial condition, results of operations and cash flows.

The merger may be completed even though material adverse changes subsequent to the announcement of the merger, such as industry-wide changes or other events, may occur.

In general, either party can refuse to complete the merger if there is a material adverse change affecting the other party. However, some types of changes do not permit either party to refuse to complete the transaction, even if such changes would have a material adverse effect on either of the parties. For example, a worsening of Nabors’ or Parker’s financial condition or results of operations due to a decrease in commodity prices or general economic conditions would not give the other party the right to refuse to complete the merger. In addition, the parties have the ability, but are under no obligation, to waive any material adverse change that results in the failure of a closing condition and instead proceed with completing the merger. If adverse changes occur that affect either party, but the parties are still required or voluntarily decide to complete the transaction, Nabors’ share price, business and financial results after the merger may suffer.

Risk Factors Relating to the Combined Company Following the Merger

The combined company’s debt may limit its financial flexibility.

As of October 25, 2024, Nabors had outstanding borrowings of $50 million in letters of credit outstanding under its credit facility. In connection with the consummation of the merger, Nabors currently intends to repay Parker’s outstanding indebtedness and to fund all or a portion of the repayment with a mixture of cash on hand and borrowings under Nabors’ existing credit facility and other such financing instruments such as term loans. As of June 30, 2024, Parker had a total of $177.8 million in principal amount of the Term Loan (as defined below) outstanding under its Term Loan Credit Agreement (as defined below); as of such date, Parker had no outstanding borrowings under its ABL Credit Facility (as defined below) and $13.3 million in letters of credit outstanding under such facility. In addition, the combined company may incur additional debt from time to time in connection with the financing of operations, acquisitions, recapitalizations and refinancings. The level of the combined company’s debt could have several important effects on future operations, including, among others:

 

•

a significant portion of the combined company’s income from operations may be applied to the payment of principal and interest on the debt and will not be available for other purposes;

 

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•

covenants contained in the combined company’s existing and future debt arrangements may require the combined company to meet financial tests that may affect its flexibility in planning for and reacting to changes in its business, including possible acquisition opportunities;

 

•

the combined company’s ability to obtain additional financing for capital expenditures, acquisitions, general corporate and other purposes may be limited or burdened by increased costs or more restrictive covenants;

 

•

the combined company may not be able to refinance or extend the term of the existing debt on favourable terms or at all which would have a material effect on its ability to continue operations;

 

•

the combined company may be at a competitive disadvantage to similar companies that have less debt;

 

•

the combined company’s vulnerability to adverse economic and industry conditions may increase; and

 

•

the combined company may face limitations on its flexibility to plan for and react to changes in its business and the industries in which it operates.

The failure to integrate successfully the businesses of Nabors and Parker in the expected timeframe or to effectively manage the consolidated company post-merger would adversely affect the combined company’s future results following the merger.

The merger involves the integration of two companies that currently operate independently. The success of the merger will depend—in large part—on the ability of the combined company to realize the anticipated benefits, including expected synergies, cost savings, increased innovation and operational efficiencies, from combining the businesses of Nabors and Parker. To realize these anticipated benefits, the businesses of Nabors and Parker must be successfully integrated. This integration will be complex and time-consuming. The failure to integrate successfully and to manage successfully the challenges presented by the integration process may result in the combined company not achieving the anticipated benefits of the merger.

Potential difficulties that may be encountered in the integration process include the following:

 

•

preserving Nabors’ and Parker’s relationships with existing customers and vendors;

 

•

complexities associated with managing the larger, more complex combined business;

 

•

complexities associated with integrating the workforces of the two companies, including issues retaining key management personnel at both companies;

 

•

potential unknown liabilities and unforeseen expenses, delays or regulatory conditions associated with the merger;

 

•

difficulty or inability to refinance the debt of the combined company or comply with the covenants thereof;

 

•

performance shortfalls at one or both of the companies as a result of the diversion of management’s attention caused by completing the merger and integrating the companies’ operations; and

 

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•

the disruption of, or the loss of momentum in, each company’s ongoing business or inconsistencies in standards, controls, systems, procedures and policies.

Any of these difficulties in successfully integrating the businesses of Nabors and Parker, or any delays in the integration process, could adversely affect the combined company’s ability to achieve the anticipated benefits of the merger and could adversely affect the combined company’s business, financial results, financial condition and stock price. Even if the combined company is able to integrate the business operations of Nabors and Parker successfully, there can be no assurance that this integration will result in the realization of the full benefits of synergies, cost savings, increased innovation and operational efficiencies that Nabors and Parker currently expect from this integration or that these benefits will be achieved within the anticipated time frame or that these benefits will match Nabors’ or Parker’s current expectations. Following integration, the combined company’s future success will depend on its ability to manage its operations, which will be significantly larger than the size of either Nabors’ or Parker’s existing businesses. The failure to successfully integrate the two companies, to realize the expected benefits of the merger, or to manage the consolidated company’s operations, could have an adverse effect on the combined company.

The future results of the combined company will suffer if the combined company does not effectively manage its expanded operations following the merger.

Following the merger, the size of the business of the combined company will increase significantly beyond the current size of either Nabors’ or Parker’s business. The combined company’s future success depends, in part, upon its ability to manage this expanded business, which will pose substantial challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. There can be no assurances that the combined company will be successful or that it will realize the expected operating efficiencies, cost savings, revenue enhancements and other benefits currently anticipated from the merger.

The combined company is expected to incur substantial expenses related to the merger and the integration of Nabors and Parker.

The combined company is expected to incur substantial expenses in connection with the merger and the integration of Nabors and Parker. There are many processes, policies, procedures, operations, technologies and systems that must be integrated, including accounting and finance, asset management, benefits, billing, drilling data solutions, health, safety and environment, human resources, maintenance, marketing, payroll and purchasing. While Nabors and Parker have assumed that a certain level of expenses will be incurred, there are many factors beyond their control that could affect the total amount or the timing of the integration expenses. Moreover, many of the expenses that will be incurred are, by their nature, difficult to estimate accurately. These expenses could, particularly in the near term, exceed the savings that the combined company expects to achieve from the elimination of duplicative expenses and the realization of economies of scale and cost savings. These integration expenses could result in the combined company’s taking charges against earnings following the completion of the merger, and the amount and timing of any such charges are uncertain at present.

The merger may result in a loss of customers, distributors, suppliers, vendors, landlords, joint venture partners and other business partners and may result in the modification or termination of existing contracts.

Following the merger, some of the customers, distributors, suppliers, vendors, landlords, joint venture partners and other business partners of Nabors or Parker may modify, terminate or scale back their current or prospective business relationships with the combined company. Some customers may not wish to source a larger percentage of their needs from a single company or may feel that the combined company is too closely allied with one of their competitors. In addition, Nabors and Parker have contracts with customers, distributors, suppliers, vendors, landlords, joint venture partners and other business partners that may require Nabors or Parker to obtain consents from these other parties in connection with the merger, which may not be obtained on

 

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favorable terms or at all. If relationships with customers, distributors, suppliers, vendors, landlords, joint venture partners and other business partners are adversely affected by the merger, or if the combined company loses the benefits of the contracts of Nabors or Parker, the combined company’s business, financial condition, results of operations and cash flows could suffer.

The unaudited prospective financial information for Nabors and Parker included in this joint proxy statement/prospectus reflects management estimates and may not prove to be reflective of actual future results.

In connection with the merger, Nabors and Parker prepared and considered, among other things, certain internal, unaudited prospective financial information for Nabors and Parker, respectively. This unaudited prospective financial information included assumptions regarding future operating cash flows, expenditures and growth of Nabors and Parker. This internal, unaudited prospective financial information speaks only as of the date made and, except as required by applicable securities laws, will not be updated. This unaudited prospective financial information is subject to significant economic, competitive, industry and other uncertainties, including the factors described under “Risk Factors” and “Special Note Regarding Forward-Looking Statements”, which factors and uncertainties may cause the unaudited prospective financial information or the underlying assumptions to be inaccurate. As a result of these contingencies, there can be no assurance that the unaudited prospective financial information of Nabors and Parker will be achieved in full, at all or within projected timeframes. In view of these uncertainties, the inclusion of the unaudited prospective financial information of Nabors and Parker in this joint proxy statement/prospectus should not be regarded as an indication that the board of directors of Nabors or Parker, Nabors, Parker, Merger Sub, or any other recipient of this information considered, or now considers, it to be an assurance of the achievement of future results.

The unaudited prospective financial information was not prepared with a view toward public disclosure or toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. The unaudited prospective financial information included in this document has been prepared by, and is the responsibility of, the Nabors and Parker management teams. PricewaterhouseCoopers LLP has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying unaudited prospective financial information and, accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers LLP reports incorporated by reference in this document regarding Nabors and included herein regarding Parker relate to Nabors’ and Parker’s previously issued financial statements. They do not extend to the unaudited prospective financial information and should not be read to do so. Neither PricewaterhouseCoopers LLP, the independent registered public accounting firm for Nabors and Parker, nor any other independent registered public accounting firm has examined, or performed any procedures with respect to the unaudited prospective financial information. For additional information regarding the unaudited prospective financial information, see “The Merger—Certain Unaudited Prospective Financial Information of Nabors and Parker”.

The unaudited pro forma financial information included in this document is presented for illustrative purposes only and may not be an indication of the combined company’s financial condition or results of operations following the merger.

The unaudited pro forma financial information contained in this document is presented for illustrative purposes only, is based on various adjustments, assumptions and preliminary estimates and may not be an indication of the combined company’s financial condition or results of operations following the merger for several reasons. The actual financial condition and results of operations of the combined company following the merger may not be consistent with—or evident from—this unaudited pro forma financial information. In addition, the assumptions used in preparing the unaudited pro forma financial information may prove to be inaccurate, and other factors may affect the combined company’s financial condition or results of operations following the merger. Any potential decline in the combined company’s financial condition or results of operations may cause significant variations in the stock price of the combined company. See “Unaudited Pro Forma Condensed Combined Financial Statements”.

 

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Uncertainty about the merger and diversion of management could harm the combined company following the merger.

The combined company’s success will be dependent upon the experience and industry knowledge of its officers and other key employees. The merger could result in current and prospective employees’ experiencing uncertainty about their future with the combined company following the merger. These uncertainties may impair the ability of the combined company to retain, recruit or motivate key personnel. In addition, completion of the merger and integrating the companies’ operations will require a significant amount of time and attention from management of the two companies. The diversion of management’s attention away from ongoing operations could adversely affect business relationships of the combined company following the merger.

Uncertainties associated with the merger may cause a loss of key employees, which could adversely affect the future business and operations of the combined company.

Nabors and Parker are dependent on the experience and industry knowledge of their officers and other key employees to execute their business plans. Each company’s success until the merger and the combined company’s success after the merger will depend in part upon the ability of Nabors and Parker to retain key employees. Current and prospective employees of Nabors and Parker may experience uncertainty about their roles within the combined company following the merger, which may have an adverse effect on the ability of each of Nabors and Parker to attract or retain key personnel. Accordingly, no assurance can be given that the combined company will be able to attract or retain key employees of Nabors and Parker to the same extent that Nabors and Parker have previously been able to attract or retain their own employees.

The market price of the combined company’s common shares may be volatile, and holders of the combined company’s common shares could lose a significant portion of their investment due to drops in the market price of the combined company’s common share following completion of the merger.

The market price of the combined company’s common shares may be volatile due to factors unrelated to the combined company’s operating performance or prospects. Specific factors that may have a significant effect on the market price for the combined company’s common shares include, among others, the following:

 

•

changes in stock market analyst recommendations or earnings estimates regarding the combined company, other companies comparable to it or companies in the industries it serves;

 

•

actual or anticipated fluctuations in the combined company’s results of operations or future prospects;

 

•

reaction to public announcements by the combined company;

 

•

strategic actions taken by the combined company or its competitors, such as acquisitions, divestitures or restructurings;

 

•

failure of the combined company to achieve the perceived benefits of the merger, including financial results and anticipated synergies, as rapidly as or to the extent anticipated by financial or industry analysts;

 

•

adverse conditions in the financial market or general U.S. or international economic conditions, including those resulting from war, incidents of terrorism and the response to such events; and

 

•

sales of the combined company’s common shares by members of its management team or significant shareholders.

 

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If, following the merger, large amounts of the combined company’s common shares are sold, the price could decline.

Business issues currently faced by Nabors or Parker may be imputed to the operations of the other.

To the extent that either Nabors or Parker currently has or is perceived by customers to have operational challenges, such as service performance, safety issues or workforce issues, those challenges may raise concerns by existing customers of the other company following the merger, which may limit or impede the combined company’s future ability to obtain additional work from those customers.

The combined company may not be able to utilize a portion of Nabors’ or Parker’s net operating loss carry forwards (“NOLs”) to offset future taxable income for U.S. federal tax purposes, which could adversely affect the combined company’s net income and cash flows.

As of June 30, 2024, Parker had federal income tax NOLs of approximately $347.8 million, net of estimated cancellation of indebtedness income, which will expire between 2035 and 2037, and $104.3 million have an indefinite life. As of June 30, 2024, Nabors had federal income tax NOLs of approximately $559.3 million, all of which have an indefinite life. Utilization of these NOLs depends on many factors, including the combined company’s future taxable income, which cannot be predicted with any accuracy. In addition, Section 382 of the Code generally imposes an annual limitation on the amount of an NOL that may be used to offset taxable income when a corporation has undergone an “ownership change” (as determined under Section 382). Determining the limitations under Section 382 is technical and highly complex. An ownership change generally occurs if one or more shareholders (or groups of shareholders) who are each deemed to own at least 5% of the corporation’s stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. For these reasons, the combined company may not be able to realize a material portion of Parker’s NOLs, which could result in the combined company facing increased future tax liability.

Fluctuations in oil and natural gas prices could adversely affect drilling, completion and production activities by oil and natural gas companies and the combined company’s valuation, revenues, cash flows and profitability.

Following the completion of the merger, the combined company’s operations, demand for its services, and the rates it will be able to charge for such services depend on the level of spending by oil and gas companies for exploration, development and production activities. Both short-term and long-term trends in oil and natural gas prices affect these activity levels. Oil and natural gas prices, as well as the level of drilling, exploration and production activity, have been highly volatile for several years and are expected to continue to be volatile for the

foreseeable future. Declines in oil prices are primarily caused by, among other things, an excess of supply of crude oil in relation to demand, in addition to significant shocks to regional and global economies such as the COVID-19 pandemic and regional and global conflicts, especially in significant oil-producing regions around the world. Worldwide military, political, public health, and economic events, including initiatives by the Organization of Petroleum Exporting Countries (“OPEC”) and OPEC+, uncertainty in capital and commodities markets, and the ability of oil and natural gas producers to access capital, and the extent to which they are willing or able to deploy capital, affect both the supply of and demand for oil and natural gas. In addition, weather conditions, governmental regulation (both in the United States and elsewhere) related to the development/production and use of oil and natural gas, levels of consumer demand for oil and natural gas, general and global economic conditions, oil and gas production levels by non-OPEC countries, decisions by oil and gas producers to continue producing oil and gas despite excess supply, the availability and demand for drilling equipment and pipeline capacity, availability and pricing of alternative energy sources, as well as governmental programs that incentivize the use of alternative energy, public perception of fossil fuel use and other factors beyond our control may also affect the supply of and demand for oil and natural gas, and thereby affect the price of oil and natural gas.

 

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Lower oil and natural gas prices also could adversely affect our cash forecast models used to determine whether the carrying values of our long-lived assets exceed our future cash flows, which could result in future impairment to our long-lived assets. Lower oil and natural gas prices also could affect our ability to retain skilled rig personnel and affect our ability to access capital to finance and grow our business. There can be no assurances as to the future level of demand for our services or future conditions in the oil and natural gas and oilfield services industries.

Risk Factors Relating to Nabors

Nabors’ business is and will be subject to the risks described in Nabors’ Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as such risks may be updated or supplemented in its subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, to the extent incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information”.

Risk Factors Relating to Parker

As a result of entering into the merger agreement, Parker’s business is and will be subject to the risks described above. In addition, following completion of the merger, the combined company will be subject to the following risks:

Parker’s business and financial performance depends primarily upon the general level of activity in the oil and natural gas industry, and therefore, volatility of prices for oil and natural gas has had, and may continue to have, a material adverse effect on its financial condition, results of operations, and cash flows.

Oil and natural gas prices and market expectations regarding potential changes in these prices are volatile and are likely to continue to be volatile in the future. Increases or decreases in oil and natural gas prices and expectations of future prices could have an impact on Parker’s customers’ long-term exploration and development activities, which in turn could materially affect its business and financial performance. Furthermore, higher oil and natural gas prices do not necessarily result immediately in increased drilling activity because Parker’s customers’ expectations of future oil and natural gas prices typically drive demand for its drilling services. The oil and natural gas industry has historically experienced periodic downturns, which have been characterized by diminished demand for oilfield services and downward pressure on the prices Parker charges. A prolonged downturn in the oil and natural gas industry could result in a further reduction in demand for oilfield services and could continue to adversely affect Parker’s financial condition, results of operations, and cash flows. Oil and natural gas prices and demand for Parker’s services also depend upon numerous factors which are beyond its control, including:

 

•

the level of supply and demand for oil and natural gas;

 

•

the cost of exploring for, producing, and delivering oil and natural gas;

 

•

expectations regarding future energy prices;

 

•

advances in exploration, development, and production technology;

 

•

the ability of the Organization of Petroleum Exporting Countries (“OPEC”) to set and maintain production levels and prices;

 

•

the level of production by non-OPEC countries;

 

•

the adoption or repeal of laws and government regulations, both in the United States and other countries;

 

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•

the imposition or lifting of economic sanctions against certain regions, persons, and other entities;

 

•

the number of ongoing and recently completed rig construction projects which may create overcapacity;

 

•

local and worldwide military, political, and economic events, including military action in the Middle East and the Russia-Ukraine war;

 

•

weather conditions and natural disasters;

 

•

the occurrence or threat of epidemic or pandemic diseases, such as the COVID-19 pandemic, or any government response to such occurrence or threat;

 

•

expansion or contraction of worldwide economic activity, which affects levels of consumer and industrial demand;

 

•

the rate of discovery of new oil and natural gas reserves;

 

•

domestic and foreign tax policies;

 

•

acts of terrorism in the United States or elsewhere;

 

•

increased demand for alternative energy sources and electric vehicles, including government initiatives to promote the use of renewable energy sources and the growing public sentiment around alternatives to oil and gas; and

 

•

the policies of various governments regarding exploration and development of their oil and natural gas reserves.

Demand for the majority of Parker’s services is substantially dependent on the levels of expenditures by the oil and natural gas industry. A substantial or an extended decline in oil and natural gas prices could result in lower expenditures by the oil and natural gas industry, which could have a material adverse effect on Parker’s financial condition, results of operations, and cash flows.

Demand for the majority of Parker’s services depends substantially on the level of expenditures for the exploration, development, and production of oil or natural gas reserves by the major, independent, and national oil and natural gas E&P companies and large integrated service companies that comprise Parker’s customer base. These expenditures are generally dependent on the industry’s view of future oil and natural gas prices and are sensitive to the industry’s view of future economic growth and the resulting impact on demand for oil and natural gas, including a heightened emphasis by E&P companies’ investors demanding cash flow returns which can limit the number of wells being drilled. For example, prolonged low commodity prices experienced by the oil and natural gas industry during 2015, 2016 and 2020, combined with adverse changes in the capital and credit markets, caused many exploration and production companies to reduce their capital budgets and drilling activity. This led to decreased utilization and dayrates and a reduction or discontinuation of drilling levels, causing an oversupply of drilling rigs. Future declines in oil and natural gas prices may similarly result in project modifications, delays or cancellations, general business disruptions, and delays in payment of, or nonpayment of, amounts that are owed to Parker, any of which could have a material adverse effect on its financial condition, results of operations, and cash flows.

 

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Failure to comply with anti-corruption laws, such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010, could result in fines, criminal penalties, negative commercial consequences and an adverse effect on Parker’s business.

The U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act 2010, and similar anti-corruption laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments or providing improper benefits for the purpose of obtaining or retaining business, directing business to any person or corporate entity, or obtaining any unfair advantage. Parker’s policies mandate compliance with these anti-corruption laws. However, Parker operates in many parts of the world that experience corruption, and its activities create the risk of unauthorized payments or offers of payments by its employees or agents that could be in violation of anti-corruption laws, even though some of these parties are not subject to Parker’s control. If Parker is found to be liable for violations of these laws either due to its own acts or omissions or due to the acts or omissions of others (including its joint ventures partners, its agents or other third-party representatives), it could suffer from severe commercial, civil, and criminal penalties or other sanctions, which could have a material adverse effect on its business, financial condition, and results of operations. In addition, any major violations could have a significant effect on Parker’s reputation and consequently on its ability to win future business and maintain existing customer and supplier relationships.

Parker’s international operations are subject to governmental regulation and other risks.

Parker derives a significant portion of its revenues from its international operations. For the year ended December 31, 2023, Parker derived approximately 31.5 percent of its revenues from operations in countries other than the United States. For the six months ended June 30, 2024, Parker derived approximately 32.6 percent of its revenues from operations in countries other than the United States. Parker’s international operations are subject to the following risks, among others:

 

•

political, social, and economic instability, war, terrorism, and civil disturbances;

 

•

economic sanctions imposed by the U.S. government against other countries, groups, or individuals, or economic sanctions imposed by other governments against the U.S. or businesses incorporated in the U.S.;

 

•

limitations on insurance coverage, such as war risk coverage, in certain areas;

 

•

expropriation, confiscatory taxation, and nationalization of its assets;

 

•

foreign laws and governmental regulation, including inconsistencies and unexpected changes in laws or regulatory requirements, and changes in interpretations or enforcement of existing laws or regulations;

 

•

increases in governmental royalties;

 

•

import-export quotas, duties, tariffs or other trade barriers;

 

•

hiring and retaining skilled and experienced workers, some of whom are represented by foreign labor unions;

 

•

work stoppages and other labor unrest;

 

•

damage to its equipment or violence directed at its employees, including kidnapping;

 

•

transportation delays and interruptions, including piracy of vessels transporting its people or equipment;

 

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•

unfavorable changes in foreign monetary and tax policies;

 

•

solicitation by government officials for improper payments or other forms of corruption;

 

•

foreign currency fluctuations and restrictions on currency repatriation;

 

•

access to or control of networks and confidential information due to local government controls and vulnerability of local networks to cyber risks;

 

•

limitations on its ability to enforce legal rights and remedies;

 

•

repudiation, nullification, modification, or renegotiation of contracts; and

 

•

other forms of governmental regulation and economic conditions that are beyond its control.

Parker currently has operations in 14 countries. Parker’s operations are subject to interruption, suspension, and possible expropriation due to terrorism, war, civil disturbances, political and capital instability, and similar events, and it has previously suffered loss of revenues and damage to equipment due to political violence. Civil and political disturbances in international locations may affect Parker’s operations. Parker may not be able to obtain insurance policies covering risks associated with these types of events, especially political violence coverage, and such policies may only be available with premiums that are not commercially reasonable.

Parker’s international operations are subject to the laws and regulations of a number of countries with political, regulatory and judicial systems and regimes that may differ significantly from those in the U.S. Parker’s ability to compete in international contract drilling and rental tool services markets may be adversely affected by foreign governmental regulations and/or policies that favor the awarding of contracts to contractors in which nationals of those foreign countries have substantial ownership interests or by regulations requiring foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction. Furthermore, Parker’s foreign subsidiaries may face governmentally imposed restrictions or fees from time to time on the transfer of funds to itself.

In addition, tax and other laws and regulations in some foreign countries are not always interpreted consistently among local, regional, and national authorities, which can result in disputes between Parker and governing authorities. The ultimate outcome of these disputes is never certain, and it is possible that the outcomes could have an adverse effect on Parker’s financial performance.

A portion of the workers Parker employs in its international operations are members of labor unions or otherwise subject to collective bargaining. Parker may not be able to hire and retain a sufficient number of skilled and experienced workers for wages and other benefits that it believes are commercially reasonable.

Parker may experience currency exchange losses where revenues are received or expenses are paid in nonconvertible currencies or where it does not take protective measures against exposure to a foreign currency. Parker may also incur losses as a result of an inability to collect revenues because of a shortage of convertible currency available to the country of operation, controls over currency exchange, or controls over the repatriation of income or capital. Given the international scope of Parker’s operations, Parker is exposed to risks of currency fluctuation and restrictions on currency repatriation. Parker attempts to limit the risks of currency fluctuation and restrictions on currency repatriation where possible by obtaining contracts payable in U.S. dollars or freely convertible foreign currency. In addition, some parties with which Parker does business could require that all or a portion of its revenues be paid in local currencies. Foreign currency fluctuations, therefore, could have a material adverse effect upon Parker’s results of operations and financial condition.

The shipment of goods, services and technology across international borders subjects Parker to extensive trade laws and regulations. Parker’s import activities are governed by the unique customs laws and

 

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regulations of each of the countries where it operates. Moreover, many countries, including the U.S., control the export and re-export of certain goods, services, and technology and impose related export recordkeeping and reporting obligations. The laws and regulations concerning import activity, export recordkeeping and reporting, export control, and economic sanctions are complex and constantly changing. These laws and regulations can cause delays in shipments, unscheduled operational downtime and other operational disruptions. Moreover, any failure to comply with applicable legal and regulatory trading obligations could result in criminal and civil penalties and sanctions, such as fines, imprisonment, debarment from governmental contracts, seizure of shipments, and loss of import and export privileges. Reputational damage can also result from any failure to comply with such obligations.

Parker’s business, financial condition and results of operations may be affected by economic sanctions and export controls, including those targeting Russia.

During 2014, the United States, the European Union, the United Kingdom and certain other countries imposed sanctions on certain sectors of the Russian economy, and on certain individuals and entities, and additional sanctions have been imposed since 2014, including with respect to the energy sector. In response to Russia’s military action in Ukraine in 2022, the United States, the European Union and the United Kingdom, among others, have imposed significant economic sanctions and export control measures on Russia and others supporting Russia’s military and political actions in Ukraine, including blocking or “asset freezing” sanctions on designated entities and individuals; restrictions on the Russian energy and financial sectors; blocking economic activity in certain areas of Ukraine not controlled by the Ukrainian government; prohibitions in relation to investment in Russia; prohibitions and restrictions relating to Russian origin oil and oil products; and export controls limiting the export of a wide range of goods and technical assistance to Russia. In response, Russia has implemented counter-sanctions, including restrictions on the divestment from Russian assets by foreign investors and restrictions on the payments of dividends and transfers of funds out of Russia by foreign investors. Existing and future economic sanctions, export controls, import controls and other measures, as well as the existing and potential further responses from Russia or other countries to such economic sanctions, and further tensions and military actions, could adversely affect the global economy and financial markets and could adversely affect Parker’s business, financial condition and results of operations.

The contract drilling and the rental tools services businesses are highly competitive and cyclical, with intense price competition.

The contract drilling and rental tools services markets are highly competitive and many of Parker’s competitors in both the contract drilling and rental tools services businesses may possess greater financial resources than Parker does. Some of Parker’s competitors are incorporated in countries that may provide them with significant tax advantages that are not available to Parker as a U.S. company and which may impair its ability to compete with them for many projects.

Contract drilling companies compete primarily on a regional basis, and competition may vary significantly from region to region at any particular time. Many drilling and workover rigs and drilling-related rental tools can be moved from one region to another in response to changes in levels of activity, provided market conditions warrant, which may result in an oversupply of rigs and rental tools in an area. Many competitors construct rigs during periods of high energy prices and, consequently, the number of rigs available in some of the markets in which Parker operates can exceed the demand for rigs for extended periods of time, resulting in intense price competition. Most drilling contracts are awarded on the basis of competitive bids, which also results in price competition.

Historically, the drilling and rental tools services industry has been highly cyclical, with periods of high demand, limited equipment supply and high dayrates often followed by periods of low demand, excess equipment supply and low dayrates. Periods of low demand and excess equipment supply intensify the competition in the industry and often result in equipment being idle for long periods of time. During periods of

 

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decreased demand, Parker typically experiences significant reductions in dayrates and utilization. Parker, or its competition, may move rigs or other equipment such as rental tools from one geographic location to another location, the cost of which may be substantial. If Parker experiences decreases in dayrates, inability to increase or even maintain its market share, or if it cannot keep its equipment utilized, its financial performance will be adversely impacted. Prolonged periods of low utilization, decreased market share, and lower dayrates could result in the recognition of impairment charges on certain of Parker’s rigs if future cash flow estimates, based upon information available to management at the time, indicate that the carrying value of these rigs may not be recoverable.

Parker must renew customer contracts to remain competitive.

Parker’s ability to renew existing customer contracts, or obtain new contracts, and the terms of any such contracts depends on market conditions and its customers’ future drilling plans, which are subject to change. Due to the highly competitive nature of the industry, which can be exacerbated during periods of depressed market conditions, Parker may not be able to renew or replace expiring contracts or, if it is able to, it may not be able to secure or improve existing dayrates or other material terms, which could have an adverse effect on its business, financial condition and results of operations.

Rig upgrade, refurbishment and construction projects are subject to risks and uncertainties, including delays and cost overruns, which could have an adverse impact on Parker’s results of operations and cash flows.

Parker regularly makes significant expenditures in connection with upgrading and refurbishing its rig fleet. These activities include planned upgrades to maintain quality standards, routine maintenance and repairs, changes made at the request of customers, and changes made to comply with environmental or other regulations. Rig upgrade, refurbishment, and construction projects are subject to the risks of delay or cost overruns inherent in any large construction project, including the following:

 

•

shortages of equipment or skilled labor;

 

•

unforeseen engineering problems;

 

•

unanticipated change orders;

 

•

work stoppages;

 

•

adverse weather conditions;

 

•

unexpectedly long delivery times for manufactured rig components;

 

•

unanticipated repairs to correct defects in construction not covered by warranty;

 

•

failure or delay of third-party equipment vendors or service providers;

 

•

unforeseen increases in the cost of equipment, labor or raw materials, particularly steel;

 

•

disputes with customers, shipyards or suppliers;

 

•

latent damages or deterioration to hull, equipment and machinery in excess of engineering estimates and assumptions;

 

•

financial or other difficulties with current customers at shipyards and suppliers;

 

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•

loss of revenues associated with downtime to remedy malfunctioning equipment not covered by warranty;

 

•

unanticipated cost increases;

 

•

loss of revenues and payments of liquidated damages for downtime to perform repairs associated with defects, unanticipated equipment refurbishment and delays in commencement of operations; and

 

•

lack of ability to obtain the required permits or approvals, including import/export documentation.

Any one of the above risks could adversely affect Parker’s financial condition and results of operations. Delays in the delivery of rigs being constructed or undergoing upgrade, refurbishment, or repair may, in many cases, delay commencement of a drilling contract resulting in a loss of revenues to Parker, and may also cause its customer to renegotiate the drilling contract for the rig or terminate or shorten the term of the contract under applicable late delivery clauses, if any. If one of these contracts is terminated, Parker may not be able to secure a replacement contract on as favorable terms, if at all. Additionally, actual expenditures for required upgrades or to refurbish or construct rigs could exceed Parker’s planned capital expenditures, impairing its ability to service its debt obligations.

The change of Parker’s management and other personnel may reduce Parker’s competitiveness and harm prospects for future success.

Following the completion of the merger, it is anticipated that some of Parker’s present management and other personnel will no longer be employed by Parker or will remain with Parker in substantially different roles. The loss of Parker’s personnel and transition of new personnel could reduce its competitiveness and harm prospects for future success, which may adversely affect its business, financial condition and results of operations.

Failure to attract and retain skilled and experienced personnel could affect Parker’s operations.

Parker requires skilled, trained, and experienced personnel to provide its customers with the highest quality technical services and support for its drilling operations. Parker competes with other oilfield services businesses and other employers to attract and retain qualified personnel with the technical skills and experience it requires. Competition for skilled labor and other labor required for Parker’s operations intensifies as the number of rigs activated or added to worldwide fleets or under construction increases, creating upward pressure on wages. In periods of high utilization, Parker has found it more difficult to find and retain qualified individuals. A shortage in the available labor pool of skilled workers or other general inflationary pressures or changes in applicable laws and regulations could make it more difficult for Parker to attract and retain personnel and could require Parker to enhance its wage and benefits packages. Increases in Parker’s operating costs could adversely affect its business and financial results. Moreover, the shortages of qualified personnel or the inability to obtain and retain qualified personnel could negatively affect the quality, safety, and timeliness of Parker’s operations.

Increased scrutiny and changing stakeholder expectations with respect to environmental, social and governance (“ESG”) matters may impact Parker’s business and expose Parker to additional risks.

In recent years, companies across all industries are facing increasing scrutiny from stakeholders related to their ESG and sustainability practices. Failure or a perception (whether or not valid) of failure to implement an ESG strategy or achieve sustainability goals Parker has set could damage its reputation, causing its stakeholders to lose confidence in Parker, and negatively impact its operations. There can be no assurance that Parker will be able to accomplish any announced goals, initiatives, commitments or objectives related to its ESG strategy, as statements regarding the same reflect its current plans and aspirations and are not guarantees that Parker will be able to achieve them within the timelines it announces, or at all.

 

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Further, Parker’s business and growth opportunities require it to have strong relationships with various key stakeholders, including its stockholders, employees, suppliers, customers, local communities and others. Parker may face pressures from stakeholders, many of whom are increasingly focused on climate change, to prioritize sustainable energy practices, reduce its carbon footprint and promote sustainability while at the same time remaining a successfully operating public company. If Parker does not successfully manage expectations across these varied stakeholder interests, it could erode Parker’s stakeholder trust and thereby affect its brand and reputation. Such erosion of confidence could negatively impact Parker’s business through decreased demand and growth opportunities, delays in projects, increased legal action and regulatory oversight, adverse press coverage and other adverse public statements, difficulty hiring and retaining top talent, difficulty obtaining necessary approvals and permits from governments and regulatory agencies on a timely basis and on acceptable terms and difficulty securing investors and access to capital.

New technologies may cause Parker’s drilling methods and equipment to become less competitive and it may become necessary to incur higher levels of operating and capital expenditures in order to keep pace with the disruptive trends in the drilling industry. Growth through the building of new drilling rigs and improvement of existing rigs is not assured.

The market for Parker’s services is characterized by continual technological developments that have resulted in, and will likely continue to result in, substantial improvements in the functionality and performance of rigs and equipment. Parker’s customers increasingly demand the services of newer, higher specification drilling rigs and related equipment. Accordingly, Parker may have to allocate a higher proportion of its capital expenditures to improve the technological aspects of its existing rigs and other equipment, purchase and construct newer, higher specification drilling rigs and other equipment to meet the increasingly sophisticated needs of its customers and develop new and improved technology and data analytics.

Although a component of Parker’s strategy is to develop and use advanced oil and natural gas drilling technology, changes in technology or improvements on existing technology by competitors could make its equipment less competitive. There can be no assurance that Parker will:

 

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have sufficient capital resources to improve existing rigs or build new, technologically advanced drilling rigs or rental tools;

 

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avoid cost overruns inherent in large fabricated projects resulting from numerous factors such as shortages or unscheduled delays in delivery of equipment or materials, inadequate levels of skilled labor, design and engineering problems, and financial or other difficulties;

 

•

successfully deploy idle, stacked, new or upgraded drilling rigs or rental tools;

 

•

effectively manage the size or growth of its organization and drilling rigs and tools;

 

•

develop competitive technologies or choose the right technologies to develop;

 

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maintain crews necessary to operate existing or additional drilling rigs or rental tools; or,

 

•

successfully improve its financial condition, results of operations, business or prospects as a result of improving existing rigs or rental tools with updated technology.

If Parker is successful in developing new technologies for use in its business, there is no guarantee of future demand for those technologies. Customers may be financially incapable or otherwise reluctant or unwilling to adopt Parker’s new technologies or may choose competing technologies. Parker may also have difficulty negotiating satisfactory terms for its technology services or may be unable to secure prices sufficient to obtain expected returns on its investment in the research and development of new technologies.

 

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Furthermore, Parker expects its competitors to continue to improve their own technology systems. Such improvements could potentially allow Parker’s competitors to improve their drilling efficiency and service quality. Parker’s ability to continue to innovate its own technology infrastructure and appropriately anticipate and address its customers’ needs will affect its ability to compete.

Development of new technology is critical to maintaining Parker’s competitiveness. There can be no assurance that Parker will be able to successfully develop technology that its customers demand. If Parker is not successful in keeping pace with technological advances and trends (including trends in favor of emissions-reducing technologies) or if Parker fails to deliver such technologies to its customers in a timely and cost-effective manner suitable to their needs, demand for its services could decline and Parker could lose market share. Furthermore, if Parker’s equipment or proprietary technologies become obsolete, the value of its intellectual property may be reduced, or one or more technologies that Parker may implement in the future may not work as it expects and its business, financial condition, results of operations and reputation could be adversely affected as a result. If competing technologies are viewed as superior to Parker’s, it could affect Parker’s competitiveness. Additionally, new technologies, services or standards could render some of Parker’s services, drilling rigs or equipment obsolete, which could reduce its competitiveness and have a material adverse effect on its business, financial condition and results of operations.

Limitations on Parker’s ability to obtain, maintain, protect or enforce its intellectual property rights, including its trade secrets, could cause a loss in revenues and any competitive advantage Parker holds.

There can be no assurance that the steps Parker takes to obtain, maintain, protect and enforce its intellectual property rights will be adequate. Some of Parker’s products or services, and the processes it uses to produce or provide them, have been granted patent protection, have patent applications pending, or are trade secrets. Parker’s business may be adversely affected when its patents are unenforceable, the claims allowed under its patents are not sufficient to protect its technology, its patent applications are denied, or its trade secrets are not adequately protected. Patent protection on some types of technology, such as software or machine learning processes, may not be available in certain countries in which Parker operates. Parker’s competitors may also be able to develop technology independently like Parker’s without infringing on its patents or gaining access to its trade secrets, which could adversely affect its financial condition, results of operations and cash flows.

Technology disputes could negatively affect Parker’s operations or increase its costs.

Parker’s services and products use proprietary technology and equipment, which can involve potential infringement of a third party’s rights, or a third party’s infringement of its rights, including patent rights. The majority of the intellectual property rights relating to Parker’s drilling rigs and related services are owned by Parker or certain of its supplying vendors. However, in the event that Parker or one of its customers or supplying vendors becomes involved in a dispute over infringement of intellectual property rights relating to equipment or technology owned or used by Parker, services performed by Parker or products provided by Parker, Parker may lose access to important equipment or technology or its ability to provide services or products, or Parker could be required to cease use of some equipment or technology or be forced to invest or develop replacement technologies to enhance its equipment, technology, services or products. Parker could also be required to pay license fees or royalties for the use of equipment or technology or provision of services or products. In addition, Parker may lose a competitive advantage in the event it is unsuccessful in enforcing its rights against third parties. Regardless of the merits, any such claims generally result in significant legal and other costs, including reputational harm, and may distract management from running Parker’s business. Technology disputes involving Parker or its customers or supplying vendors could have a material adverse effect on its business, financial condition, cash flows and results of operations.

 

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Improvements in or new discoveries of alternative energy technologies could have a material adverse effect on Parker’s financial condition and results of operations.

Since Parker’s business depends on the level of activity in the oil and natural gas industry, any improvement in or new discoveries of alternative energy technologies that increase the effectiveness (economic or otherwise), use or availability of alternative forms of energy and reduce the demand for oil and natural gas could have a material adverse effect on its business, financial condition and results of operations.

Parker’s current operations and future growth may require significant additional capital, and the amount and terms of its indebtedness could impair its ability to fund its capital requirements.

Parker’s business requires substantial capital. Parker may require additional capital in the event of growth opportunities, unanticipated maintenance requirements, or significant departures from its current business plan.

Additional financing may not be available on a timely basis or on terms acceptable to Parker and within the limitations contained in the ABL Credit Agreement and the Term Loan Credit Agreement or any other future debt agreements. Failure to obtain additional financing, should the need for it develop, could impair Parker’s ability to fund capital expenditure requirements and meet debt service requirements and could have an adverse effect on its business.

Parker has a significant amount of debt. Parker’s debt levels and debt agreement restrictions may have significant consequences for its future prospects, including limiting its liquidity and flexibility in obtaining additional financing or refinancing its existing high interest debt and in pursuing other business opportunities.

As of June 30, 2024, Parker had:

 

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$176.1 million principal amount of debt;

 

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$49.8 million of undiscounted operating lease liabilities; and

 

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$13.3 million in supporting letters of credit.

Parker’s ability to meet its debt service obligations depends on its ability to generate positive cash flows from operations. Parker has in the past, and may in the future, incur negative cash flows from one or more segments of its operating activities. Parker’s future cash flows from operating activities will be influenced by the demand for its drilling services, the utilization of its rigs, the dayrates that it receives for its rigs, demand for its rental tools, oil and natural gas prices, general economic conditions, and other factors affecting its operations, many of which are beyond its control.

If Parker is unable to service its debt obligations, it may have to take one or more of the following actions:

 

•

delay spending on capital projects, including maintenance projects and the acquisition or construction of additional rigs, rental tools, and other assets;

 

•

issue additional equity;

 

•

sell assets; or

 

•

restructure or refinance its debt.

 

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Despite Parker’s current level of indebtedness, it may still incur more debt. This could further exacerbate the risks associated with its indebtedness, including limiting its liquidity and its ability to pursue other business opportunities.

Parker may be able to incur additional indebtedness in the future, subject to certain limitations, including under the ABL Credit Facility and the Term Loan. If Parker incurs new debt on top of its existing debt, the related risks that it now faces could increase. Parker’s level of indebtedness could, for instance, prevent it from engaging in transactions that might otherwise be beneficial to it or from making desirable capital expenditures. This could put Parker at a competitive disadvantage relative to other less leveraged competitors that have more cash flow to devote to their operations. Additionally, Parker’s ABL Credit Facility provides, and any future credit facilities may provide, for variable interest rates, which may increase or decrease its interest expense. Furthermore, the incurrence of additional indebtedness could make it more difficult to satisfy Parker’s existing financial obligations.

Parker is subject to various covenants and events of default under the ABL Credit Facility and the Term Loan Credit Agreement. In general, certain of these covenants limit Parker’s ability, subject to certain exceptions, to take certain actions, including:

 

•

selling assets outside the ordinary course of business;

 

•

consolidating, merging, amalgamating, liquidating, dividing, winding up, dissolving or otherwise disposing of all or substantially all of its assets;

 

•

granting liens; and

 

•

financing its investments.

If Parker fails to comply with these covenants or an event of default occurs under the ABL Credit Agreement or the Term Loan Credit Agreement, its liquidity, financial condition or operations may be materially impacted.

Parker is subject to hazards customary for drilling operations, which could adversely affect its financial performance if it is not adequately indemnified or insured.

Substantially all of Parker’s operations are subject to hazards that are customary for oil and natural gas drilling operations, including blowouts, reservoir damage, loss of production, loss of well control, lost or stuck drill strings, equipment defects, cratering, oil and natural gas well fires and explosions, natural disasters, pollution, mechanical failure, and damage or loss during transportation. Some of Parker’s fleet is also subject to hazards inherent in marine operations, either while on-site or during mobilization, such as capsizing, sinking, grounding, collision, damage from severe weather, and marine life infestations. These hazards could result in damage to or destruction of drilling equipment, personal injury and property damage, suspension of operations, or environmental damage, which could lead to claims by third parties or customers, suspension of operations, and contract terminations. Parker has had accidents in the past due to some of these hazards. Typically, Parker is indemnified by its customers for injuries and property damage resulting from these types of events (except for injury to its employees and subcontractors and property damage to its and its subcontractors’ equipment). However, Parker could be exposed to significant loss if adequate indemnity provisions or insurance are not in place, if indemnity provisions are unenforceable or otherwise invalid, or if its customers are unable or unwilling to satisfy any indemnity obligations. Parker may not be able to insure against these risks or to obtain indemnification to adequately protect itself against liability from all of the consequences of the hazards and risks described above. The occurrence of an event not fully insured against or for which Parker is not indemnified, or the failure of a customer or insurer to meet its indemnification or insurance obligations, could result in substantial losses. In addition, insurance may not continue to be available to cover any or all of these risks. For

 

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example, pollution, reservoir damage and environmental risks generally are not fully insurable. Even if such insurance is available, insurance premiums or other costs may rise significantly in the future, making the cost of such insurance prohibitive.

Certain areas in and near the Gulf of Mexico (“GOM”) are subject to hurricanes and other extreme weather conditions. When operating in and near the GOM, Parker’s drilling rigs and rental tools may be located in areas that could cause them to be susceptible to damage or total loss by these storms. In addition, damage caused by high winds and turbulent seas to Parker’s rigs, shore bases, and corporate infrastructure could potentially cause Parker to curtail operations for significant periods of time until the effects of the damage can be repaired. In addition, Parker’s rigs in arctic regions can be affected by seasonal weather so severe that conditions are deemed too unsafe for operations.

Parker is not fully insured against all risks associated with its business.

Parker ordinarily maintains insurance against certain losses and liabilities arising from its operations. However, Parker does not insure against all operational risks in the course of its business. Due to the high cost, high self-insured retention, and limited coverage for windstorms in the GOM Parker has elected not to purchase windstorm insurance for its inland barges in the GOM. Although Parker has retained the risk for physical loss or damage for these rigs arising from a named windstorm, it has procured insurance coverage for removal of a wreck caused by a windstorm. The occurrence of an event that is not fully covered by insurance could have a material adverse impact on Parker’s business activities, financial position, and results of operations.

Parker’s backlog of contracted revenues may not be fully realized and may reduce significantly in the future, which may have a material adverse effect on its financial position, results of operations, or cash flows.

Parker’s expected revenues under existing contracts (“contracted revenues”) may not be fully realized due to a number of factors, including rig or equipment downtime or suspension of operations. Several factors could cause downtime or a suspension of operations, many of which are beyond Parker’s control, including:

 

•

breakdowns of its equipment or the equipment of others necessary for continuation of operations;

 

•

work stoppages, including labor strikes;

 

•

shortages of material and skilled labor;

 

•

severe weather or harsh operating conditions;

 

•

the occurrence or threat of epidemic or pandemic diseases, or any government response to such occurrence or threat;

 

•

the early termination of contracts; and

 

•

force majeure events.

Liquidity issues could lead Parker’s customers to go into bankruptcy or could encourage its customers to seek to repudiate, cancel, or renegotiate its contracts for various reasons. Some of Parker’s contracts permit early termination of the contract by the customer for convenience (without cause), generally exercisable upon advance notice to Parker and in some cases without making an early termination payment to Parker. There can be no assurance that Parker’s customers will be able or willing to fulfill their contractual commitments to Parker.

Significant declines in oil prices, the perceived risk of low oil prices for an extended period, and the resulting downward pressure on utilization may cause some customers to consider early termination of select

 

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contracts despite having to pay early termination fees in some cases. In addition, customers may request to re-negotiate the terms of existing contracts. Furthermore, as Parker’s existing contracts roll off, it may be unable to secure replacement contracts for its rigs, equipment or services. Therefore, revenues recorded in future periods could differ materially from Parker’s current contracted revenues, which could have a material adverse effect on its financial position, results of operations or cash flows.

Parker relies on third-party suppliers, manufacturers and service providers to secure equipment, components and parts used in rig operations, conversions, upgrades and construction.

Parker’s reliance on third-party suppliers, manufacturers and service providers to provide equipment and services exposes it to volatility in the quality, price and availability of such items. Certain components, parts and equipment that Parker uses in its operations may be available only from a small number of suppliers, manufacturers or service providers. The failure of one or more third-party suppliers, manufacturers or service providers to provide equipment, components, parts or services, whether due to capacity constraints, labor shortages or other labor-related difficulties, production or delivery disruptions, price increases, quality control issues, recalls or other decreased availability of parts and equipment, is beyond Parker’s control and could materially disrupt its operations or result in the delay, renegotiation or cancellation of drilling contracts, thereby causing a loss of contract drilling backlog and/or revenues, as well as an increase in operating costs.

Additionally, Parker’s suppliers, manufacturers, and service providers could be negatively affected by changes in industry conditions or global economic conditions. If certain of Parker’s suppliers, manufacturers or service providers were to curtail or discontinue their business as a result of such conditions, it could result in a reduction or interruption in supplies or equipment available to Parker and/or a significant increase in the price of such supplies and equipment, which could adversely affect its business, financial condition and results of operations. In addition, issues with the global supply chain, whether caused by the Ukraine/Russia conflict or other reasons, could make it more difficult for Parker’s suppliers to meet its requirements in a timely manner, if at all, which could ultimately result in an adverse effect on its operations.

Parker’s operating expense includes fixed costs that may not decline in proportion to decreases in rig utilization and dayrates.

Parker’s operating expense includes all direct and indirect costs associated with the operation, maintenance and support of its drilling and related equipment, many of which are not affected by changes in dayrates and some of which are not affected by utilization. During periods of reduced revenues and/or activity, certain of Parker’s fixed costs (such as depreciation) may not decline and often Parker may incur additional costs. During times of reduced utilization, reductions in costs may not be immediate as Parker may not be able to fully reduce the cost of its support operations in a particular geographic region due to the need to support the remaining drilling rigs in that region. Accordingly, a decline in revenues due to lower dayrates and/or utilization may not be offset by a corresponding decrease in drilling services and solutions expense, which could have a material adverse effect on Parker’s business, financial condition and results of operations.

Parker is exposed to counterparty credit risk. Nonpayment and nonperformance by Parker’s customers, suppliers or vendors could adversely impact its operations, cash flows and financial condition.

Weak economic conditions, volatility in the banking sector and/or widespread financial distress could reduce the liquidity of Parker’s customers, suppliers or vendors, making it more difficult for them to meet their obligations to Parker. Severe financial problems encountered by Parker’s customers, suppliers and vendors could limit its ability to collect amounts owed to Parker or to enforce the performance of obligations owed to Parker under contractual arrangements and/or limit its ability to enter into future contractual arrangements with such customers, suppliers or vendors. In the event that any of Parker’s customers were to enter into bankruptcy, Parker could lose all or a portion of the amounts owed to it by such customer, and it may be forced to cancel all or a portion of its contracts with such customer at a significant expense.

 

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In addition, nonperformance by suppliers or vendors who have committed to provide Parker with critical products or services could raise its costs or interfere with its ability to successfully conduct its business. These factors, combined with volatile prices of oil and natural gas, may precipitate a continued economic slowdown and/or a recession.

Certain of Parker’s contracts are subject to cancellation by its customers without penalty and with little or no notice.

In periods of extended market weakness, Parker’s customers may not be able to honor the terms of existing contracts, may terminate contracts even where there may be onerous termination fees, or may seek to renegotiate contract dayrates and terms in light of depressed market conditions. Certain of Parker’s contracts are subject to cancellation by its customers without penalty and with relatively little or no notice. Significant declines in oil prices, the perceived risk of low oil prices for an extended period, and the resulting downward pressure on utilization may cause some customers to consider early termination of select contracts despite having to pay early termination fees in some cases. When drilling market conditions are depressed, a customer may no longer need a rig or rental tools currently under contract or may be able to obtain comparable equipment at lower dayrates. Further, due to government actions, a customer may no longer be able to operate in, or it may not be economical to operate in, certain regions. As a result, customers may leverage their termination rights in an effort to renegotiate contract terms.

Parker’s customers may also seek to terminate contracts for cause, such as the loss of or major damage to the drilling unit or other events that cause the suspension of drilling operations beyond a specified period of time. If Parker experiences operational problems or if its equipment fails to function properly and cannot be repaired promptly, its customers will not be able to engage in drilling operations and may have the right to terminate the contracts. If equipment is not timely delivered to a customer or does not pass acceptance testing, a customer may in certain circumstances have the right to terminate the contract. The payment of a termination fee may not fully compensate Parker for the loss of the contract. Early termination of a contract may result in a rig or other equipment being idle for an extended period of time. The likelihood that a customer may seek to terminate a contract is increased during periods of market weakness. The cancellation or renegotiation of a number of Parker’s contracts could materially reduce its revenues and profitability.

Service contracts with national oil companies may expose Parker to greater risks than it normally assumes in service contracts with non-governmental customers.

Parker currently provides services and owns rigs and other equipment that may be used in connection with projects involving national oil companies. In the future, Parker may expand its international operations and enter into additional, significant contracts or subcontracts relating to projects with national oil companies. The terms of these contracts may require Parker to resolve disputes in jurisdictions with less robust legal systems and may contain non-negotiable provisions and may expose Parker to greater commercial, political, environmental, operational, and other risks than it assumes in other contracts. These contracts may also expose Parker to materially greater environmental liability and other claims for damages (including consequential damages) and personal injury related to its operations, or the risk that the contract may be terminated by its customer without cause on short-term notice, contractually or by governmental action, or under certain conditions that may not provide Parker with an early termination payment. Parker can provide no assurance that increased risk exposure will not have an adverse impact on its future operations or that it will not increase the number of rigs or amount of equipment and services contracted to national oil companies with commensurate additional contractual risks. Risks that accompany contracts relating to projects with national oil companies could ultimately have a material adverse impact on Parker’s business, financial condition, and results of operation.

 

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Parker derives a significant amount of its revenues from a few major customers. The loss of a significant customer could adversely affect Parker’s business, financial condition and results of operations.

A substantial percentage of Parker’s revenues are generated from a relatively small number of customers and the loss of a significant customer could adversely affect Parker. Parker’s largest customer accounted for approximately 13.6 percent of its consolidated revenues from continuing operations for the year ended December 31, 2023. Parker’s two largest customers constituted approximately 15.3 percent and 10.1 percent, respectively, of its consolidated revenue for the six months ended June 30, 2024. Parker’s consolidated results of operations could be adversely affected if any of its significant customers terminate their contracts with Parker, fail to renew its existing contracts, or do not award new contracts to Parker. Replacing significant customers is difficult, and it is unlikely Parker would be able to replace such a loss in revenue from a single or a few larger customers. The loss of one or more of its larger customers could have a material adverse effect on Parker’s business, financial condition, results of operations and ability to meet its obligations. In addition, if a significant customer experiences liquidity constraints or other financial difficulties it may be unable to make required payments to Parker or seek to renegotiate contracts, which could adversely affect its liquidity and profitability. Financial difficulties experienced by customers could also adversely affect Parker’s utilization rates in the affected market and may cause its counterparties to seek modifications to its contracts with them. Furthermore, potential consolidation among oil and natural gas exploration and production companies may reduce the number of available customers.

Inflation could adversely impact Parker’s ability to control costs, including operating expenses and capital costs.

Although inflation had been relatively low in recent years, it rose significantly in the second half of 2021 and continued through 2023. In addition, global and industry-wide supply chain disruptions have resulted in shortages in labor, materials and services. Such shortages have resulted in inflationary cost increases for labor, materials and services and could continue to cause costs to increase, as well as a scarcity of certain products and raw materials. To the extent inflation remains elevated, Parker may experience further cost increases for its operations, as well as increased labor costs. Parker cannot predict any future trends in the rate of inflation, and a significant increase in inflation could negatively impact its business, financial condition and results of operations.

Parker’s acquisitions, dispositions, and investments may not result in the realization of savings, the creation of efficiencies, the generation of cash or income, or the reduction of risk, which may have a material adverse effect on its liquidity, consolidated results of operations, and consolidated financial condition.

Parker continually seeks opportunities to maximize efficiency and value through various transactions, including purchases or sales of assets, businesses, investments, or joint ventures. These transactions are intended to result in the realization of savings, the creation of efficiencies, the offering of new products or services, the generation of cash or income, or the reduction of risk. These transactions may also affect Parker’s consolidated results of operations.

These transactions also involve risks, and Parker cannot ensure that:

 

•

any acquisitions would result in an increase in income or earnings per share;

 

•

any acquisitions would be successfully integrated into its operations and internal controls;

 

•

the due diligence prior to an acquisition would uncover situations that could result in financial or legal exposure, or that it will appropriately quantify the exposure from known risks;

 

•

any disposition would not result in decreased earnings, revenues, or cash flow;

 

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•

use of cash for acquisitions would not adversely affect its cash available for capital expenditures and other uses;

 

•

any dispositions, investments, acquisitions, or integrations would not divert management resources; or

 

•

any dispositions, investments, acquisitions, or integrations would not have a material adverse effect on its results of operations or financial condition.

Parker’s operations are subject to various governmental laws and regulations which require compliance that can be burdensome and expensive.

Park’s oil and natural gas operations are subject to various federal, state and local governmental regulations that may be changed from time to time in response to economic and political conditions. Matters subject to regulation include discharge permits for drilling operations, drilling bonds, reports concerning operations, the spacing of wells, unitization and pooling of properties and taxation. Failure to comply with these laws and regulations may result in the assessment of sanctions, including administrative, civil or criminal penalties, permit revocations, requirements for additional pollution controls and injunctions limiting or prohibiting some or all of Parker’s operations. Further, these laws and regulations impose strict requirements for water and air pollution control and solid waste management. Significant expenditures may be required to comply with governmental laws and regulations applicable to Parker. Even if federal regulatory burdens temporarily ease, the historic trend of more expansive and stricter environmental legislation and regulations may continue in the long-term, and at the state and local levels.

Regulation of greenhouse gases and climate change could have a negative impact on Parker’s business.

Some scientific studies have suggested that emissions of GHGs may be contributing to warming of the earth’s atmosphere and other climatic changes. Such studies have resulted in increased local, state, regional, national, and international attention and actions relating to issues of climate change and the effect of GHG emissions, particularly emissions from fossil fuels. For example, the Infrastructure Investment and Jobs Act and the IRA include billions of dollars in incentives for the development of renewable energy, clean hydrogen, clean fuels, electric vehicles, investments in advanced biofuels and supporting infrastructure and carbon capture and sequestration. Also, in March 2024, the EPA finalized ambitious rules to reduce harmful air pollutant emissions, including GHGs, from light-, medium-, and heavy-duty vehicles beginning in model year 2027. These incentives and regulations could accelerate the transition of the economy away from the use of fossil fuels towards lower- or zero-carbon emissions alternatives, which could decrease demand for, and in turn the prices of, oil and natural gas and adversely impact Parker’s business. In addition, the IRA imposes the first ever federal fee on the emission of GHGs through a methane emissions charge, which could increase Parker’s operating costs and thereby adversely impact Parker’s business, financial condition and cash flows. In addition, a number of states have either proposed or implemented restrictions on GHG emissions. International accords such as the Paris Agreement may result in additional regulations to control GHG emissions. Other developments focused on restricting GHG emissions include but are not limited to the Kyoto Protocol; the European Union Emission Trading System; the United Kingdom’s Carbon Reduction Commitment; and, in the U.S., the Regional Greenhouse Gas Initiative, the Western Regional Climate Action Initiative, and various state programs. These regulations could also adversely affect market demand or pricing for Parker’s services, by affecting the price of, or reducing the demand for, fossil fuels or providing competitive advantages to competing fuels and energy sources.

Because Parker’s business depends on the level of activity in the oil and natural gas industry, existing or future laws, regulations, treaties, or international agreements related to GHGs and climate change, including incentives to conserve energy or use alternative energy sources, could have a negative impact on Parker’s business if such laws, regulations, treaties, or international agreements reduce the worldwide demand for oil and

 

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natural gas or otherwise result in reduced economic activity generally. In addition, such laws, regulations, treaties, or international agreements could result in increased compliance costs or additional operating restrictions, which may have a negative impact on Parker’s business. In addition to potential impacts on Parker’s business directly or indirectly resulting from climate-change legislation or regulations, Parker’s business also could be negatively affected by climate-change related physical changes or changes in weather patterns. An increase in severe weather patterns could result in damages to or loss of Parker’s rigs, impact Parker’s ability to conduct Parker’s operations and/or result in a disruption of Parker’s customers’ operations.

Restrictions on drilling activities intended to protect certain species of wildlife may adversely affect Park’s ability to conduct drilling activities in some of the areas where Parker operates.

Oil and natural gas operations in Park’s operating areas can be adversely affected by seasonal or permanent restrictions on drilling activities designed to protect various wildlife. Seasonal restrictions may limit Park’s ability to operate in protected areas and can intensify competition for drilling rigs, oilfield equipment, services, supplies and qualified personnel, which may lead to periodic shortages when drilling is allowed. These constraints and the resulting shortages or high costs could delay Park’s operations and materially increase Parker’s operating and capital costs. Permanent restrictions imposed to protect threatened or endangered species could prohibit drilling in certain areas or require the implementation of expensive mitigation measures. The designation of previously unprotected species in areas where Parker operates as threatened or endangered could cause Parker to incur increased costs arising from species protection measures or could result in limitations on Parker’s drilling activities.

Parker is regularly involved in litigation, some of which may be material.

Parker is regularly involved in litigation, claims, and disputes incidental to its business, which at times may involve claims for significant monetary amounts, some of which would not be covered by insurance. Parker undertakes all reasonable steps to defend itself in such lawsuits. Nevertheless, Parker cannot predict the ultimate outcome of such lawsuits and any resolution which is adverse to it could have a material adverse effect on its financial condition.

Increased regulation of hydraulic fracturing could result in reductions or delays in drilling and completing new oil and natural gas wells, which could adversely impact the demand for rental tools.

Hydraulic fracturing is a process sometimes used in the completion of oil and natural gas wells whereby water, other liquids, sand, and chemicals are injected under pressure into subsurface formations to stimulate natural gas and, oil production. Various governmental entities (within and outside the United States) are in the process of studying, restricting, regulating, or preparing to regulate hydraulic fracturing, directly and indirectly. Many state governments require the disclosure of chemicals used in the fracturing process and, due to concerns raised relating to potential impacts of hydraulic fracturing, including on groundwater quality and seismic activity, legislative and regulatory efforts at the federal level and in some state and local jurisdictions have been initiated to render permitting and compliance requirements more stringent for hydraulic fracturing or prohibit the activity altogether. Parker does not directly engage in hydraulic fracturing activities. However, these and other developments could cause operational delays or increased costs in exploration and production, which could adversely affect the demand for Parker’s rental tools.

Parker’s operations are subject to cyber-attacks or other cyber incidents that could have a material adverse effect on its business, consolidated results of operations, and consolidated financial condition.

Parker’s operations are increasingly dependent on information technologies and services, whether such systems are its own or those of its vendors, service providers or customers. Threats to information technology systems associated with cybersecurity risks and cyber incidents or attacks continue to grow, and include, among other things, storms and natural disasters, terrorist attacks, utility outages, theft, viruses, phishing, malware, design defects, human error, and complications encountered as existing systems are maintained, repaired,

 

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replaced, or upgraded. The techniques and sophistication used to conduct cyberattacks and compromise information technology infrastructure, as well as the sources and targets of these attacks, change and are often not recognized until such attacks are launched or have been in place for some time. In addition, there has been an increase in state-sponsored cyberattacks, which are often conducted by capable, well-funded groups. The rapid evolution and increased adoption of artificial intelligence technologies amplifies these concerns.

Risks associated with these threats include, among other things:

 

•

theft or misappropriation of funds;

 

•

loss, corruption, or misappropriation of intellectual property, or other proprietary, confidential or personally identifiable information (including customer, supplier, or employee data);

 

•

disruption or impairment of Parker’s and its customers’ business operations and safety procedures;

 

•

damage to Parker’s reputation with its customers and the market;

 

•

the perception of Parker’s products or services as having security vulnerabilities;

 

•

exposure to litigation and legal and regulatory costs;

 

•

loss or damage to Parker’s worksite data delivery systems; and

 

•

increased costs to prevent, respond to or mitigate cybersecurity events.

Any perceived or actual electronic or physical security breach involving the misappropriation, loss, or other unauthorized disclosure of confidential or personally identifiable information, including penetration of Parker’s systems security, whether by it or by a third party, could disrupt its business, damage its reputation and its relationships with its customers or employees, expose Parker to risks of litigation, significant fines and penalties and liability, result in the deterioration of its customers’ and employees’ confidence in Parker, and adversely affect its business, results of operations and financial condition. Although Parker utilizes various procedures and controls to mitigate its exposure to such risk, cybersecurity attacks and other cyber events are evolving and unpredictable. Moreover, Parker has no control over the information technology systems of its customers, suppliers, and others with which its systems may connect and communicate. As a result, the occurrence of a cyber incident could go unnoticed for a period time.

Parker cannot ensure that its cybersecurity insurance will be sufficient to cover any particular losses it may experience as a result of such cyberattacks. Any breach in the security of its information systems or those of its service providers could lead to an interruption in the operation of its systems or loss, disclosure or misappropriation of its business information or other unintended consequences. Such cyber incidents could have a material adverse effect on Parker’s business, financial condition and results of operations.

 

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THE COMPANIES

Nabors Industries Ltd.

Nabors owns and operates one of the world’s largest land-based drilling rig fleets and is a provider of offshore platform rigs in the United States and international markets. Nabors also provides performance tools, directional drilling services, tubular running services and innovative technologies for its own rig fleet and those operated by third parties. In addition, Nabors manufactures advanced drilling equipment and provides drilling rig instrumentation. Nabors also has a portfolio of technologies designed to drive energy efficiency and emissions reductions on its rigs and for its third-party customers. In today’s performance-driven environment, Nabors believes it is well positioned to seamlessly integrate downhole hardware, surface equipment and software solutions into its AC rig designs. Leveraging its advanced drilling automation capabilities, Nabors’ highly skilled workforce continues to set new standards for operational excellence and transform its industry.

With operations in over 15 countries, Nabors is a global provider of drilling and drilling-related services for land-based and offshore oil and natural gas wells, with a fleet of rigs and drilling-related equipment which, as of December 31, 2023, included:

 

•

291 actively marketed rigs for land-based drilling operations in the United States and various countries throughout the world; and

 

•

8 actively marketed rigs for offshore platform drilling operations in the United States and multiple international markets.

Nabors’ common stock is traded on the NYSE under the symbol “NBR.”

The principal executive offices of Nabors are located at Crown House, Second Floor, 4 Par-la-Ville Road, Hamilton, HM 08, Bermuda, and Nabors’ telephone number is (441) 292-1510.Additional information about Nabors and its subsidiaries is included in documents incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information”.

Parker Drilling Company

Parker was established as “Parker Drilling Company” in 1934 and later incorporated in the state of Delaware in 1976.

Parker is an integrated service provider of advanced wellbore construction solutions for transitioning energy markets. Its global technology-enabled products and services optimize performance and minimize risk to both hydrocarbon and energy transition applications, including geothermal, well abandonment, and CCS markets. Parker has operated in over 60 countries since beginning operations in 1934, making it among the most geographically experienced drilling contractors and rental tools providers in the world. It currently has operations in 14 countries. Parker has participated in numerous world records for deep and extended-reach drilling and is an industry leader in quality, health, safety and environmental practices.

Parker’s business is comprised of two main business lines: (1) rental tools services and (2) drilling services.

The principal executive offices of Parker are located at 2103 CityWest Blvd., Suite 400, Houston, Texas 77042, and Parker’s telephone number is (281) 406-2000. For more information about Parker, see the section titled “Information about Parker.”

Nabors SubA Corporation

Nabors SubA Corporation (“Merger Sub”), a wholly owned subsidiary of Nabors, is a Delaware corporation that was formed on September 26, 2024 for the sole purpose of effecting the merger. In the merger, Merger Sub will be merged with and into Parker, with Parker surviving the merger as a wholly owned subsidiary of Nabors.

 

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THE NABORS SPECIAL GENERAL MEETING

This joint proxy statement/prospectus is being provided to the Nabors shareholders as part of a solicitation of proxies by the Nabors board of directors for use at the Nabors special general meeting to be held at the time and place specified below and at any properly convened meeting following an adjournment or postponement thereof. This joint proxy statement/prospectus provides Nabors shareholders with information they need to know to be able to vote or instruct their vote to be cast at the Nabors special general meeting.

Date, Time and Place

The special general meeting of Nabors shareholders will be held virtually via the Nabors special general meeting website at [   ] Central Time on [   ], unless adjourned or postponed.

Purpose of the Nabors Special General Meeting

At the Nabors special general meeting, Nabors shareholders will be asked to consider and vote on the following:

 

•

the Nabors share issuance proposal; and

 

•

the Nabors adjournment proposal.

Completion of the merger is conditioned on approval of the Nabors share issuance proposal.

Recommendation of the Nabors Board of Directors

The Nabors board of directors unanimously (i) determined that the merger agreement and the transactions are advisable, and in the best interests of, Nabors and its shareholders, (ii) authorized the execution and delivery of the merger agreement and the transaction documents and approved and declared advisable the consummation of the transactions, including the merger, (iii) directed that the merger agreement and the merger be submitted for the consideration of the Nabors shareholders and (iv) resolved to recommend that the Nabors shareholders approve the issuance of Nabors common shares in connection with the merger on the terms and subject to the conditions set forth in the merger agreement. The Nabors board of directors unanimously recommends that Nabors shareholders vote “FOR” the Nabors share issuance proposal and “FOR” the Nabors adjournment proposal.

Nabors shareholders should read carefully this joint proxy statement/prospectus—including any documents incorporated by reference—and the Annexes in their entirety for more detailed information concerning the merger and the other transactions.

Nabors Record Date; Shareholders Entitled to Vote

The record date for the Nabors special general meeting is [  ]. Only record holders of Nabors common shares at the close of business on the Nabors record date are entitled to notice of, and to vote at, the Nabors special general meeting. At the close of business on the record date, Nabors’ only outstanding class of voting securities was the Nabors common shares, and [  ] Nabors common shares were issued and outstanding, including [  ] Nabors common shares held by Nabors’ subsidiaries and [  ] Nabors common shares owned by Nabors’ directors and executive officers. A list of the Nabors shareholders of record who are entitled to vote at the Nabors special general meeting will be available for inspection by any Nabors shareholder for any purpose germane to the special general meeting during ordinary business hours for the ten days preceding the Nabors special general meeting at the offices of Nabors Industries Ltd. at Crown House, 2nd Floor, 4 Par-la-Ville Road, Hamilton, HM08, Bermuda and during the Nabors special general meeting on the Nabors special general meeting website.

 

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Each common share of Nabors issued and outstanding on the Nabors record date is entitled to one vote on each proposal and any other matter coming before the Nabors special general meeting.

Voting by Nabors’ Directors and Executive Officers

At the close of business on the Nabors record date, Nabors directors and executive officers were entitled to vote approximately [ ]% of the Nabors common shares issued and outstanding on that date. The Nabors directors and executive officers are currently expected to vote their shares in favor of all Nabors proposals.

Quorum

No business may be transacted at the Nabors special general meeting unless a quorum is present. Shareholders who hold shares representing at least a majority of the voting power of all issued and outstanding Nabors common shares entitled to vote at the Nabors special general meeting must be present virtually or represented by proxy to constitute a quorum. If a quorum is not present at the Nabors special general meeting, or if a quorum is present at the Nabors special general meeting but there are not sufficient votes at the time of the Nabors special general meeting to approve the Nabors share issuance proposal, then the chairman of the meeting has the power to adjourn the meeting, or, alternatively, Nabors shareholders may be asked to vote on the Nabors adjournment proposal. No notice of an adjourned meeting need be given unless the date, time and place of the resumption of the meeting are not announced at the adjourned meeting, the adjournment is for more than 30 days, or, if after the adjournment, a new record date is fixed for the adjourned meeting, in which cases a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the Nabors special general meeting. At any adjourned meeting, all proxies will be voted in the same manner as they would have been voted at the original convening of the Nabors special general meeting, except for any proxies that have been effectively revoked or withdrawn prior to the adjourned meeting.

All Nabors common shares represented at the Nabors special general meeting, including shares that are represented but that vote to abstain from voting on one or more proposals, will be treated as present for purposes of determining the presence of a quorum.

Required Vote

The required votes to approve the Nabors proposals are as follows:

 

•

the Nabors share issuance proposal requires the affirmative vote of a majority of the Nabors common shares present virtually or represented by proxy at the Nabors special general meeting and entitled to vote on the proposal, assuming a quorum is present. Each Nabors common share issued and outstanding on the record date for the Nabors special general meeting is entitled to one vote on this proposal. Assuming a quorum is present, broker non-votes (if any) and shares that are not present virtually or by proxy will have no effect on the vote for this proposal; however, abstentions will have the same effect as a vote “AGAINST” the approval of such proposal.

 

•

the Nabors adjournment proposal requires the affirmative vote of a majority of the Nabors common shares present virtually or represented by proxy at the Nabors special general meeting and entitled to vote on the proposal, regardless of whether there is a quorum. Each Nabors common share issued and outstanding on the record date for the Nabors special general meeting is entitled to one vote on this proposal. Broker non-votes (if any) and shares that are not present virtually or by proxy will have no effect on the vote for this proposal; however, abstentions will have the same effect as a vote “AGAINST” the approval of such proposal.

 

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Voting of Proxies by Holders of Record

If you were a record holder of Nabors common shares at the close of business on the record date for the Nabors special general meeting, a proxy card is enclosed for your use. Nabors requests that you vote your shares as promptly as possible by (i) accessing the internet site listed on the Nabors proxy card, (ii) calling the toll-free number listed on the Nabors proxy card or (iii) submitting your Nabors proxy card by mail by using the provided self-addressed, stamped envelope. Information and applicable deadlines for voting through the internet or by telephone are set forth on the enclosed proxy card. When the accompanying proxy is returned properly executed, the Nabors common shares represented by it will be voted at the Nabors special general meeting in accordance with the instructions contained in the proxy card. Your internet or telephone vote authorizes the named proxies to vote your shares in the same manner as if you had marked, signed and returned a proxy card.

If a proxy is returned without an indication as to how the Nabors common shares represented are to be voted with regard to a particular proposal, the Nabors common shares represented by the proxy will be voted in accordance with the recommendation of the Nabors board of directors and, therefore, “FOR” the Nabors share issuance proposal and “FOR” the Nabors adjournment proposal.

At the date hereof, the Nabors board of directors has no knowledge of any business that will be presented for consideration at the Nabors special general meeting and that would be required to be set forth in this joint proxy statement/prospectus or the related proxy card other than the matters set forth in Nabors’ Notice of Special General Meeting of Shareholders. If any other matter is properly presented at the Nabors special general meeting for consideration, it is intended that the persons named in the enclosed form of proxy and acting thereunder will vote in accordance with their best judgment on such matter.

Your vote is important. Accordingly, if you were a record holder of Nabors common shares on the Nabors record date, please sign and return the enclosed proxy card or vote via the internet or telephone regardless of whether you plan to attend the Nabors special general meeting virtually. Proxies submitted through the specified internet website or by phone must be received by [  ], Central Time, on [  ] to ensure that the proxies are voted.

Shares Held in Street Name

If you hold Nabors common shares through a broker, bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” The “record holder” of such shares is your broker, bank or other nominee, and not you, and you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in street name without the meeting control number located on the voting instructions provided by your bank, broker or other nominee and meeting password located on your proxy card. Furthermore, brokers, banks or other nominees who hold Nabors common shares on behalf of their customers may not give a proxy to Nabors to vote those shares without specific instructions from their customers.

If you are a Nabors shareholder and you do not instruct your broker, bank or other nominee on how to vote your Nabors common shares, your broker, bank or other nominee may not vote your shares on any of the Nabors proposals.

Voting Virtually

If you plan to attend the Nabors special general meeting virtually and wish to vote virtually, you will need the meeting control number and meeting password located on your proxy card. If your shares are held in “street name,” through a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished by such bank, broker or other nominee.

 

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Revocation of Proxies

If you are the record holder of Nabors common shares, you can change your vote or revoke your proxy at any time before the beginning of the Nabors special general meeting. You can do this by:

 

•

timely delivering a signed written notice of revocation to the Corporate Secretary in person or the Company’s principal executive offices at Crown House, 2nd Floor, 4 Par-la-Ville Road, Hamilton, HM08, Bermuda or by mail to P.O. Box HM3349, Hamilton, HMPX Bermuda;

 

•

timely delivering a new, valid proxy bearing a later date (including by telephone or through the internet); or

 

•

attending the Nabors special general meeting and voting virtually via the Nabors special general meeting website, which will automatically cancel any proxy previously given.

Please note that merely attending the Nabors special general meeting virtually without voting will not revoke any proxy that you have previously given or change your vote. If your shares are held in “street name” through a broker, bank or other nominee and you deliver voting instructions to the record holder of those shares, please follow the instructions by your bank, broker or other nominee to change your vote.

Solicitation of Proxies

Nabors is soliciting proxies for the Nabors special general meeting from its shareholders. In accordance with the merger agreement, Nabors will pay its own cost of soliciting proxies from its shareholders, including the cost of mailing this joint proxy statement/prospectus. In addition to solicitation of proxies by mail, proxies may be solicited by Nabors’ officers, directors and regular employees, without additional remuneration, by personal interview, telephone or other means of communication.

Nabors will make arrangements with brokerage houses, custodians, nominees and fiduciaries to forward proxy solicitation materials to beneficial owners of Nabors common shares. Nabors may reimburse these brokerage houses, custodians, nominees and fiduciaries for their reasonable expenses incurred in forwarding the proxy materials.

To help ensure the presence virtually or by proxy of the holders of the largest number of Nabors common shares possible, Nabors has engaged Georgeson LLC (“Georgeson”), a proxy solicitation firm, to solicit proxies on Nabors’ behalf. Nabors has agreed to pay Georgeson a proxy solicitation fee not to exceed $30,000. Nabors will also reimburse Georgeson for its reasonable out-of- pocket costs and expenses.

Adjournments

The Nabors special general meeting may be adjourned from time to time by the chairman of the Nabors special general meeting, by a majority vote of the Nabors board of directors or by the affirmative vote of a majority of the Nabors common shares, present virtually or by proxy at the Nabors special general meeting and entitled to vote thereon, regardless of whether there is a quorum, without further notice other than by an announcement made at the Nabors special general meeting. If a quorum is not present at the Nabors special general meeting, or if a quorum is present at the Nabors special general meeting but there are not sufficient votes at the time of the Nabors special general meeting to approve Nabors share issuance proposal, then Nabors shareholders may be asked to vote on the Nabors adjournment proposal in order to permit the further solicitation of proxies.

 

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THE PARKER SPECIAL MEETING

This joint proxy statement/prospectus is being provided to the Parker stockholders as part of a solicitation of proxies by the Parker board of directors for use at the Parker special meeting to be held at the time and place specified below and at any properly convened meeting following an adjournment or postponement thereof. This joint proxy statement/prospectus provides Parker stockholders with information they need to know to be able to vote or instruct their vote to be cast at the Parker special meeting.

Date, Time and Place

The special meeting of Parker stockholders will be held virtually via the Parker special meeting website at [  ] Central Time on [  ], unless adjourned or postponed.

Purpose of the Parker Special Meeting

At the Parker special meeting, Parker stockholders will be asked to consider and vote on the following:

 

•

the Parker merger proposal; and

 

•

the Parker adjournment proposal.

Completion of the merger is conditioned on approval of the Parker merger proposal.

Recommendation of the Parker Board of Directors

The Parker board of directors unanimously determined that the merger agreement and the transactions are advisable, fair to, and in the best interests of Parker and its stockholders, authorized the execution and delivery of the merger agreement and the other transaction documents and approved, directed that the merger agreement and the other transaction documents be submitted for the consideration of Parker stockholders and declared advisable the consummation of the transactions and resolved to recommend that the holders of Parker common stock approve and adopt the merger agreement and the transactions. The Parker board of directors unanimously recommends that Parker stockholders vote “FOR” the Parker merger proposal and “FOR” the Parker adjournment proposal.

Parker stockholders should read carefully this joint proxy statement/prospectus—including any documents incorporated by reference—and the Annexes in their entirety for more detailed information concerning the merger and the transactions.

Parker Record Date; Stockholders Entitled to Vote

The Parker board of directors has fixed the close of business on [    ] as the Parker record date. Only Parker stockholders of record as of the Parker record date are entitled to receive notice of, and to vote at, the Parker special meeting. A complete list of such stockholders will be available for inspection by Parker stockholders for any purpose germane to the Parker special meeting during ordinary business hours for the ten days preceding the Parker special meeting at the offices of Parker located at 2103 CityWest Blvd., Suite 400, Houston, TX 77042 and during the Parker special meeting on the Parker special meeting website.

Each share of Parker common stock outstanding on the Parker record date is entitled to one vote on each proposal and any other matter coming before the Parker special meeting.

 

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Voting by Parker’s Directors and Executive Officers

At the close of business on the Parker record date, Parker directors and executive officers were entitled to vote [  ] shares of Parker common stock or approximately [ ]% of the Parker common stock outstanding on that date. The Parker directors and executive officers are currently expected to vote their shares in favor of all Parker proposals.

Voting by Parker’s Supporting Stockholders

Concurrently with the execution of the merger agreement, the supporting stockholders entered into a voting and support agreement with Nabors, pursuant to which the supporting stockholders have agreed, among other things, vote their shares of Parker common stock in favor of Parker merger proposal. The supporting stockholders owned approximately 85.04% of the outstanding shares of Parker common stock as of the date of the voting and support agreement.

Quorum

No business may be transacted at the Parker special meeting unless a quorum is present. Stockholders who hold shares of Parker common stock representing at least a majority of the voting power of all outstanding Parker common stock entitled to vote at the meeting of Parker stockholders must be present virtually (via the Parker special meeting website) or represented by proxy to constitute a quorum. If a quorum is not present at the special meeting, or if a quorum is present at the special meeting but there are not sufficient votes at the time of the Parker special meeting to approve the Parker merger proposal, then the chairman of the meeting has the power to adjourn the meeting, or, alternatively, Parker stockholders may be asked to vote on the Parker adjournment proposal. No notice of an adjourned meeting need be given unless the date, time and place of the resumption of the meeting are not announced at the adjourned meeting, the adjournment is for more than 30 days or, if after the adjournment, a new record date is fixed for the adjourned meeting, in which case a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting. At any adjourned meeting, all proxies will be voted in the same manner as they would have been voted at the original convening of the Parker special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the adjourned meeting.

All shares of Parker common stock represented and entitled to vote at the Parker special meeting, including shares that are represented but that vote to abstain from voting on one or more proposals, will be treated as present for purposes of determining the presence of a quorum.

Required Vote

The required votes to approve the Parker proposals are as follows:

 

•

the Parker merger proposal requires the affirmative vote of a majority of the outstanding shares of Parker common stock entitled to vote on such proposal. Each share of Parker common stock outstanding on the record date for the Parker special meeting is entitled to one vote on this proposal. Shares that are not present virtually (via the Parker special meeting website) or by proxy, abstentions and broker non-votes (if any) will have the same effect as a vote “AGAINST” the approval of such proposal.

 

•

the Parker adjournment proposal requires the affirmative vote of a majority of the votes cast on the proposal. Each share of Parker common stock outstanding on the record date for the Parker special meeting is entitled to one vote on this proposal. Shares that are not present virtually (via the Parker special meeting website) or by proxy, abstentions and broker non-votes (if any) will have no effect on the vote for this proposal.

 

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Voting of Proxies by Holders of Record

If you were a record holder of Parker common stock at the close of business on the Parker record date, a proxy card is enclosed for your use. Parker requests that you vote your shares as promptly as possible by (i) accessing the internet site listed on the Parker proxy card, (ii) calling the toll-free number listed on the Parker proxy card or (iii) submitting your Parker proxy card by mail by using the provided self-addressed, stamped envelope. Information and applicable deadlines for voting through the internet or by telephone are set forth on the enclosed proxy card. When the accompanying proxy card is returned properly executed, the shares of Parker common stock represented by it will be voted at the Parker special meeting in accordance with the instructions contained in the proxy card. Your internet or telephone vote authorizes the named proxies to vote your shares in the same manner as if you had marked, signed and returned a proxy card.

If a proxy card is returned without an indication as to how the shares of Parker common stock represented are to be voted with regard to a particular proposal, the shares of Parker common stock represented by the proxy will be voted in accordance with the recommendation of the Parker board of directors and, therefore, “FOR” the Parker merger proposal and “FOR” the Parker adjournment proposal.

At the date hereof, the Parker board of directors has no knowledge of any business that will be presented for consideration at the Parker special meeting and that would be required to be set forth in this joint proxy statement/prospectus or the related proxy card other than the matters set forth in Parker’s Notice of Special Meeting of Stockholders. If any other matter is properly presented at the Parker special meeting for consideration, it is intended that the persons named in the enclosed form of proxy and acting thereunder will vote in accordance with their best judgment on such matter.

Your vote is important. Accordingly, if you were a record holder of Parker common stock on the Parker record date, please sign and return the enclosed proxy card or vote via the internet or telephone regardless of whether you plan to attend the Parker special meeting virtually. Proxies submitted through the specified internet website or by phone must be received by [  ], Central Time, on [  ] to ensure that the proxies are voted.

Shares Held in Street Name

If you hold Parker common stock through a broker, bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” The “record holder” of such shares is your broker, bank or other nominee, and not you, and you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in street name by returning a proxy card directly to Parker or by voting virtually (via the Parker special meeting website) at the Parker special meeting unless you have a “legal proxy,” which you must obtain from your broker, bank or other nominee. Furthermore, brokers, banks or other nominees who hold shares of Parker common stock on behalf of their customers may not give a proxy to Parker to vote those shares without specific instructions from their customers.

If you are a Parker stockholder and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee may not vote your shares on any of the Parker proposals.

Voting Virtually

You will be able to attend the Parker special meeting virtually, as well as vote and submit your questions during the live webcast of the meeting, by visiting [  ] and entering the 16-digit control number included on your proxy card or voting instruction form that accompany your proxy materials from your specific bank/broker.

 

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Revocation of Proxies

If you are the record holder of Parker common stock, you can change your vote or revoke your proxy at any time before the beginning of the Parker special meeting. You can do this by:

 

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giving written notice to Parker’s corporate secretary;

 

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delivering a valid, later-dated proxy or a later-dated vote by telephone or on the internet in a timely manner; or

 

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voting virtually at the Parker special meeting.

A registered stockholder may revoke a proxy by any of these methods, regardless of the method used to deliver the stockholder’s previous proxy. Written notices of revocation and other communications with respect to the revocation of proxies should be addressed as follows:

2103 CityWest Blvd., Suite 400

Houston, TX 77042

Telephone: (281) 406-2000

Attention: Corporate Secretary

If your shares are held in “street name” through a broker, bank or other nominee and deliver voting instructions to the record holder of those shares, you may only revoke the voting of those shares in accordance with your instruction if the record holder revokes the original proxy as directed above and either resubmits a proxy reflecting your voting instructions or delivers to you a legal proxy giving you the right to vote the shares.

Adjournments

The Parker special meeting may be adjourned from time to time by the chairman of the Parker special meeting, whether or not there is a quorum. If a quorum is not present at the Parker special meeting, or if a quorum is present at the Parker special meeting but there are not sufficient votes at the time of the special meeting to approve the Parker merger proposal, then Parker stockholders may be asked to vote on the Parker adjournment proposal in order to permit the further solicitation of proxies. No notice of an adjourned meeting need be given unless the date, time and place of the resumption of the meeting are not announced at the adjourned meeting, the adjournment is for more than 30 days or, if after the adjournment, a new record date is fixed for the adjourned meeting, in which case a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the Parker special meeting.

 

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THE MERGER

Effects of the Merger

At the effective time, Merger Sub, a wholly owned subsidiary of Nabors that was formed for the sole purpose of effecting the merger, will merge with and into Parker. Parker will survive the merger and become a wholly owned subsidiary of Nabors.

In the merger, each share of Parker common stock outstanding immediately prior to the effective time, other than shares owned by Parker and its wholly owned subsidiaries, shares owned by Nabors or Merger Sub and shares for which appraisal rights held by Parker stockholders have been perfected, will be converted at the effective time into the right to receive a number of Nabors common shares based upon the per share merger consideration, and cash (without interest) paid (i) if the Closing Price is lower than the Lower Collar Price; (ii) in lieu of fractional shares and (iii) in connection with the right to receive cash consideration in connection with the disbursement of the Barge Rig Holdback Amount. After the closing, Nabors shareholders will continue to hold their existing Nabors common shares.

Background of the Merger

The management and boards of directors of both Nabors and Parker regularly review the performance, strategy, competitive position, opportunities and prospects of their respective companies, in light of the current macroeconomic environment and developments in the oil and gas sector. As part of this review, Nabors has considered strategic acquisitions on an opportunistic basis from time to time. As described below, Parker pursued a sales process, the outcome of which was the election to proceed in a merger with Nabors.

Nabors and Parker are well known to each other through industry connections. The Nabors board of directors viewed Parker as a strong merger partner because, among other things, the combined company would have a more diversified client mix, additional service offerings, increased geographical diversity, and improved financial flexibility from improved leverage metrics. In addition, the merger would result in cost savings in future years through the elimination of duplicate administrative responsibilities and the opportunity for additional revenue generation opportunities by providing customers with a wider range of services.

In February of 2023, the Finance & Strategic Planning committee of the Parker board of directors (the “F&SP Committee”) authorized the launch of the Parker sales process. Thereafter, Moelis & Company (“Moelis”), financial advisor to Parker, approached Nabors to assess Nabors’ interest in potentially acquiring an oil field services company that provides rental tools, drilling, and well construction services. In March 2023, Nabors executed a non-disclosure agreement with Parker and subsequently received a confidential information memorandum from Moelis. In late March 2023, the Parker board of directors, Parker management and Moelis discussed postponing the formal sales process in light of unfavorable market conditions. In April 2023, Nabors met with Moelis to discuss Parker and the opportunity, and the Parker board of directors and Parker management further discussed the sales process in light of market conditions. In June 2023, Moelis presented an update to the Parker board of directors and Parker management on the sales process, including updates regarding various potential counterparties (including Nabors). During its July 2023 meeting, the Nabors board of directors discussed several potential acquisition candidates, and as one option Nabors’ management provided the board of directors with an overview of Parker and the potential benefits of a transaction. Subsequently, Moelis informed Nabors that Parker’s exploratory sales process had been tabled due to overall poor market conditions, with the potential to restart at a later date.

In September 2023, Moelis and Parker management provided another update to the Parker board of directors regarding the macroeconomic environment and other considerations. In November 2023, Moelis presented an illustrative process timeline for a potential re-launch of the Parker sales process and certain potential bidders to target in such process (including Nabors). Parker also formally re-engaged Moelis as financial advisor for the Parker sales process at the end of 2023.

 

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On January 10, 2024, Moelis and Parker management presented an update to the F&SP Committee on the potential re-launch of the Parker sales process and related discussions. In February 2024, Moelis contacted Nabors and conveyed that Parker’s owners were seeking to monetize their stake in Parker, but that Parker was not yet conducting a broad sales process. Nabors indicated it was interested in evaluating Parker on a negotiated basis.

On March 1, 2024, and April 15, 2024, Moelis presented updates to the F&SP Committee and Parker management regarding its discussions with certain potential bidders for Parker (including, but not limited to, Nabors).

On March 8, 2024, Moelis presented an update to the Parker board of directors and Parker management on the Parker sales process and related discussions with potential bidders.

On April 17, 2024, the parties entered into a mutual non-disclosure agreement, which contained customary provisions relating to the sharing of non-public information in connection with the preliminary due diligence and evaluation of a potential business combination, as well as customary standstill restrictions. Shortly thereafter, Moelis shared an updated confidential information memorandum, financial model and quality of earnings workbook with Nabors and discussed arrangements for a management presentation by Parker to Nabors.

On April 26, 2024, Nabors held an initial call with Moelis to discuss the potential transaction including a preliminary timeline and immediate next steps. That same day, Nabors contacted Intrepid Financial Partners (“Intrepid”), seeking to engage them to act as the financial advisor to Nabors with respect to a potential business combination with Parker. Nabors and Intrepid executed an engagement letter on May 9, 2024.

On April 29, 2024, Parker management presented an update to the Parker board of directors on the Parker sales process and related discussions.

On May 6, 2024, Intrepid held initial calls with Moelis to discuss the potential valuation of Parker and the form of consideration in a potential business combination between the two companies. That same day, Moelis populated a virtual dataroom to facilitate the exchange of diligence information related to Parker. Nabors, with assistance from Intrepid, began conducting preliminary due diligence of Parker’s business and financial information in preparation for a forthcoming management presentation to be given by Parker.

Between May 6, 2024, and May 23, 2024, Intrepid and Moelis held several calls to discuss progress on the diligence request information.

On May 23, 2024, Nabors, Intrepid and Moelis attended a management presentation held by Parker at the offices of Moelis, where Parker presented information about Parker’s business, operations, management, product and service portfolio, and financials, as well as a high-level summary regarding potential cost synergies from a business combination between Nabors and Parker.

On May 24, 2024, Moelis and Parker management presented an update to the Parker board of directors on the Parker sales process and related discussions.

On May 28, 2024, Intrepid and Moelis participated in a teleconference regarding the potential terms of a business combination between Nabors and Parker. Intrepid indicated that Nabors was in the process of preparing a letter proposing such a transaction.

On June 4, 2024, following discussions among Nabors’ management team and Intrepid, and believing a potential business combination with Parker would be a strategically beneficial transaction for Nabors and its shareholders, Anthony G. Petrello, Nabors’ Chairperson, President and Chief Executive Officer, sent a letter to Sandy Esslemont, President and Chief Executive Officer of Parker, proposing a merger transaction whereby Nabors would issue 4,600,000 Nabors common shares to shareholders of Parker in order to acquire 100% of the outstanding shares of Parker’s common stock.

 

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On June 7, 2024, Moelis, Parker management, and the F&SP Committee discussed an overview of Nabors’ proposal (including the economics thereof), the illustrative benefits of such potential transaction to Parker shareholders (including equity value uplift), and an overview of Nabors and its market metrics. Moelis, Parker management, and the F&SP Committee also discussed a proposed counteroffer to Nabors’ proposal, including an increase of the pro forma equity ownership of Parker stockholders in Nabors to approximately 40%.

Between June 10, 2024, through transaction announcement on October 15, 2024, Intrepid and Moelis held several discussions regarding the transaction.

On June 14, 2024, Moelis, Parker management and the F&SP Committee discussed further a counterproposal from Parker to Nabors that would result in former Parker stockholders receiving 42% of outstanding common shares of the combined company and, on June 17, 2024, Mr. Esslemont sent Mr. Petrello a reply letter with such counterproposal. The letter also requested the addition of two Parker representatives to the board of directors of the combined company.

Nabors’ management team and Intrepid reviewed and discussed Mr. Esslemont’s counterproposal, concluding that the terms did not fairly reflect the relative values of the two companies. On June 19, 2024, Intrepid communicated this position to Moelis and informed them that Nabors was preparing a letter terminating negotiations. Moelis requested that Nabors delay sending such letter to provide Moelis time to review with Parker the status of discussions, and Moelis and Intrepid engaged in further discussion regarding the potential terms of a transaction.

On June 21, 2024, following internal discussions between Nabors management and Intrepid, Nabors authorized Intrepid to submit a verbal counterproposal to Moelis, proposing a merger transaction whereby Nabors would issue an aggregate of 4,800,000 Nabors common shares to stockholders of Parker to acquire 100% of the outstanding shares of Parker common stock.

Between June 22, 2024, and June 28, 2024, Intrepid and Moelis discussed the latest proposal from Nabors. During these discussions, Moelis discussed using the proceeds from the in-process sale of one of Parker’s barge rigs to effectively increase the consideration paid to Parker stockholders, if received prior to closing. In addition, Intrepid indicated that Nabors was considering modifying the structure of its proposal to include a collar.

On June 28, 2024, Moelis, Parker management, and the F&SP Committee discussed a counteroffer proposing a merger transaction whereby Parker stockholders would receive, in the aggregate, (i) 4,800,000 Nabors common shares, plus (ii) the proceeds of the pending barge rig sale by Parker, expected to be $30 million. The proposal also included a termination fee of $25 million payable to Parker if the transaction failed to close and a lock-up whereby 60% of Nabors common shares issued to Parker stockholders could not be traded for the first 90 days following closing of the merger transaction. Following the F&SP Committee meeting, on behalf of Parker, Moelis sent Intrepid a summary term sheet reflecting this counteroffer.

On July 9, 2024, following discussions among Nabors management and members of the Nabors board of directors, including an assessment of Parker’s June 28th proposal, Nabors sent a letter responding to Parker’s June 28th term sheet, which attached a term sheet detailing Nabors’ counterproposal. The term sheet proposed the issuance of 4,800,000 Nabors common shares as consideration in a combination of Nabors and Parker, subject to a collar providing that: (x) if the volume weighted average price for Nabors common shares over the 15 trading days ending five days prior to closing exceeded $88.35 (a share price 25 percent above the $71.16 closing share price of June 28, 2024), the number of Nabors common shares issued would be reduced so the aggregate value of the issued shares equalled $426,960,000; and (y) if the volume weighted average price for Nabors common shares over the 15 trading days ending five days prior to closing was less than $53.37 (a share price 25 percent below the $71.16 closing share price of June 28, 2024), in addition to the shares of Nabors common stock, Nabors would pay a cash amount such that the aggregate value of the merger consideration

 

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equalled $256,176,000. The term sheet also provided, among other things, that: (1) any proceeds from the Parker barge rig sales received prior to closing would be paid to Parker stockholders, but all other cash generated after June 30,2024 would remain with Parker and for the ultimate benefit of the combined company; (2) to the extent net debt of Parker at closing exceeded $105 million, consideration would be adjusted downwards; (3) at Closing, Nabors would cover up to $22.5 million of Parker’s transaction expenses; (4) each party would pay the other a $10 million termination fee if it failed to close after satisfaction or waiver of all applicable closing conditions; (5) certain Parker stockholders would execute a lock-up agreement whereby 60% of Nabors common shares it received could not be traded for the first 90 days following closing of the merger transaction, and a post-closing voting agreement where it would agree to vote its Nabors common shares as directed by the Nabors board of directors; and (6) Nabors and Parker would enter into an exclusive negotiating period through September 30, 2024.

On July 10, 2024, Parker management sent a note to the F&SP Committee with its observations regarding Nabors’ July 9, 2024 counterproposal.

On July 11, 2024, Moelis, Parker management, and the F&SP Committee discussed and, on July 14, 2024, Moelis delivered to Nabors and Intrepid a revised draft of the term sheet from Parker that, among other things, eliminated the collar, increased the expense reimbursement to $25 million, provided for a $20 million termination fee payable by Nabors if its shareholders failed to approve the transaction, and added a termination right for Parker if Nabors’ stock underperformed a specified index by more than 15% following the closing.

Between July 14, 2024 and July 30, 2024, Nabors, Parker, Intrepid and Moelis engaged in multiple discussions regarding the terms of the potential business combination.

On July 18, 2024, the F&SP Committee and Parker management held further discussions regarding the terms of the potential business combination. On July 25, 2024, the Parker board of directors and Parker management held further discussions regarding the terms of the potential business combination.

On July 25, 2024, the board of directors of Nabors held an in-person meeting in Bermuda to discuss the potential transaction. In attendance at the meeting were certain senior officers of Nabors and Intrepid and Milbank LLP (“Milbank”), counsel to Nabors. At the board meeting, Intrepid provided an overview and a financial forecast for Parker and the board reviewed the proposed terms of the business combination, as well as potential alternative opportunities. The Nabors board of directors directed Mr. Petrello and Intrepid to proceed with negotiations on definitive documentation that was substantially aligned with the terms presented to the Nabors board of directors.

On July 30, 2024, the parties finalized and executed a non-binding term sheet including key terms for the proposed transaction, which expressly remained subject to the negotiation and entry into definitive documentation, the completion of due diligence, and Nabors’ receipt of representation and warranty insurance. The term sheet provided for the issuance of 4,800,000 Nabors common shares as consideration in a combination of Nabors and Parker, subject to a collar providing that: (x) if the volume weighted average price for Nabors common shares over the 15 trading days ending five days prior to closing exceeded $99.62 (a share price 40 percent above the $71.16 closing share price of June 28, 2024), the number of Nabors common shares issued would be reduced so the aggregate value of the issued shares equalled $478,176,000; and (y) if the volume weighted average price for Nabors common shares over the 15 trading days ending five days prior to closing was less than $42.70 (a share price 40 percent below the $71.16 closing share price of June 28, 2024), in addition to the issuance of Nabors common shares, Nabors would pay a cash amount such that the aggregate value of the merger consideration equalled $204,960,000. The term sheet also provided, among other things, that: (1) to the extent net debt of Parker at closing exceeds $100 million, consideration would be adjusted downwards; (2) at closing, Nabors would cover up to $34 million of Parker’s transaction expenses; and (3) certain Parker stockholders would execute a lock-up agreement whereby 60% of the total Nabors common shares issued in the transaction could not be traded for the first 90 days following closing of the merger transaction, and a

 

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post-closing voting agreement where it would agree to vote its common shares of Nabors as directed by the Nabors board of directors. Nabors and Parker also agreed to enter into an exclusive negotiating period through August 30, 2024.

Following execution of the term sheet, Haynes and Boone LLP (“Haynes and Boone”), counsel to Nabors, conducted legal due diligence of Parker.

On August 6, 2024, Moelis began populating Parker’s virtual data room with additional diligence items to facilitate the exchange of requested information.

On August 20, 2024, Haynes and Boone, on behalf of Nabors, distributed an initial draft of the merger agreement to Akin Gump Strauss Hauer & Feld LLP (“Akin”), counsel to Parker.

On August 21, 2024, Nabors, Parker, Moelis and Intrepid held a telephonic meeting to discuss the ongoing due diligence investigation by both parties, as well as the updated Parker financial forecasts and updated Nabors management projections.

On August 27, 2024, the Parker board of directors, Parker management, Moelis and Akin discussed an illustrative transaction timeline and a status update on the core transaction documents (merger agreement, voting agreements and registration rights agreement) and on due diligence workstreams.

On August 28, 2024, Nabors, Parker, Moelis and Intrepid held an additional telephonic due diligence meeting to discuss Parker’s July financial results as well as the status of the ongoing due diligence investigation and open points.

Throughout the end of August 2024 and first two weeks of September 2024, Haynes and Boone, on behalf of Nabors, and Akin, on behalf of Parker, exchanged drafts of the merger agreement in connection with discussions and negotiations among the parties and their respective counsels. Also, Haynes and Boone, on behalf of Nabors, Akin, on behalf of Parker, and counsel on behalf of one of Parker’s largest stockholders during this time period exchanged drafts of the voting agreements with certain Parker shareholders in connection with discussions and negotiations among the parties and their respective counsels.

From early September 2024 until September 26, 2024, Haynes and Boone, on behalf of Nabors, Akin, on behalf of Parker, and counsel on behalf of one of Parker’s largest stockholders during this time period exchanged drafts of the registration rights agreement with certain Parker shareholders in connection with discussions and negotiations among the parties and their respective counsels.

On September 12, 2024, Akin, on behalf of Parker, sent a first draft of Parker’s disclosure schedules to Haynes and Boone.

On September 15, 2024, Akin, on behalf of Parker, distributed a note to Haynes on Boone regarding open issues in the draft merger agreement, including the antitrust process, the barge rig holdback, exclusions from the representation and warranties insurance policy, the employment agreement, the resignations from certain individuals, the treatment of the Parker representations at closing, the termination fees, the definition of “Fraud”, the covenant regarding the use of cash by Parker, the treatment of the ABL Credit Agreement, proposed changes in provisions of certain of Parker’s representations and warranties, the net debt and purchase price related to incentive and management units, and the treatment of dissenting shares.

Following the September 15th correspondence, on September 18, 2024, Haynes and Boone sent a revised draft of the merger agreement to Akin for review, which included updated provisions regarding the net debt adjustment, treatment of dissenting shares, the Parker representations and warranties, the Nabors representations and warranties, Parker’s covenants for operating its business between signing and closing,

 

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Nabors’ covenants for operating its business between signing and closing, the approval process for antitrust, Parker’s process for its special meeting, the closing conditions, termination rights and fees, limitations on warranties, and certain definitions.

On September 20, 2024, Mr. Petrello and Mr. Esslemont held a meeting to discuss the status of the transaction documents and negotiations, as well as select open items related to the merger agreement and disclosure schedules, including termination rights relating to antitrust approvals, directors and officers insurance coverage post-transaction for Parker, treatment of out of the money options for select personnel and other items.

Following Mr. Petrello’s and Mr. Esslemont’s latest meeting, the parties traded additional drafts of the merger agreement, reaching an agreement on several previous points of contention. Remaining open items included the terms of the interim covenant related to Nabors’ ability, between signing and closing, to pay cash upon conversion of Nabors convertible notes and to issue securities convertible into any options, warrants, calls or rights to acquire such interests.

From September 25 through October 9, 2024, representatives from Nabors’ and Parkers’ legal and financial teams continued negotiations to finalize the terms of the definitive merger agreement, and Nabors’ and Parkers’ representatives and legal advisors continued negotiations to finalize the voting agreements. During this time, senior management of Nabors and Parker, and each party’s respective legal and financial advisors, also worked to complete their respective due diligence investigations.

On September 29, 2024, the Parker board of directors, Parker management, Moelis and Akin discussed the latest terms of the proposed merger transaction, the potential benefits of such transaction to Parker stockholders and certain potential risks of such transaction to Parker. The parties also discussed the projected pro forma analysis of the combined financials of Nabors and Parker.

On October 9, 2024, the Nabors board of directors held a telephonic special informational meeting to discuss the transaction. In attendance at the meeting were certain senior officers of Nabors and representatives of Intrepid, Haynes and Boone and Milbank. Members of Nabors’ management team provided an overview of Parker and walked the Nabors board of directors through the material changes to the transaction since the July 25 board meeting. Following discussions and deliberations by the Nabors board of directors, Nabors management agreed to seek to finalize the terms of the merger agreement for review by the Nabors board of directors.

Between October 9, 2024 and October 13, 2024, Nabors’ and Parker’s representatives and legal and financial advisors finalized the outstanding terms of the merger agreement and addressed outstanding due diligence items.

On October 11, 2024, the Nabors board of directors held a telephonic special informational meeting to discuss the transaction. In attendance at the meeting were certain senior officers of Nabors and representatives of Milbank. Members of Nabors management team updated the Nabors board of directors on the status of negotiations, the latest plan for executing the merger agreement, and further thinking on the possible impact of the transaction on Nabors. Following discussion, management agreed to seek to finalize the terms of the merger agreement and to ask the Nabors board of directors to reconvene as needed over the weekend.

On October 13, 2024, the Parker board of directors, by unanimous written consent, (i) determined that the terms of the merger agreement and the transactions contemplated thereby were advisable and in the best interests of Parker and its shareholders, (ii) approved and declared advisable the merger agreement and related documents and the transactions contemplated thereby, (iii) authorized the execution and delivery of the merger agreement and related documents, (iv) directed that the merger agreement be submitted for consideration to the Parker shareholders and (v) recommended that Parker shareholders approve the merger agreement and the transactions contemplated thereby.

On October 14, 2024, the Nabors board of directors, by unanimous written consent, (i) determined that the terms of the merger agreement and the transactions contemplated thereby, including the issuance of shares in

 

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the transaction, were advisable and in the best interests of Nabors and its shareholders, (ii) approved and declared advisable the merger agreement and related documents and the transactions contemplated thereby, (iii) authorized the execution and delivery of the merger agreement and related documents, (iv) directed that the merger agreement be submitted for consideration to the Nabors shareholders and (v) resolved to recommend that Nabors shareholders approve the issuance of Nabors common shares in connection with the merger on the terms and subject to the conditions set forth in the merger agreement.

On October 14, 2024, Nabors and Parker executed the merger agreement and Nabors and certain Parker shareholders executed the voting agreements. A joint press release announcing the transaction was released prior to the opening of trading on October  15, 2024.

Nabors’ Reasons for the Merger; Recommendation of the Nabors Board of Directors

In approving the merger agreement and recommending that Nabors shareholders approve the issuance of shares of Nabors common shares to Parker stockholders as part of the merger, the Nabors board of directors consulted with members of Nabors’ management, as well as with Nabors’ outside legal and financial advisors. The Nabors board of directors also considered a number of substantive factors, both positive and negative, that the Nabors board of directors viewed as bearing on its decisions, as well as potential benefits and detriments of the merger to Nabors and its shareholders.

The principal factors that the Nabors board of directors viewed as supporting its decisions were:

Strategic Considerations. The Nabors board of directors considered a number of factors pertaining to the strategic rationale for the merger, including the following:

 

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its knowledge of Nabors’ business, operations, financial condition, earnings and prospects and of Parker’s business, operations, financial condition, earnings and prospects, taking into account the results of Nabors’ due diligence on Parker;

 

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its knowledge of the current environment and expected development of the drilling and oilfield services industry, current market and economic conditions and the likely effects of these factors on Nabors’ and Parker’s potential growth, development, productivity and strategic options;

 

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the strategic and complementary nature of the merger and the resulting combined business portfolio;

 

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the merger would allow for the opportunity to eliminate duplicate administrative functions, which are expected to result in opportunities for cost savings and revenue generation through enhanced operational logistics and synergies;

 

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Parkers’ complementary lines of business that both capitalize on large scale industry trends, specifically the trend toward longer wellbore length, and advance Nabors’ strategy to integrate additional product and service content on drilling rigs;

 

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the opportunity for the combined company to have more diversified client mix, including increased geographical diversity;

 

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the addition of an established, low-capital-intensity rig O&M (operations and maintenance) business in major energy producing markets; and

 

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strong similarities in the corporate and operational cultures of the two companies, particularly the emphasis on performance and safety.

 

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Financial Considerations: The Nabors board of directors considered a number of factors pertaining to the financial flexibility and cost savings rationale for the merger, including the following:

 

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the combined company will have a strengthened balance sheet with improved financial flexibility;

 

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the increased public market liquidity resulting from the combined company’s larger public float and market cap;

 

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economies of scale and significant expense savings from the elimination of duplicate costs, mainly in administrative functions;

 

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opportunities to increase revenue by (i) expanding Nabors’ presence in the U.S. by adding Parker’s established tubular rentals business and (ii) enabling Parker’s lines of business to capitalize on Nabors’ established market position across large international markets; and

 

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reduced requirements for capital expenditures as a result of benefits of scale at all levels of operations.

Recommendation of Management. The Nabors board of directors took into account the recommendation of the merger by Nabors management.

Consultation with Financial Advisor. The Nabors board of directors considered the financial analysis of Intrepid Financial Partners, which evaluated an overview of the current environment of the oil drilling and energy industry, the transaction structure, the terms of the merger agreement and the potential legal and financial risks pertaining to the merger agreement and corresponding transactions.

Terms of the Merger Agreement. The Nabors board of directors reviewed and considered the terms, and resulting effects, of the merger agreement, including, but not limited to, the following which the Nabors board of directors determined is beneficial to Nabors and its shareholders:

 

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the upper and lower collar, the parties’ representations, warranties and covenants, the conditions to the parties’ respective obligations and the termination provisions of the merger agreement, as well as the Nabors board of directors’ evaluation of the likely time period necessary to close the transactions contemplated by the merger agreement;

 

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that the consideration to be paid in respect of the Merger would enable Nabors shareholders to continue to own approximately 69% of the outstanding Nabors common shares following the merger, subject to a reduction pursuant to the terms of the merger agreement;

 

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QBE Specialty Insurance Company and Great American E&S Insurance Company issue a representation and warranty insurance policy to Nabors to protect against breach of certain representations and warranties of the merger agreement;

 

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Parker has agreed not to engage in negotiations with, or provide information to, a third party in connection any acquisition proposal or potential acquisition proposal;

 

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in the event that certain conditions have been satisfied and Nabors is not in breach pursuant to the terms of the merger agreement, Nabors may terminate the merger agreement if (1) Parker has materially breached certain of its obligations pursuant to the terms of merger agreement, (2) Nabors sends Parker a written notice of an event which has had or could reasonably be expected to have a material adverse effect, or (3) there will have been a breach or inaccuracy of Parker’s representations and warranties or a failure to perform its covenants and agreements in the

 

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merger agreement, unless such failure is reasonably capable of being cured by the termination date, in which case, Parker will have a right to cure such failure before Nabors may terminate the merger agreement, in which case, following such termination, Parker will pay to Nabors an amount equal to $10,000,000; and

 

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the probability that the conditions to completion of the merger would be satisfied prior to the termination date of the 227-day anniversary of the execution date of the merger agreement.

See the section titled “The Merger Agreement,” for a detailed discussion of the terms and conditions of the merger agreement.

Voting Agreements. The Nabors board of directors considered that certain Parker stockholders will enter into certain agreements with Nabors, in each case related to the merger and including a voting and support agreements, and a voting and lock-up agreements, which include requirements that certain Parker stockholders vote in favor of the merger to improve certainty of closing the Transactions, refrain from selling Nabors common shares for a certain period of time to prevent rapid sales of Nabors common shares, and enter certain standstill provisions with regards to Nabors.

Post-Merger Corporate Governance. The Nabors board of directors considered that the combined company would be led by Nabors’ existing board of directors and executive management team.

Tax Considerations. The merger is expected to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. Accordingly, Parker stockholders generally are not expected to recognize any gain or loss for U.S. federal income tax purposes upon the exchange of shares of Parker common stock for Nabors common shares pursuant to the merger, except with respect to cash received if the Closing Price is lower than the Lower Collar Price, cash received in connection with the disbursement of certain amounts received in connection with the Barge Rig Holdback Amount and cash received in lieu of fractional Nabors common shares.

Regulatory Approvals. The Nabors board of directors considered the likelihood that the merger will be completed on a timely basis, including the likelihood that the merger will receive all necessary regulatory approvals (and the conditions to which such approvals might be subject) and the likelihood that all conditions to consummation of the merger will be satisfied.

The Nabors board of directors also considered certain potential risks, uncertainties, and other factors weighing negatively against the transactions contemplated by the merger agreement, including, but not limited to, those set forth below:

Business Risks. The Nabors board of directors considered certain risks associated with the merger, including:

 

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the challenges of combining the businesses, operations and workforces of Parker and Nabors and realizing the anticipated benefits of the merger;

 

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the business execution and integration risk after the merger is closed;

 

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customer reaction to the transaction; and

 

•

the transaction costs to be incurred in connection with the merger.

Risk of Delay. The Nabors board of directors considered the risk that there is no assurance that all conditions to the parties’ obligations to complete the merger will be satisfied or waived, including customary

 

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regulatory clearances, and as a result, it is possible that the merger could be delayed or might not be completed even if approved by each of Nabors’ shareholders and Parker’s stockholders. Additionally, the Nabors board of directors considered the risks and contingencies relating to the announcement and pendency of the merger and the risks and costs to Nabors if the merger does not close timely or does not close at all, including the impact on Nabors’ relationships with clients, employees and other third parties.

Diversion of Management. The Nabors board of directors considered the risk of diverting management focus, employee attention and resources from other strategic opportunities and from operational matters while working to complete the merger and implement merger integration efforts.

Dilution of Nabors Shareholders. The Nabors board of directors considered the fact that the merger would cause dilution to Nabors shareholders and the fact that Parker’s stockholders will own approximately 31% of the issued and outstanding Nabors common shares following the merger, subject to reduction pursuant to the terms of the merger agreement.

Terms and Conditions of the Merger Agreement. The Nabors board of directors considered certain terms and conditions of the merger agreement, including:

 

•

from the execution date of the merger agreement through the closing of the merger, Nabors will not (and will cause its subsidiaries not to, as applicable):

 

o

(A) make any distributions in respect of any of the equity or voting interests of Nabors, except for transactions below a certain non-cash value threshold specified in the terms of the merger agreement, (B) split, combine, or reclassify any of the equity or voting interests of Nabors, or (C) issue any other securities in respect of, in lieu of, or in substitution for shares of the capital stock or other equity or voting interests of Nabors, except for transactions below a certain non-cash value threshold specified in the terms of the merger agreement or issuance of preferred stock in a rights plan;

 

o

issue any shares of the equity or voting interests of the Nabors beyond exceptions specified in the terms of the merger agreement;

 

o

engage in any merger, consolidation, or asset purchase, solely to the extent such transaction would have a negative impact on the likelihood of the merger obtaining any required approvals under applicable antitrust laws;

 

o

amend Nabors’ organizational documents, subject to the right to implement a shareholder rights plan;

 

o

adopt, or cause any of its material subsidiaries to adopt, a plan or agreement of complete or partial liquidation, dissolution or other bankruptcy reorganization;

 

o

take any action which would adversely affect the ability of Nabors and Parker to consummate the transactions contemplated by the merger agreement; or

 

o

agree to do anything explicitly prohibited by the terms of the merger agreement.

 

•

in the event that certain conditions have been satisfied and Parker is not in breach pursuant to the terms of the merger agreement, Parker may terminate the merger agreement if (i) Nabors has materially breached certain of its obligations pursuant to the terms of the Merger Agreement, (ii) Parker sends Nabors a written notice of an event which has had or could reasonably be expected to have a material adverse effect on Nabors, or (iii) there will have been a breach or

 

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inaccuracy of Nabors’ representations and warranties or a failure to perform its covenants and agreements in the merger agreement, unless such failure is reasonably capable of being cured by the merger agreement termination date, in which case, Nabors will have a right to cure such failure before Parker may terminate the merger agreement, in which case, following such termination, Nabors shall pay to Parker an amount equal to $10,000,000.

This discussion of the information and factors considered by the Nabors board of directors in reaching its conclusions and recommendation includes the principal factors considered by the Nabors board of directors but is not intended to be exhaustive and may not include all of the factors considered by the Nabors board of directors. In view of the wide variety of factors considered in connection with its evaluation of the merger and the other transactions contemplated by the merger agreement, and the complexity of these matters, the Nabors board of directors did not find it useful and did not attempt to quantify, rank or assign any relative or specific weights to the various factors that it considered in reaching its determination to approve the merger and the other transactions contemplated by the merger agreement, and to make its recommendation to Nabors shareholders. Rather, the Nabors board of directors viewed its decisions as being based on the totality of the information presented to it and the factors it considered, including its discussions with, and questioning of, members of Nabors management and outside legal and financial advisors. In addition, individual members of the Nabors board of directors may have assigned different weights to different factors.

The Nabors board of directors unanimously approved the merger agreement, the merger and the other transactions contemplated by the merger agreement, and declared the merger agreement, the merger and the other transactions contemplated by the merger agreement (including the issuance of Nabors common shares to Parker stockholders in connection with the merger) to be advisable and fair to and in the best interests of Nabors shareholders.

The Nabors board of directors unanimously recommends that Nabors shareholders vote “FOR” the Nabors share issuance proposal.

Parker’s Reasons for the Merger; Recommendation of the Parker Board of Directors

In reaching its decision to approve and declare advisable the merger agreement and the transactions, the Parker board of directors, as described in “—Background of the Merger,” held a number of meetings, consulted with Parker management and its outside legal advisor, Akin, and Moelis, as financial advisor, and considered the business, assets and liabilities, results of operations, financial performance, strategic direction and prospects of Parker and Nabors. At its meeting held on September 29, 2024 and as subsequently approved by a unanimous written consent on October 13, 2024, after due consideration and consultation with Parker management and outside legal and financial advisors, the Parker board of directors unanimously approved and declared advisable the merger agreement and the transactions and recommended that Parker stockholders vote in favor of the adoption of the merger agreement.

In making its determination, approval, and in recommending that the Parker stockholders vote in favor of the adoption of the merger agreement, the Parker board of directors considered a number of factors (not necessarily in order of relative importance) that the Parker board of directors viewed as being generally positive or favorable in coming to its determination, approval, and related recommendation, including the following:

 

•

the combined company is anticipated to have significant scale and value as a premier drilling and completions provider in U.S. land and international markets, combining a leading land-based drilling rig fleet provider with a leading rental service provider;

 

•

the expectation that the combined company would have opportunity for revenue and earnings growth via revenue generation from existing assets, and complementary geographic overlap that allows access to a large, quality customer base, creating a more attractive investment opportunity;

 

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•

the improved liquidity of Nabors common shares, given Nabors is a publicly traded company, as compared to Parker common stock, given Parker is a private company;

 

•

the expectation that, after the payment of certain one-time transaction costs, including severance costs, to be incurred in connection with the transaction, the merger would be accretive to earnings per share and cash flow per share in 2025;

 

•

that the merger and the merger consideration offered in connection therewith would provide Parker stockholders with ownership of approximately one-third of the combined company (based on fully diluted shares outstanding of the combined company) and therefore allow Parkers stockholders to participate in the equity value of the combined company, including any future growth and the expected cost synergies resulting from the merger;

 

•

that the consideration offered in connection with the merger is subject to a cash adjustment in favor of Parker stockholders in the event that the per share value of the Nabors’ stock is less than the base amount contemplated in the merger agreement, which provides certainty and immediate value to Parker stockholders, enabling them to realize value for their interest in Parker while reducing risks and uncertainties associated with stock-for-stock consideration;

 

•

the information and discussions with Parker management and outside advisors regarding each of Parker’s and Nabors’ business, assets, financial condition, results of operations, current business strategy and prospects, including the projected long-term financial results of each of Parker and Nabors as a stand-alone company, the size and scale of the combined company and the expected pro forma effect of the merger on the combined company and its ability to achieve future growth and generate additional returns for Parker stockholders;

 

•

the expectation that the combined company would be positioned for continued innovation and investment, as the merger would combine Parker’s and Nabors’ shared legacy of innovative research & development and a rich portfolio of proprietary technology capable of improving the combined company’s ability to invest in next generation opportunities in wellbore construction and related services;

 

•

the anticipated customer, supplier, employee and other key stakeholder reaction to the merger;

 

•

the significance that the supporting stockholders, which owned approximately 85.04% of the outstanding shares of Parker common stock as of the date of the voting and support agreement were obligated to, subject to the terms and conditions of the voting and support agreement, vote all shares of Parker common stock held by them (a) in favor of the adoption of the merger agreement and (b) against (i) any proposal made in opposition to the adoption of the merger agreement, (ii) any acquisition proposal and (iii) any action or agreement that would result in a breach of any representation, warranty, covenant or agreement or any other obligation of Parker under the merger agreement or supporting stockholders under the support agreement, as applicable, and as more fully described in “The Merger Agreement—Voting and Support Agreement;”

 

•

the Parker board of directors’ view, after consultation with Parker management and its outside legal advisors, concerning the likelihood that regulatory approvals and clearances necessary to consummate the merger would be obtained, without the imposition of conditions sufficiently material to preclude the merger;

 

•

the expected treatment of the merger as a tax-free reorganization under Section 368(a) of the Code for U.S. federal income tax purposes, as more fully described in “Material U.S. Federal Income Tax Consequences;”

 

•

the review by the Parker board of directors with Parker management and outside legal advisor of the structure of the merger and the financial and other terms of the merger agreement, including the parties’

 

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representations, warranties and covenants, the conditions to their respective obligations and the termination provisions as well as the likelihood of consummation of the proposed transactions and the evaluation of the Parker board of directors of the likely time period necessary to complete the merger; the Parker board of directors also considered the following specific aspects of the merger agreement:

 

•

the nature of the closing conditions included in the merger agreement, including the exceptions to the events that would constitute a material adverse effect on either Parker or Nabors for purposes of the merger agreement, as well as the likelihood of satisfaction of all conditions to completion of the transactions;

 

•

that the representations and warranties of Parker or Nabors, as well as the interim operating covenants requiring the parties to conduct their respective businesses in the ordinary course prior to completion of the merger, subject to specific limitations, are generally appropriate for a transaction of this size and nature;

 

•

the requirement to use reasonable best efforts to obtain approvals or clearances by applicable competition authorities, including by Nabors refraining from taking any action that could cause, or reasonably be expected to cause a competition authority to not provide the requisite approvals or clearances;

 

•

the fact that the Outside Date (as defined in the merger agreement) under the merger agreement is intended to allow for sufficient time to complete the merger;

 

•

the availability of statutory appraisal rights to Parker stockholders who do not vote in favor of the adoption of the merger agreement and who otherwise comply with all required procedures under Section 262 of the DGCL; and

 

•

the anticipated timing of the consummation of the merger and the Parker board of directors’ conclusion that the merger could be completed in a reasonable time frame and in an orderly manner, reducing the period during which Parker’s business would be subject to the potential uncertainty of closing.

The Parker board of directors also considered a number of uncertainties, risks and factors it deemed generally negative or unfavorable in making its determination, approval and related recommendation, including the following (not necessarily in order of relative importance):

 

•

the difficulties and management challenges inherent in completing the merger and integrating the businesses, operations and workforces of Parker and Nabors and the risk of not capturing all of the anticipated cost synergies and the risk that other anticipated benefits of the merger might not be realized;

 

•

the amount of time it could take to complete the merger, including that completion of the merger depends on factors outside of Parker’s or Nabors’ control, and the risk that the pendency of the merger for an extended period of time following the announcement of the execution of the merger agreement could have an adverse impact on Parker and/or Nabors, including their respective customer, supplier and other key stakeholder relationships;

 

•

the possible diversion of management and employee attention for an extended period of time during the pendency of the merger;

 

•

the risk that, despite the retention efforts of Parker and Nabors prior to the consummation of the merger, the combined company may lose key personnel;

 

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•

the provisions of the merger agreement which prohibit Parker from soliciting or entertaining other acquisition offers and the potential payment to Nabors by Parker of a termination fee of $10,000,000, if the merger agreement is terminated in certain circumstances as described in “The Merger Agreement—Termination of the Merger Agreement—Termination Fees and Expenses;”

 

•

the risk that the $10,000,000 termination fee to which Parker may be entitled, subject to the terms and conditions of the merger agreement, if Nabors terminates the agreement in certain circumstances may not be sufficient to compensate Parker for the harm that it might suffer as a result of such termination;

 

•

the potential for litigation relating to the merger and the associated costs, burden and inconvenience involved in defending those proceedings;

 

•

the restrictions in the merger agreement on the conduct of Parker’s business during the period between execution of the merger agreement and the consummation of the merger, including that Parker must conduct its business only in the ordinary course, subject to specific limitations, which could negatively impact Parker’s ability to pursue certain business opportunities or strategic transactions;

 

•

the risk that Nabors shareholders may not approve the proposals at the Nabors special general meeting;

 

•

the risk that regulatory agencies may delay, object to and challenge the merger or may impose terms and conditions in order to resolve those objections that adversely affect the financial results of Parker or prior to the closing, or the combined company following the effective time;

 

•

the substantial transaction costs to be incurred in connection with the execution of the merger agreement and completing the merger and the substantial time and effort of management required to consummate the merger and related disruptions to the operation of Parker’s business;

 

•

the risk that the merger might not be consummated in a timely manner, or at all, due to a failure of certain conditions to the closing of the merger; and

 

•

the risks of the type and nature described in “Risk Factors” and the matters described in “Special Note Regarding Forward-Looking Statements.”

The Parker board of directors considered all of these factors as a whole, as well as others, and, on balance, concluded that it supported a favorable determination to approve the merger agreement and to make its recommendation to Parker stockholders.

In addition, the Parker board of directors was aware of and considered the interests of its directors and executive officers that are different from, or in addition to, the interests of Parker stockholders generally, including the treatment of equity awards held by such directors and executive officers in the merger described in “—Interests of Parker Directors and Executive Officers in the Merger” and the obligation of the combined company to indemnify Parker directors and officers against certain claims and liabilities.

The foregoing discussion of the information and factors that the Parker board of directors considered is not intended to be exhaustive, but rather is meant to include the material factors that the Parker board of directors considered. The Parker board of directors collectively reached the conclusion to approve the merger agreement and the transactions in light of the various factors described above and other factors that the members of the Parker board of directors believed were appropriate. In view of the complexity and wide variety of factors, both positive and negative, that the Parker board of directors considered in connection with its evaluation of the merger, the Parker board of directors did not find it practical, and did not attempt, to quantify, rank or otherwise assign relative or specific weights or values to any of the factors it considered in reaching its decision and did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular

 

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factor, was favorable or unfavorable to the ultimate determination of the Parker board of directors. Moreover, each member of the Parker board of directors applied his or her own personal business judgment to the process and may have given different weight to different factors. The Parker board of directors based its recommendation on the totality of the information presented, including thorough discussions with, and questioning of, Parker management and Parker’s outside legal advisor. In considering the factors discussed above, individual directors may have given different weights to different factors.

The foregoing description of Parker’s consideration of the factors supporting the merger is forward-looking in nature. This information should be read in light of the factors discussed in “Special Note Regarding Forward-Looking Statements.”

Certain Unaudited Prospective Financial Information of Nabors and Parker

Neither Nabors nor Parker as a matter of course makes public long-term projections as to its future earnings or other results because of, among other reasons, the uncertainty of the underlying assumptions and estimates. However, Nabors and Parker are including the following summary of certain internal, unaudited prospective financial information from Nabors’ management’s projections for Nabors and Parker (described below under “—Unaudited Prospective Financial Information Prepared by Nabors”) solely because that information was made available to the Nabors board of directors. Similarly, the following summary of the unaudited prospective financial information from Parker’s management’s projections for Parker (described below under “—Unaudited Prospective Financial Information Prepared by Parker”) are included in this joint proxy statement/prospectus solely because that information was made available to the Parker board of directors. The inclusion of the below information should not be regarded as an indication that Nabors, Parker or any other recipient of this information considered—or now considers—it to be necessarily predictive of actual future results, or that it should be construed as financial guidance, and such summary projections set forth below should not be relied on as such.

The unaudited prospective financial information prepared by the respective managements of Nabors and Parker was, in general, prepared solely for Nabors’ and Parker’s internal use and is subjective in many respects.

The prospective financial information for Nabors was based solely upon information available to Nabors’ management and the prospective financial information for Parker was based solely upon information available to Parker’s management, in each case at the time of preparation. As a result, there can be no assurance that the prospective results will be realized or that actual results will not be significantly higher or lower than estimated. Since the unaudited prospective financial information covers multiple years, that information by its nature becomes less predictive with each successive year.

While presented in this joint proxy statement/prospectus with numeric specificity, the information set forth in the summary of Nabors’ and Parker’s prospective financial information contained in this joint proxy statement/prospectus was based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of Nabors’ and Parker’s management. Both Nabors and Parker believe the assumptions in the prospective financial information were reasonable at the time the financial information was prepared, given the information both Nabors and Parker had at the time. However, important factors that may affect actual results and cause the results reflected in Nabors’ and Parker’s prospective financial information not to be achieved include, but are not limited to, risks and uncertainties relating to their respective businesses, industry performance, the regulatory environment, general business and economic conditions and other matters described under the section of this joint proxy statement/prospectus titled “Risk Factors.” See also “Special Note Regarding Forward-Looking Statements” and “Where You Can Find More Information.” The prospective financial information also reflects assumptions as to certain business decisions that are subject to change.

The unaudited prospective financial information for Nabors and Parker includes Adjusted Gross Margin and Adjusted EBITDA, non-GAAP financial measures. Please see the tables below for a description of how

 

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Nabors and Parker define Adjusted EBITDA and Adjusted Gross Margin. Nabors and Parker believe that Adjusted EBITDA and Adjusted Gross Margin provide information useful in assessing operating and financial performance across periods. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP, and non-GAAP financial measures used by Nabors and Parker may not be comparable to similarly titled measures used by other companies.

The unaudited prospective financial information for Nabors and Parker does not take into account all the possible financial and other effects on Nabors or Parker, respectively, of the merger, the effect on Nabors or Parker, respectively of any business or strategic decision or action that has been or will be taken as a result of the merger agreement having been executed, or the effect of any business or strategic decisions or actions which would likely have been taken if the merger agreement had not been executed, but which were instead altered, accelerated, postponed or not taken in anticipation of the merger. Further, the unaudited prospective financial information for Nabors and Parker does not take into account the effect on Nabors or Parker, respectively, of any possible failure of the merger to occur. The inclusion of the unaudited prospective financial information for Nabors and Parker herein should not be deemed an admission or representation by Nabors, Parker, as applicable, or their respective affiliates, officers, directors, advisors or other representatives that it is viewed as material information of Nabors or Parker, particularly in light of the inherent risks and uncertainties associated with such forecasts.

The unaudited prospective financial information for Nabors and Parker was not prepared with a view toward public disclosure, nor was it prepared with a view toward compliance with the published guidelines of the SEC, or the guidelines established by the American Institute of Certified Public Accountants for the preparation or presentation of financial forecasts. The unaudited prospective financial information included in this document has been prepared by, and is the responsibility of, the Nabors and Parker management teams, as applicable. PricewaterhouseCoopers LLP has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying unaudited prospective financial information and, accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers reports incorporated by reference in this document relate to Parker’s and Nabors’ previously issued financial statements. They do not extend to the unaudited prospective financial information and should not be read to do so. Neither PricewaterhouseCoopers LLP, the independent registered public accounting firm for Nabors and Parker, nor any other independent accountants have examined or performed any procedures with respect to the unaudited prospective financial information.

The prospective financial information for Nabors and Parker does not take into account any circumstances or events occurring after the date that information was prepared. Nabors and Parker can give no assurance that, had Nabors’ prospective financial information or Parker’s prospective financial information, as applicable, been prepared either as of the date of the merger agreement or as of the date of this joint proxy statement/prospectus, similar estimates and assumptions would be used. Except as required by applicable securities laws, Nabors and Parker do not intend to make publicly available any update or other revision to the prospective financial information to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown not to be appropriate, or to reflect changes in general economic or industry conditions. Readers of this joint proxy statement/prospectus are cautioned not to place undue reliance on the unaudited prospective financial information set forth below. None of Nabors or Parker nor any of their respective affiliates, officers, directors, advisors or other representatives has made or makes any representation to any Nabors stockholder, Parker stockholder or any other person regarding either Nabors’ or Parker’s ultimate performance compared to the information contained in the prospective financial information or that financial and operating results will be achieved. Parker has made no representation to Nabors, in the merger agreement or otherwise, concerning the Parker prospective financial information. Similarly, Nabors has made no representation to Parker, in the merger agreement or otherwise, concerning the Nabors prospective financial information.

 

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Unaudited Prospective Financial Information Prepared by Nabors.

Nabors Management Projections for Nabors. The following tables set forth certain summarized prospective financial information regarding Nabors for 2024 and 2025, which was prepared by Nabors management.

(Amounts in millions, except rig counts and daily values)

 

		FY-24 Est.				2025 Forecast
Average Rigs Working
US Drilling			77.0				85.5
International			84.7				95.0
Total Average Rigs Working			161.7				180.5

(In millions)

 

		FY-24 Est.				2025 Forecast
Operating Revenue
US Drilling		$	1,058.2			$	1,173.2
International Drilling		$	1,469.5			$	1,709.5
Drilling Solutions		$	335.2			$	405.0
Rig Technologies		$	232.9			$	303.0
Other Reconciling Items		$	(65.5	)		$	(83.3	)
Total Operating Revenue		$	3,030.3			$	3,507.40

(In millions)

 

		FY-24 Est.				% Rev.				2025 Forecast				% Rev.
Adjusted Gross Margin(1)
US Drilling		$	486.1				45.9	%		$	528.1				45.0	%
International Drilling		$	506.6				34.5	%		$	620.70				36.3	%
Drilling Solutions		$	168.1				50.1	%		$	200.0				49.4	%
Rig Technologies		$	73.1				31.4	%		$	86.0				28.4	%
Other Reconciling Items		$	(16.5	)						$	(18.1	)
Total Adjusted Gross Margin		$	1,217.4				40.2	%		$	1,416.7				40.4	%

(In millions)

 

		FY-24 Est.				% Rev.				2025 Forecast				% Rev.
Adjusted EBITDA(2)
US Drilling		$	462.1				43.7	%		$	501.6				42.8	%
International Drilling		$	440.0				29.9	%		$	550.8				32.2	%
Drilling Solutions		$	137.6				41.1	%		$	170.0				42.0	%
Rig Technologies		$	38.5				16.5	%		$	50.0				16.5	%
Other Reconciling Items		$	(168.2	)						$	(166.0	)
Total Adjusted EBITDA		$	910.0				30.0	%		$	1,106.4				31.5	%

 

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(In millions)

 

		FY-24 Est.				% Rev.				2025 Forecast				% Rev.
Revenue per day
US Drilling		$	37,356				-2.6	%		$	37,594				0.6	%
International Drilling		$	47,794				0.7	%		$	49,300				3.2	%
Total Revenue per day		$	42,729				0.1	%		$	43,755				2.4	%

(In millions)

 

		FY-24 Est.				2025 Forecast
Adjusted Gross Margin per day
US Drilling		$	16,942			$	16,922
International Drilling		$	16,380			$	17,900
Total Adjusted Gross Margin per day		$	16,652			$	17,437

(Amounts in millions, except rig counts and daily values)

 

		FY-24 Est.				2025 Forecast
Capital Expense
Total Ops. excl. IK Rigs		$	392.3			$	340.0
Saudi IK Rigs		$	190.2			$	250.0
Corp		$	7.2			$	—
Total incl. IK Rigs + Corp		$	589.6			$	590.0

 

(1)	“Adjusted Gross Margin” represents operating income (loss) plus general and administrative costs, research and engineering costs and depreciation and amortization.

(2)	“Adjusted EBITDA” represents net income (loss) before income tax expense (benefit), investment income (loss), interest expense, other, net and depreciation and amortization.

The unaudited prospective financial information for Nabors was prepared on the following assumptions, among others:

 

•

Forecasted revenue is calculated based on the contracted revenue of a rig (where contracted revenue equals the contracted (or assumed) daily revenue multiplied by the number of calendar days on contract (or assumed on contract);

 

•

Forecasted dayrates through 2025 are based on Nabors’ management’s forecast with spot market dayrate assumptions;

 

•

Forecasted operating expenses through 2025 are based on Nabors’ management’s forecast;

 

•

Forecasted capital expenditures through 2025 are based on Nabors’ management’s forecast; and

 

•

Forecasted corporate items including corporate general and administrative expenses and reconciling items are based on Nabors’ management’s forecast through 2025.

 

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