UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
Commission
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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| Item 1.01 | Entry into a Material Definitive Agreement |
Exchangeable Notes Offering
On February 9, 2023, Nabors Industries, Inc. (“NII”), a wholly owned subsidiary of Nabors Industries Ltd. (“NIL”), and NIL entered into a purchase agreement (the “Purchase Agreement”) under which NII agreed to sell $225,000,000 aggregate principal amount of its 1.750% Exchangeable Senior Notes due June 15, 2029 (the “Exchangeable Notes”) to the initial purchasers named in the Purchase Agreement (the “Initial Purchasers”). The Exchangeable Notes are fully and unconditionally guaranteed by NIL. The closing of the sale of the Exchangeable Notes is expected to occur on or about February 14, 2023, subject to the satisfaction of customary closing conditions. In addition, NII granted the Initial Purchasers a 30-day option to purchase up to an additional $25,000,000 in aggregate principal amount of the Exchangeable Notes on the same terms and conditions.
The Exchangeable Notes will be exchangeable under certain circumstances for cash, common shares of NIL or a combination of cash and common shares of NIL, at NII’s election. NII may redeem the Exchangeable Notes (i) on or after June 15, 2026, in whole or in part, at a redemption price equal to 100% of the principal amount of the Exchangeable Notes plus accrued and unpaid interest to, but excluding, the redemption date, if the last reported sale price per share of NIL’s common shares exceeds 130% of the exchange price on (A) each of 20 trading days, whether or not consecutive, during the 30 trading days ending on, and including, the trading day immediately before the date NIL sends the related redemption notice and (B) the trading day immediately before the date NIL sends such notice; and (ii) in whole but not in part, in connection with certain tax-related events, at a redemption price equal to 100% of the principal amount of Exchangeable Notes plus accrued and unpaid interest to, but excluding, the redemption date.
The exchange rate will initially be 4.7056 common shares of NIL per $1,000 principal amount of the notes (equivalent to an initial exchange price of approximately $212.51 per common share of NIL). The exchange rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date or upon notice of a redemption, the exchange rate will increase for a holder who elects to exchange its Exchangeable Notes in connection with such a corporate event or redemption in certain circumstances.
NII will sell the Notes to the Initial Purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Initial Purchasers will then sell the Notes to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A. NII is relying on these exemptions from registration based in part on representations made by the Initial Purchasers in the Purchase Agreement.
This disclosure does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall it constitute an offer to sell, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offers of the securities were made only by means of a confidential offering memorandum. The securities will not be and have not been registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 8.01 | Other Events |
On February 9, 2023, NIL issued a press release announcing the commencement of the offering by NII of the Exchangeable Notes. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On February 9, 2023, NIL issued a press release announcing the pricing by NII of the offering of the Exchangeable Notes. The press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
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| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
|
Exhibit |
Description | |
| 99.1 | Launch Press Release regarding the Exchangeable Notes offering dated February 9, 2023. | |
| 99.2 | Pricing Press Release regarding the Exchangeable Notes offering dated February 9, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NABORS INDUSTRIES LTD. | |||
| Date: February 9, 2023 | By: | /s/ Mark D. Andrews | |
| Name: | Mark D. Andrews | ||
| Title: | Corporate Secretary | ||
Exhibit 99.1
Nabors Announces Offering of its $200,000,000 Exchangeable Senior Unsecured Notes
Hamilton, Bermuda, February 9, 2023 /PRNewswire/ — Nabors Industries Ltd. (“Nabors”) (NYSE: NBR) announced today that its wholly owned subsidiary, Nabors Industries, Inc. (“NII”), has commenced an offering of $200,000,000 aggregate principal amount of exchangeable senior unsecured notes due 2029 (the “notes”), subject to market and other conditions, through a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The notes will be fully and unconditionally guaranteed by Nabors. Nabors intends to use the net proceeds from the offering to redeem all of its outstanding 9.00% senior priority guaranteed notes due February 2025. Any excess proceeds will be used for general corporate purposes, which may include the repayment of other indebtedness.
The notes will bear interest payable semi-annually in arrears. The notes will be exchangeable at the option of the holders during certain specified periods and upon certain specified events in accordance with the terms of the notes. Upon any exchange, NII will settle its exchange obligation in cash, common shares of Nabors, or a combination of cash and common shares of Nabors, at NII’s election. The interest rate, exchange rate and other terms of the notes will be determined at the time of pricing of the offering. In addition, NII expects to grant the initial purchasers of the notes a 30-day option to purchase up to an additional $30,000,000 aggregate principal amount of notes.
The notes, the guarantee and Nabors’ common shares issuable upon the exchange of the notes, if any, will not be and have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the notes or any other securities of Nabors or NII, nor shall there be any offer, solicitation or sale of the notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful.
The information above includes forward-looking statements within the meaning of the Securities Act and the Securities Exchange Act of 1934, as amended. Such forward-looking statements are subject to certain risks and uncertainties, as disclosed by Nabors from time to time in its filings with the Securities and Exchange Commission. As a result of these factors, Nabors’ actual results may differ materially from those indicated or implied by such forward-looking statements. Nabors does not undertake to update these forward-looking statements.
About Nabors Industries
Nabors Industries is a leading provider of advanced technology for the energy industry. With presence in more than 20 countries, Nabors has established a global network of people, technology and equipment to deploy solutions that deliver safe, efficient and responsible energy production. By leveraging its core competencies, particularly in drilling, engineering, automation, data science and manufacturing, Nabors aims to innovate the future of energy and enable the transition to a lower- carbon world.
Investor Contacts:
For further information regarding Nabors, please contact William C. Conroy, CFA, Vice President of Corporate Development & Investor Relations, at +1 281-775-2423 or via email [email protected] or Kara Peak, Director of Corporate Development & Investor Relations, +1 281-775-4954 or via email [email protected].
Exhibit 99.2
Nabors Announces Pricing of its Offering of $225,000,000 Exchangeable Senior Unsecured Notes
Hamilton, Bermuda, February 9, 2023 /PRNewswire/ — Nabors Industries Ltd. (“Nabors”) (NYSE: NBR) announced today that its wholly owned subsidiary, Nabors Industries, Inc. (“NII”), has priced $225,000,000 in aggregate principal amount of its 1.750% exchangeable senior unsecured notes due 2029 (the “notes”), through a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The notes will be fully and unconditionally guaranteed by Nabors. The offering of the notes is expected to close on February 14, 2023, subject to customary closing conditions.
NII granted the initial purchasers a 30-day option to purchase up to an additional $25,000,000 in aggregate principal amount of the notes on the same terms and conditions.
The notes will bear interest at a rate of 1.750% per year until maturity (unless earlier repurchased, redeemed or exchanged), payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2023. The notes will be exchangeable, under certain conditions, at an initial exchange rate of 4.7056 common shares of Nabors per $1,000 principal amount of notes (equivalent to an initial exchange price of approximately $212.51 per common share), subject to adjustment, which represents an approximately 22.5% exchange premium over the last reported sale price of $173.48 per common share of Nabors on The New York Stock Exchange on February 9, 2023. Upon any exchange, NII will settle its exchange obligation in cash, common shares of Nabors or a combination of cash and common shares of Nabors, at NII’s election.
Nabors intends to use the net proceeds from the offering to redeem all of its outstanding 9.00% senior priority guaranteed notes due February 2025. Any excess proceeds will be used for general corporate purposes, which may include the repayment of other indebtedness.
The notes, the guarantee and Nabors’ common shares issuable upon the exchange of the notes, if any, will not be and have not been registered under the Securities Act, as amended, or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the notes or any other securities of Nabors or NII, nor shall there be any offer, solicitation or sale of the notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful.
About Nabors Industries
Nabors Industries is a leading provider of advanced technology for the energy industry. With presence in more than 20 countries, Nabors has established a global network of people, technology and equipment to deploy solutions that deliver safe, efficient and responsible energy production. By leveraging its core competencies, particularly in drilling, engineering, automation, data science and manufacturing, Nabors aims to innovate the future of energy and enable the transition to a lower-carbon world.
Investor Contacts:
For further information regarding Nabors, please contact William C. Conroy, CFA, Vice President of Corporate Development & Investor Relations, at +1 281-775-2423 or via email [email protected] or Kara Peak, Director of Corporate Development & Investor Relations, +1 281-775-4954 or via email [email protected].