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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 15, 2023
NABORS INDUSTRIES LTD.
(Exact name of registrant as specified in its charter)
| Bermuda | 001-32657 | 98-0363970 | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Commission File 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.)
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered |
||
| Common shares | NBR | NYSE |
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).
Emerging growth company ¨
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. ¨
Item 7.01 Regulation FD Disclosure
On November 15, 2023, Nabors Industries Ltd. (“Nabors”) issued a press release announcing that its indirect wholly-owned subsidiary, Nabors Industries, Inc. (“NII”) commenced an offering of $550 million aggregate principal amount of 9.125% Senior Priority Guaranteed Notes due 2030. A copy of that press release is included in this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
On November 15, 2023, Nabors issued a press release announcing the pricing by NII of $650 million aggregate principal amount of 9.125% Senior Priority Guaranteed Notes due 2030. A copy of that press release is included in this Form 8-K as Exhibit 99.2 and is incorporated herein by reference.
The information in Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release regarding launch of notes offering dated November 15, 2023. | |
| 99.2 | Press Release regarding pricing of notes offering dated November 15, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: November 16, 2023 | By: | /s/Mark D. Andrews | |
| Name: | Mark D. Andrews | ||
| Title: | Corporate Secretary | ||
Exhibit 99.1
 |
NEWS RELEASE |
Nabors Announces Offering of $550 million Senior Priority Guaranteed Notes
HAMILTON, Bermuda, November 15, 2023 /PRNewswire/ – Nabors Industries Ltd. (NYSE: NBR) (“Nabors”) announced today that Nabors Industries, Inc. (“NII”), its indirect wholly-owned subsidiary, has commenced an offering of $550 million senior priority guaranteed notes due 2030 (the “Notes”). The Notes will be fully and unconditionally guaranteed by Nabors and certain of Nabors’ indirect wholly-owned subsidiaries which also guarantee the Existing Senior Priority Guaranteed Notes (as defined below).
The Notes will be senior unsecured obligations of NII and will rank pari passu with NII’s existing 7.375% Senior Priority Guaranteed Notes due 2027 (the “Existing Senior Priority Guaranteed Notes”). The Notes will be guaranteed, jointly and severally, by (i) Nabors, (ii) each of the subsidiaries that guarantee Nabors’ existing 7.25% Senior Guaranteed Notes due 2026 and 7.50% Senior Guaranteed Notes due 2028 (together, the “Existing Guaranteed Notes”) and (iii) certain lower-tier subsidiaries of Nabors that guarantee NII’s revolving credit facility (the “Revolving Credit Facility”) but do not currently guarantee the Existing Guaranteed Notes (the “Lower Tier Notes Guarantors”), other than Nabors Alaska Drilling, Inc. The guarantee of the Notes by the Lower Tier Notes Guarantors will be contractually subordinated in right of payment with respect to the Lower Tier Notes Guarantors’ guarantee of the Revolving Credit Facility. Each of the guarantors of the Notes have guaranteed the Existing Senior Priority Guaranteed Notes and will guarantee the Notes on an equal and ratable basis.
Nabors intends to use the net proceeds from the offering to repay all of its outstanding 5.75% Senior Notes due 2025 (the “Senior Notes due 2025”). The remaining net proceeds will be used for general corporate purposes. As of today’s date, there is $474.1 million in aggregate principal of Senior Notes due 2025 outstanding.
The Notes will be offered and sold to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to persons outside the United States in accordance with Regulation S under the Securities Act and applicable exemptions from registration, prospectus or like requirements under the laws and regulations of the relevant jurisdictions outside the United States. The Notes will not be registered under the Securities Act and 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 securities laws. The Notes will also not be registered in any jurisdiction outside of the United States and no action or steps will be taken to permit the offer of the Notes in any such jurisdiction where any registration or other action or steps would be required to permit an offer of the Notes. The Notes will not be offered or sold in any such jurisdiction except pursuant to an exemption from, or in a transaction not subject to, the relevant requirements of laws and regulations of such jurisdictions.
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 its subsidiaries, 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. Learn more about Nabors and its energy technology leadership: www.nabors.com.
Media Contacts:
For further information regarding Nabors, please contact William C. Conroy, CFA, Vice President of Corporate Development & Investor Relations, +1 281-775-2423 or via e-mail william.conroy@nabors.com, or Kara Peak, Director of Corporate Development & Investor Relations, +1 281-775-4954 or via email kara.peak@nabors.com. To request investor materials, contact Nabors’ corporate headquarters in Hamilton, Bermuda at +441-292-1510 or via e-mail mark.andrews@nabors.com.
Exhibit 99.2
 |
NEWS RELEASE |
Nabors Prices $650 million in Senior Priority Guaranteed Notes
HAMILTON, Bermuda, November 15, 2023 /PRNewswire/ – Nabors Industries Ltd. (NYSE: NBR) (“Nabors”) today announced that Nabors Industries, Inc. (“NII”) has priced $650 million in aggregate principal amount of senior priority guaranteed notes due 2030 (the “Notes”) in the offering it announced earlier today. The Notes will bear interest at an annual rate of 9.125% and are being offered to investors at an initial price of 100% of par. The Notes will be fully and unconditionally guaranteed by Nabors and certain of Nabors’ indirect wholly-owned subsidiaries consisting of Nabors Drilling Holdings Inc., Nabors Drilling Technologies USA, Inc., Nabors International Finance Inc., Nabors Lux Finance 1 S.à.r.l., Nabors Lux 2 S.à.r.l., Nabors Global Holdings Limited, Nabors International Management Limited, Nabors Holdings Ltd. and Canrig Drilling Technology Canada Ltd. The sale of the Notes to the initial purchasers is expected to close on November 20, 2023, subject to customary closing conditions, and is expected to result in approximately $641 million in net proceeds to Nabors after deducting offering expenses payable by Nabors.
The Notes will be senior unsecured obligations of NII and will rank pari passu with NII’s existing 7.375% Senior Priority Guaranteed Notes due 2027 (the “Existing Senior Priority Guaranteed Notes”). The Notes will be guaranteed, jointly and severally, by (i) Nabors, (ii) each of the subsidiaries that guarantee Nabors’ existing 7.25% Senior Guaranteed Notes due 2026 and 7.50% Senior Guaranteed Notes due 2028 (together, the “Existing Guaranteed Notes”) and (iii) certain lower-tier subsidiaries of Nabors that guarantee NII’s revolving credit facility (the “Revolving Credit Facility”) but do not currently guarantee the Existing Guaranteed Notes (the “Lower Tier Notes Guarantors”). The guarantee of the Notes by the Lower Tier Notes Guarantors will be contractually subordinated in right of payment with respect to the Lower Tier Notes Guarantors’ guarantee of the Revolving Credit Facility. Each of the guarantors of the Notes have guaranteed the Existing Senior Priority Guaranteed Notes and will guarantee the Notes on an equal and ratable basis.
Nabors intends to use the net proceeds from the offering to retire its outstanding 5.75% senior notes due 2025 (the “Senior Notes due 2025”). The remaining net proceeds will be used for general corporate purposes. As of today’s date, there is $474.1 million in aggregate principal of Senior Notes due 2025 outstanding.
The Notes will be offered and sold to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and to persons outside the United States in accordance with Regulation S under the Securities Act and applicable exemptions from registration, prospectus or like requirements under the laws and regulations of the relevant jurisdictions outside the United States. The Notes will not be registered under the Securities Act and 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 securities laws. The Notes will also not be registered in any jurisdiction outside of the United States and no action or steps will be taken to permit the offer of the Notes in any such jurisdiction where any registration or other action or steps would be required to permit an offer of the Notes.
The Notes will not be offered or sold in any such jurisdiction except pursuant to an exemption from, or in a transaction not subject to, the relevant requirements of laws and regulations of such jurisdictions.
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 its subsidiaries, 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. Learn more about Nabors and its energy technology leadership: www.nabors.com.
Media Contacts:
For further information regarding Nabors, please contact William C. Conroy, Vice President of Corporate Development & Investor Relations, +1 281-775-2423 or via e-mail william.conroy@nabors.com, or Kara Peak, Director of Corporate Development & Investor Relations, +1 281-775-4954 or via email kara.peak@nabors.com. To request investor materials, contact Nabors’ corporate headquarters in Hamilton, Bermuda at +441-292-1510 or via e-mail mark.andrews@nabors.com.