NBR Nabors Industries Ltd

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) March 2, 2015

NABORS INDUSTRIES LTD.

(Exact name of registrant as specified in its charter)

(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:

x          Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02                                           Results of Operations and Financial Condition.

On March 2, 2015, we issued a press release announcing our results of operations for the fourth quarter and full year 2014.  A copy of that release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The press release includes forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934.  Such forward-looking statements are subject to risks and uncertainties, as disclosed from time to time in our filings with the Securities and Exchange Commission.  As a result of these factors, our actual results may differ materially from those indicated or implied by such forward-looking statements.

We also presented in the press release certain “non-GAAP” financial measures.  We presented our adjusted EBITDA and adjusted income (loss) derived from operating activities for all periods presented in the release.  We also presented our adjusted income (loss) from continuing operations, net of tax, non-cash charges and other non-operational items and the related earnings (losses) per share impact of such charges for the three months ended December 31, 2014 and September 30, 2014. The components of these non-GAAP measures are computed by using amounts that are determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”).  Adjusted EBITDA is computed by subtracting the sum of direct costs and general and administrative expenses from the sum of Operating revenues and Earnings (losses) from unconsolidated affiliates.  Adjusted income (loss) derived from operating activities is computed similarly, but also subtracts depreciation and amortization expenses from the sum of Operating revenues and Earnings (losses) from unconsolidated affiliates.  Adjusted income (loss) from continuing operations, net of tax is computed by subtracting the sum of non-cash charges and other non-operational items from income (loss) from continuing operations, net of tax. As part of the press release information, we have provided a reconciliation of adjusted EBITDA and adjusted income (loss) derived from operating activities to income (loss) from continuing operations before income taxes, which is its nearest comparable GAAP financial measure. In addition, we provided a schedule of the non-cash charges and other non-operational items recorded for the three months ended December 31, 2014 and September 30, 2014, and their related earnings (losses) per share impact in calculating adjusted income (loss) from continuing operations, net of tax.

We included these non-GAAP financial measures in the release because management evaluates the performance of our business units and the consolidated company based on several criteria, including these non-GAAP measures, and because we believe these financial measures are an accurate reflection of our ongoing profitability.  There are, however, certain limitations to these measures and therefore they should be considered in addition to and not as an alternative to our results in accordance with GAAP.

Item 8.01.                                        Other Events.

On March 3, 2015, we will present certain information in connection with our call with shareholders, analysts and others relating to our results of operations discussed above.  Attached hereto as Exhibit 99.2 are slides that will be presented at that time.

Item 9.01                                           Financial Statements and Exhibits.

(d)  Exhibits

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SIGNATURE

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.

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EXHIBIT INDEX

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Exhibit 99.1

Nabors Announces Fourth-Quarter and Full-Year Financial Results

Notable items include:

·                  Fourth-quarter diluted EPS of $0.33, adjusted for impairments and other charges

·                  U.S., Canada and International drilling operations improved sequentially

·                  Three newbuild contracts awarded in U.S. Drilling segment in the fourth quarter

·                  Deployed 36 new or substantially upgraded rigs during the year

·                  Achieved the best annual safety performance in company history

·                  Impaired asset values by $387 million in goodwill and $612 million in equipment

·                  Expanded available credit facilities and cash by $525 million in February 2015

HAMILTON, Bermuda, March 2, 2015 — Nabors Industries Ltd. (NYSE:NBR) today reported fourth quarter revenues and earnings from unconsolidated affiliates of $1.78 billion, compared to $1.81 billion in the third quarter of 2014 and $1.61 billion in the same quarter of the prior year.  Excluding a third quarter early termination payment of $30 million, fourth quarter revenue was essentially unchanged sequentially and increased by 11% year-over-year. For the quarter, the combined drilling segments improved by 2%, with U.S., Canada and International drilling operations all growing as compared to the third quarter. These increases were offset by a 2% reduction in the Completion & Production Services business.  Revenues and earnings from unconsolidated affiliates for the full year 2014 was $6.80 billion compared to $6.15 billion in 2013, a 10% increase.

Income from continuing operations, net of taxes reported for the fourth quarter was a loss of $886.4 million or ($3.06) per diluted share, inclusive of $982.7 million in after-tax charges or $3.39 per share for asset impairments and transaction costs.  For the full year 2014, income from continuing operations, net of tax was a loss of $669.3 million or ($2.28) per diluted share.  Corresponding 2013 full-year results were $158.3 million or $0.51 per diluted share.  Adjusting for impairments and other charges, income from continuing operations, net of taxes for the fourth quarter was $96.3 million or $0.33 per fully diluted share.  This compares to adjusted net income from continuing operations, net of taxes of $116.7 million or $0.39 per share in the third quarter and $128.5 million or $0.42 per share in the same quarter of last year. The third quarter of 2014 included the $30.0 million pre-tax impact for an early termination payment.

Fourth quarter adjusted income derived from operating activities (“operating income”) was $152.1 million, bringing the total for 2014 to $598.0 million.  This compares to $159.6 million for the corresponding quarter of 2013 and $558.2 million for all of 2013.  Adjusted EBITDA was $445.7 million for the fourth quarter compared to $437.2 million in the same quarter last year and $490.0 million in the third quarter of 2014.  Full-year adjusted EBITDA for the year was $1.74 billion, which compares favorably to $1.64 billion in 2013.

Anthony Petrello, Nabors’ Chairman and CEO, commented, “Despite the initial effects of the weakening environment, our drilling operations posted a sequential improvement in operating income, primarily attributable to new rig deployments and the seasonal ramp-up in Alaska. Our Canada drilling business also improved due to the usual seasonal ramp-up. Our International drilling segment benefitted from new rig deployments and recent contract renewals. These were more than offset by lower results in our Rig Services and Completion and Production Services operations as a result of lower activity and increased pricing competitiveness.

“Thanks to our experienced executive management team, we are confident in our ability to manage through this downturn.  We are taking the necessary steps to scale the company for the current environment, while we continue investing in advanced drilling technologies.  We intend to emerge from this downturn consolidating our position as the leading global land driller.

“We are taking numerous actions aimed at lowering our costs in ways that do not inhibit our core capabilities and flexibility.  For example, we have significantly scaled back our pace of new U.S. rig construction and will make further adjustments based on the outcome of ongoing discussions regarding additional rig awards.  During the quarter, we continued to demonstrate our ability to secure these rig awards, with three additional U.S new-build contracts: two PACE®-X rigs and another one of our proprietary coiled tubing drilling units under a six-year contract for work on the North Slope of Alaska.

“The most notable achievement of 2014 was continued improvement of our safety record. Both our U.S. Lower 48 and worldwide total recordable incidence rate were the lowest ever at less than one incident per 200,000 man-hours.  As noteworthy as this record is, no incident is acceptable to us and we remain focused on our ultimate goal of zero incidents.”

Drilling and Rig Services

Operating income in the Drilling & Rig Services business line was essentially flat at $189.6 million from $218.3 million in the third quarter, when included a $30 million final payment from a 2013 contract termination.  Adjusted EBITDA in this unit improved by approximately $6 million exclusive of the termination payment.

U.S. Drilling operating income of $90.5 million represents a decrease of $26.7 million sequentially, reflecting the $30 million termination payment received in the third quarter, modest improvement in the U.S. Lower 48 operations and seasonal improvement in Alaska, partially offset by slower activity in the U.S. Gulf of Mexico.  In the Lower 48 operation, exclusive of the effect of the termination payment, the fourth quarter’s results include an increase in daily rig margins of approximately $236, reflecting improved pricing and mix, and four fewer average rigs working as customers began to rationalize their capital spending budgets.  Demand for PACE®-X rigs continues as indicated by the award of two additional rigs.  The total number of contracted PACE®-X rig awards is now 41, with 16 deployments for the year and 36 deployed in aggregate to date.  Utilization for AC rigs was 89%, while SCR rig utilization was 44% overall and 65% for the pad-capable units.  This operation deployed five PACE®-X rigs in the fourth quarter and plans to complete 17 additional rigs during 2015, nine of which have contracts.  Activity in Alaska should improve significantly in the seasonally high first quarter, with lower but meaningful year-over-year improvement in the subsequent quarters of 2015.  The Company expects lower results in the Gulf of Mexico until the fourth quarter, when its new deepwater platform is scheduled to commence operations.

International operating income increased by approximately 11% sequentially to $75.7 million, principally reflecting new rig startups, partially offset by rig moves and rig releases in Mexico, rig downtime, and lower operating results in Venezuela.  For 2015, results should benefit from full-year contributions of the recent rig deployments in Saudi Arabia, plus partial years from the awards announced last quarter.  In Mexico, two recently completed newbuild platform rigs are set to commence in the second quarter.  Partially offsetting these developments is the wind-down in the first half of 2015 of a successful, multi-year, two-rig project in Papua New Guinea. The International customer base has not been immune to the decline in oil prices since mid-year 2014.  Demand for newbuild rigs has softened and several customers have requested price adjustments, a trend that could continue through 2015.

Canada operating income increased sequentially to $14.6 million from $11.5 million in the third quarter.  Demand in this market has weakened and warm weather is leading to lower than expected first quarter results this year.

Rig Services operating income declined sequentially by 58% to $8.8 million, due to declines at both Canrig and Ryan.  Canrig’s capital equipment margins declined for both third-party customers and Nabors. Ryan Directional Services’ business was the first among our operations to experience lower utilization and aggressive competition as a result of the recent reductions in U.S. drilling activity.

Completion & Production Services

The Completion & Production Services business line recorded operating income of $16.7 million, with adjusted EBITDA of $73.7 million.  Seasonal declines, competitive pricing and multiple large customer spending reductions led to sequential declines in both businesses.

In Completion Services, operating income was $4.9 million, despite the second highest quarterly stage count in this operation’s history, with the return of price competition and persistent higher logistics costs.

Production Services saw a sequential decrease of $9.4 million in operating income, primarily attributable to the aforementioned seasonality and continuing budget constraints of key customers.  Average rig pricing improved slightly during the quarter.

Financial Discussion

The financial results for the fourth quarter included a number of exceptional charges, totaling approximately $1.2 billion ($982.7 million tax effected), related to the current industry downturn and to the pending transaction with C&J Energy Services. Market conditions drove pre-tax impairments of both underutilized assets and goodwill amounting to $612 million and $387 million, respectively. Approximately two-thirds of the asset impairments relate to legacy rigs and associated equipment, including the workover jackups in the U.S. Drilling segment. These rigs have experienced a decline in utilization over the last several years. The potential financial return does not justify investment in necessary repair, recertification, or inspection of this legacy rig equipment.  Most of the balance of the impaired assets consists of underutilized rigs and components in International operations and Canrig component inventory, while a majority of the goodwill impairments are associated with Completion Services.

As previously disclosed, the C&J deal required the restructuring of several of our legal entities in preparation for the pending closing of the transaction. This internal reorganization had a tax impact of approximately $180 million, essentially non-cash. The financial results also included various transaction costs related to the C&J transaction totaling $5 million before taxes.

William Restrepo, Nabors CFO, stated, “While our liquidity and financial flexibility remain strong, we are moving swiftly to reduce all aspects of our operating, support and capital costs in the current environment.  In addition to curtailing our newbuild program, we have reduced staffing levels and have begun consolidating our operating footprint.  We have also made progress working with our vendors to reduce costs across our supply chain.   Our target remains to generate positive free cash flow during 2015.”

In February, the Company expanded its revolving line of credit by $225 million. In addition, the Company announced the expansion of its financial capacity with the establishment of an unsecured

three-year $300 million bank loan.  The proceeds are being used to redeem outstanding short-term commercial paper as it matures.  The loan agreement dictates repayment of the outstanding borrowings upon receipt of the $688 million cash proceeds it expects to receive from the pending transaction with C&J Energy Services.

Outlook and Summary

The Company expects further improvement in International and Alaska drilling operations, more than offset by sharp decreases in the U.S. Lower 48 operations and smaller, but significant, decreases in the U.S. Offshore, Canada and Rig Services operations.  Similarly, the Company foresees smaller but still meaningful decreases in its Completion & Production Services businesses.   While the International unit is still expected to progressively improve this year, the improvement will be less significant than previously anticipated and the potential for geopolitical interruptions is higher.

Petrello concluded, “Our transaction with C&J Energy Services is now awaiting the outcome of the C&J shareholder vote, scheduled for March 20. Assuming a favorable outcome, we anticipate closing the transaction the following week.”

About Nabors

The Nabors companies own and operate approximately 466 land drilling rigs throughout the world and approximately 543 land workover and well servicing rigs in North America. Nabors’ actively marketed offshore fleet consists of seven jackups and 36 platform rigs in the United States and multiple international markets. In addition, Nabors is one of the largest providers of hydraulic fracturing, cementing, nitrogen and acid pressure pumping services with approximately 800,000 hydraulic horsepower currently in service. Nabors also manufactures top drives and drilling instrumentation systems.  Nabors participates in most of the significant oil and gas markets in the world.

The information above includes forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. 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.  The projections contained in this release reflect management’s estimates as of the date of the release.  Nabors does not undertake to update these forward-looking statements.

Important Additional Information

In connection with the proposed transactions, Nabors Red Lion Limited (which will be renamed C&J Energy Services Ltd. as of the closing of the proposed transaction) (“Red Lion”) has filed with the SEC a registration statement on Form S-4 that includes a proxy statement of C&J Energy Services, Inc. (“C&J”) that also constitutes a prospectus of Red Lion. On February 13, 2015, the registration statement was declared effective by the SEC, C&J filed a definitive proxy statement with the SEC, and Red Lion filed a definitive prospectus with the SEC.  Each of Red Lion and C&J also plans to file other relevant documents with the SEC regarding the proposed transactions. This material is not a substitute for the final prospectus/proxy statement or any other documents the parties will file with the SEC. Mailing of the definitive proxy statement/prospectus to the stockholders of C&J

commenced on February 13, 2015. INVESTORS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the registration statement, the definitive joint proxy statement/prospectus and other relevant documents filed by Red Lion and C&J with the SEC at the SEC’s website at www.sec.gov.  You may also obtain copies of the documents filed by Red Lion with the SEC free of charge on Nabors Industries Ltd.’s (“Nabors”) website at www.nabors.com, and copies of the documents filed by C&J with the SEC are available free of charge on C&J’s website at www.cjenergy.com.

Participants in the Solicitation

Red Lion, C&J and Nabors and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transactions.  Information about C&J’s directors and executive officers is available in C&J’s proxy statement dated April 10, 2014, for its 2014 annual meeting of shareholders.  Information about Nabors’ directors and executive officers is available in Nabors’ proxy statement dated April 30, 2014, for its 2014 annual meeting of shareholders.  Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transactions when they become available. Investors should read the proxy statement/prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents from C&J and Nabors using the sources indicated above.

This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

MEDIA CONTACT:

Dennis A. Smith, Director of Corporate Development & Investor Relations, +1 281-775-8038.  To request investor materials, contact Nabors’ corporate headquarters in Hamilton, Bermuda at +441-292-1510 or via e-mail at mark.andrews@nabors.com

SOURCE: Nabors Industries Ltd.

NABORS INDUSTRIES LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(Unaudited)

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NABORS INDUSTRIES LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(1)                                 Represents subsidiary preferred stock from acquisition in September 2010.  All 75,000 outstanding shares were redeemed in June 2014.

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NABORS INDUSTRIES LTD. AND SUBSIDIARIES

SEGMENT REPORTING

(Unaudited)

The following tables set forth certain information with respect to our reportable segments and rig activity:

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(1)                     Includes our drilling technology and top drive manufacturing, directional drilling, rig instrumentation and software services. These services represent our other companies that are not aggregated into a reportable operating segment.

(2)                     Includes earnings (losses), net from unconsolidated affiliates, accounted for using the equity method, of ($.6) million, $(1.4) million and ($2.9) million for the three months ended December 31, 2014 and 2013 and September 30, 2014, respectively, and ($6.8) million and ($.4) million for the years ended December 31, 2014 and 2013, respectively.

(3)                     Includes earnings (losses), net from unconsolidated affiliates, accounted for using the equity method, of $.2 million, $(.2) million and $0 million for the three months ended December 31, 2014 and 2013 and September 30, 2014, respectively, and $.5 million and $.4 million for the years ended December 31, 2014 and 2013, respectively.

(4)                     Represents the elimination of inter-segment transactions.

(5)                     Adjusted EBITDA is computed by subtracting the sum of direct costs and general and administrative expenses from the sum of Operating revenues and Earnings (losses) from unconsolidated affiliates. There are limitations inherent in using adjusted EBITDA as a measure of overall profitability because it excludes significant expense items. However, management evaluates the performance of our business units and the consolidated company based on several criteria, including adjusted EBITDA and adjusted income (loss) derived from operating activities, because we believe that these financial measures accurately reflect our ongoing profitability. These amounts should not be used as a substitute for the amounts reported in accordance with GAAP. To compensate for the limitations in utilizing adjusted EBITDA as an operating measure, management also uses GAAP measures of performance, including income from continuing operations and net income, to evaluate performance, but only with respect to the Company as a whole and not on a segment basis.  A reconciliation of this non-GAAP measure to income (loss) from continuing operations before income taxes, which is a GAAP measure, is provided in the table set forth immediately following the heading “Reconciliation of Non-GAAP Financial Measures to Income (loss) from Continuing Operations before Income Taxes”.

(6)                     Represents the elimination of inter-segment transactions and unallocated corporate expenses.

(7)                     Adjusted income (loss) derived from operating activities is computed by subtracting the sum of direct costs, general and administrative expenses and depreciation and amortization from the sum of Operating revenues and Earnings (losses) from unconsolidated affiliates. These amounts should not be used as a substitute for the amounts reported in accordance with GAAP. However, management evaluates the performance of our business units and the consolidated company based on several criteria, including adjusted income (loss) derived from operating activities, because it believes that these financial measures accurately reflect our ongoing profitability. A reconciliation of this non-GAAP measure to income (loss) from continuing operations before income taxes, which is a GAAP measure, is provided in the table set forth immediately following the heading “Reconciliation of Non-GAAP Financial Measures to Income (loss) from Continuing Operations before Income Taxes”.

(8)                     Excludes well-servicing rigs, which are measured in rig hours.  Includes our equivalent percentage ownership of rigs owned by unconsolidated affiliates.  Rig years represent a measure of the number of equivalent rigs operating during a given period.  For example, one rig operating 182.5 days during a 365-day period represents 0.5 rig years.

(9)                     International rig years includes our equivalent percentage ownership of rigs owned by unconsolidated affiliates, which totaled 2.5 years during each of the three months ended December 31, 2014 and 2013 and September 30, 2014 and 2.5 years for each of the years ended December 31, 2014 and 2013.

(10)              Rig hours represents the number of hours that our well-servicing rig fleet operated during the period.

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NABORS INDUSTRIES LTD. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO

INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES

(Unaudited)

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NABORS INDUSTRIES LTD. AND SUBSIDIARIES

COMPUTATION OF EARNINGS (LOSSES) PER SHARE

(Unaudited)

A reconciliation of the numerators and denominators of the basic and diluted earnings (losses) per share computations is as follows: