HAMILTON, Bermuda, Jan. 9, 2017 /PRNewswire/ -- Nabors
Industries Ltd. (NYSE: NBR) ("Nabors") announced today that
its wholly owned subsidiary, Nabors Industries, Inc. ("NII"), has
commenced an offering of $500,000,000
aggregate principal amount of exchangeable senior unsecured notes
due 2024 (the "notes"), subject to market and other
conditions, through a private offering to 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 notes will accrue interest and be 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 $75,000,000 aggregate
principal amount of notes, solely to cover overallotments.
In connection with the pricing of the notes, Nabors and NII
intend to enter into privately negotiated capped call transactions
with one or more of the initial purchasers and/or their affiliates
(the "option counterparties"). The capped call transactions will
cover, subject to customary anti-dilution adjustments, the number
of Nabors' common shares that will initially underlie the notes.
The capped call transactions are expected to reduce potential
dilution to Nabors' common shares and/or offset potential cash
payments Nabors is required to make in excess of the principal
amount upon any exchange of notes, with such reduction and/or
offset subject to a cap. If the initial purchasers exercise their
overallotment option to purchase additional notes, Nabors and NII
may enter into additional capped call transactions with the option
counterparties.
The net proceeds from the offering will be used to prepay the
remaining balance of NII's unsecured term loan, which matures in
2020, as well as to pay the cost of the capped call transaction
entered into with respect to Nabors' common shares. Any remaining
net proceeds from the offering will be used for general corporate
purposes, including to repurchase or repay other indebtedness.
In connection with establishing their initial hedges of the
capped call transactions, the option counterparties and/or their
affiliates are expected to enter into various derivative
transactions with respect to Nabors' common shares and/or purchase
Nabors' common shares or other of Nabors' securities in secondary
market transactions concurrently with or shortly after the pricing
of the notes, including with certain investors in the notes. These
activities could have the effect of increasing, or reducing the
size of any decline in, the market price of Nabors' common shares
or the notes at that time.
In addition, the option counterparties have advised Nabors and
NII that the option counterparties and/or their affiliates may
modify their hedge positions by entering into or unwinding various
derivative transactions with respect to Nabors' common shares
and/or by purchasing or selling Nabors' common shares or other
securities of Nabors in secondary market transactions prior to the
maturity of the notes (and are likely to do so during any
observation period related to an exchange 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.
For further information regarding Nabors, please
contact Dennis A. Smith, Vice President of Corporate
Development & Investor Relations, at 281-775-8038. To request
investor materials, contact Nabors' corporate headquarters
in Hamilton, Bermuda at 441-292-1510 or via email
at mark.andrews@nabors.com.
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SOURCE Nabors Industries Ltd.