Current Report Filing (8-k)
January 07 2020 - 6:03AM
Edgar (US Regulatory)
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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): January 6, 2020
NABORS INDUSTRIES LTD.
(Exact name of registrant as specified in
its charter)
Bermuda
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001-32657
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98-0363970
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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Crown House
4 Par-la-Ville Road
Second Floor
Hamilton, HM08 Bermuda
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N/A
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(Address of principal executive offices)
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(Zip Code)
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(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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of exchange on which
registered
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Common shares
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NBR
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NYSE
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Preferred shares — Series A
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NBR.PRA
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NYSE
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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).
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 2.02 Results
of Operations and Financial Condition.
In connection with the offering described in Item 7.01
below, Nabors Industries Ltd. (“Nabors”) will provide certain additional information to prospective investors, including,
that as of December 31, 2019: (i) Nabors had $355.0 million of borrowings under the $666.25 million unsecured revolving credit
facility of its indirect wholly-owned subsidiary, Nabors Industries, Inc. (“NII”) dated November 29, 2012 and no borrowings
outstanding under NII’s $1.1036 billion senior unsecured revolving credit facility dated October 11, 2018, (ii) Nabors’
net debt was $2.9 billion and (iii) the aggregate outstanding principal amount of all of Nabors’ existing senior unsecured
notes was $3.1 billion.
Non-GAAP Disclaimer
Net debt is computed by subtracting
the sum of cash, cash equivalents and short-term investments from total debt. This non-GAAP measure has limitations and therefore
should not be used in isolation or as a substitute for the amounts reported in accordance with GAAP. However, management evaluates
the performance of its operating segments based on several criteria, including net debt, because it believes that this financial
measure accurately measures Nabors’ liquidity. In addition, securities analysts and investors use this measure as one of
the metrics on which they analyze Nabors’ performance. Other companies in this industry may compute this measure differently.
A reconciliation of net debt to total debt, which is the nearest comparable GAAP financial measure, is provided in the table below:
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December 31, 2019
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Gross Debt
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$3.3 billion
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Cash, Cash Equivalents & Short-Term Investments
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$0.4 billion
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Net Debt
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$2.9 billion
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The information in Item 2.02 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 7.01 Regulation FD Disclosure
On January 6, 2020, Nabors issued a press release announcing
the launch of an offering of senior guaranteed notes due 2026 (the “2026 Notes”) and senior guaranteed notes due 2028
(the “2028 Notes” and together with the 2026 Notes, the “Notes”). The Notes will be fully and unconditionally
guaranteed by certain of Nabors’ indirect wholly-owned subsidiaries consisting of NII, Nabors Drilling Holdings Inc., Nabors
International Finance Inc., Nabors Lux Finance 1, Nabors Global Holdings Ltd. and Nabors Holdings Ltd. A copy of the press release
is included in this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
On January 6, 2020, Nabors issued a press release announcing
that NII commenced (i) cash tender offers to repurchase up to $800 million aggregate purchase price of NII’s 5.50% senior
notes due 2023 (the “5.50% Notes”), 4.625% senior notes due 2021 (the “4.625% Notes”), 5.10% senior notes
due 2023 and 5.00% senior notes due 2020 and (ii) consent solicitations from holders of the 5.50% Notes and the 4.625% Notes to
amend certain provisions of indentures governing the 5.50% Notes and the 4.625% Notes.
The following table sets forth certain
terms of the Tender Offers and Consent Solicitations:
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Dollars
per $1,000 Principal Amount of Notes
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Series
of Notes
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CUSIP
Number(s)
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Aggregate
Principal
Amount Outstanding(1)
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Tender
Cap
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Acceptance
Priority
Level
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Tender
Offer
Consideration(2)
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Early
Tender
Premium(2)
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Total
Consideration (2)(3)
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5.50%
Senior Notes due 2023
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62957HAC9
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$
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501,003,000
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N/A
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1
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$
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960.00
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$
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50.00
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$
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1,010.00
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4.625%
Senior Notes due 2021
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629568
AX4
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$
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634,999,000
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N/A
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2
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$
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972.50
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$
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50.00
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$
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1,022.50
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5.10%
Senior Notes due 2023
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629568BB1;
629568BA3
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$
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337,278,000
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$
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100,000,000
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3
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$
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890.00
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$
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50.00
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$
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940.00
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5.00%
Senior Notes due 2020
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629568AV8;
629568AU0
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$
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289,487,000
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$
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50,000,000
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4
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$
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965.00
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$
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50.00
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$
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1,015.00
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(1)
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As of January 6, 2020, 5.00% Senior Notes due 2020 outstanding principal amount includes $7,325,000 in principal amount held
by the Company that will not participate in the Tender Offer.
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(2)
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Per $1,000 principal amount of Notes validly tendered and accepted for purchase.
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(3)
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Includes the Early Tender Premium.
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A copy of the 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
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.
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NABORS INDUSTRIES LTD.
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Date: January 6, 2020
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By:
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/s/ Mark D.
Andrews
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Name: Mark D. Andrews
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Title: Corporate Secretary
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