NABORS INDUSTRIES LTD

Nabors Delaware closed a $700M sale of 7.625% senior priority guaranteed notes due 2032-11-15 on 2025-11-10, raising about $687.9M net. Nabors intends to use it to retire all of its 7.375% notes due 2027 ($546.1M outstanding), with the rest for general purposes. This refinances existing debt into a later maturity at a slightly higher coupon.

debt financing

On 2025-08-20 Nabors sold Quail Tools, a business it gained in the Parker deal, to Superior Energy Services for $600.0M plus working-capital adjustments: $375.0M cash at closing and a $250.0M secured seller note due 2026-05-20 (7.50% for 180 days, then 10.0%). The press release says the sale cuts Nabors' net debt by more than 25% and expects about $5M of cash taxes; Nabors keeps the rest of the Parker portfolio. Shareholders now depend on Superior paying the note.

asset acquisition disposition

Nabors completed its Parker Drilling merger on 2025-03-11, resolving the pending deal. Each Parker share became a pro rata share of up to 4,800,000 Nabors common shares plus $562,000 in cash, and Parker is now a wholly owned subsidiary. Parker's $178.1M second-lien term loan (13.0%, due 2025-09-26) stays in place; the merger triggered a change-of-control requirement to repay or refinance it within 30 days or offer to repurchase it at 101%, and Nabors says it currently intends to refinance it with new debt, subject to market conditions. Parker's bank credit agreement was ended (no borrowings, $16.7M of letters of credit replaced under Nabors' facilities). Parker holders also got registration rights on their Nabors shares, and Parker financial statements and pro forma figures are to follow by amendment.

business combination

Nabors filed its registration statement (Form S-4) with a joint proxy statement/prospectus for the Parker merger agreed on 2024-10-14, repeating the terms and adding detail. Up to 4,800,000 Nabors shares would be issued (worth about $372.1 million at the Oct. 14 price), former Parker holders would own about 31% of the combined company, and the Parker holders who signed support agreements (about 85.04% of Parker's stock) must hold the new shares for 90 days. Existing Nabors shares are not changed. The filing is preliminary and not yet effective.

business combination

Nabors agreed on 2024-10-14 to buy Parker Drilling Company by merging a Nabors subsidiary into it, so Parker becomes a wholly owned Nabors subsidiary. Parker holders get 4,800,000 Nabors shares if Nabors' 15-day average price is between $42.70 and $99.62; above $99.62 the share count falls (a fixed $478,176,000 divided by the price), and below $42.70 they also get cash (4,800,000 shares plus $204,960,000 minus 4,800,000 times the price). Closing needs Nabors and Parker shareholder approval, antitrust clearance, NYSE listing of the new shares and an effective S-4, and either side can walk away if not closed by May 29, 2025; a $10 million termination fee applies in each direction under specified circumstances. Parker holders who sign voting and support agreements (the Supporting Stockholders) have agreed to vote for the deal, and will get registration rights and Nabors voting/lock-up agreements at closing. For existing Nabors shareholders, this means new shares will be issued and a vote on that issuance is required.

business combination

Nabors' US subsidiary closed a sale of $550 million of 8.875% senior guaranteed notes due August 15, 2031, with net proceeds of about $540.7 million. Together with cash on hand, the proceeds are intended to fund the full redemption of the $555.9 million of 7.25% senior guaranteed notes due 2026. The new notes carry a higher stated rate (8.875% against 7.25%), which follows from the filing's figures.

debt financing

On June 17, 2024, Nabors amended and restated its January 2022 credit agreement, replacing the prior $350 million facility, which would have matured January 21, 2026. The new $475 million secured facility has $350 million of revolving credit and a $125 million letter of credit tranche, a $200 million uncommitted accordion and a maturity of June 17, 2029 (earlier if certain debt securities are not paid down). It is secured by a first-priority lien on land drilling rigs and related equipment in the contiguous US and keeps the 2.75:1 interest coverage and 90% minimum guarantor value covenants.

debt financing

Nabors' US subsidiary closed a sale of $650 million of 9.125% senior priority guaranteed notes due January 31, 2030, with net proceeds of about $640.3 million. Nabors intends to use the proceeds to retire all of its 5.75% senior notes due 2025, of which $474.1 million was outstanding, with the remainder for general corporate purposes. This continues the open thread on repaying the 5.75% 2025 notes ahead of maturity. The new notes carry a higher stated interest rate (9.125% against 5.75%), which follows from the filing's figures.

debt financing

The exchangeable notes offering closed on February 14, 2023. The $25 million option was exercised in full, bringing the total to $250 million, and net proceeds were about $242.2 million. Nabors says it intends to use the proceeds to redeem all of its 9.00% notes due February 2025, which continues the earlier plan to retire higher-rate debt. The notes carry a 1.750% rate and are exchangeable at about $212.51 per share.

capital raising announcement

Nabors' US subsidiary agreed to sell $225 million of 1.750% exchangeable notes due June 15, 2029, guaranteed by Nabors Ltd, with a further $25 million option. The notes can be exchanged for cash, Nabors shares or a mix at the company's election, at an initial exchange price of about $212.51 per share. The stated plan is to use proceeds to redeem all of its 9.00% senior priority guaranteed notes due February 2025, with any excess for general corporate purposes. If holders exchange into shares, existing shareholders could be diluted. The company can choose cash instead.

capital raising announcement

Nabors signed a new secured $350 million revolving credit facility (plus a $100 million accordion) with Citibank as agent, maturing January 21, 2026 and replacing the 2018 facility that would have matured October 11, 2023. It swaps the old minimum liquidity and asset coverage tests for an interest coverage ratio and minimum guarantor value, and requires the 5.1% 2023, 5.5% 2023 and 5.75% 2025 notes to be repaid 90 days before maturity, with a defease or refinance requirement for the 0.75% exchangeable notes; the press release states an initial borrowing cost of about 3.1%.

debt financing

Nabors' US subsidiary closed a $700 million sale of 7.375% senior priority guaranteed notes due May 15, 2027, receiving about $688.9 million net. It plans to use about $457.5 million to repay revolving credit facility borrowings and the rest for general corporate purposes, extending debt maturities but adding a new bond.

debt financing

Nabors' Canadian drilling subsidiary agreed to sell all of its drilling rigs and certain related assets to Ensign Drilling Inc. for CAD $117.5 million (about US $95.5 million). Closing needs regulatory approvals and other conditions, and either side can terminate if it has not closed by August 31, 2021; this would end Nabors' Canadian rig ownership via that unit, as the sale covers all of its rigs.

material agreement

Nabors set up the warrants it declared on May 27, 2021: shareholders of record on June 4, 2021 get two-fifths of a warrant per common share (about 3,742,310 million warrants in total as the filing states it), distributed June 11, 2021. Each warrant lets the holder buy one share at $166.66667 (holders may also be eligible for an extra one-third share), payable in cash or designated Nabors notes, through June 11, 2026 unless the company accelerates it on 20 days' notice; exercising adds shares, so existing holders could be diluted.

material agreement

NABORS INDUSTRIES LTD's exchange filed to remove a class of its securities from listing.

listing compliance notice

On 2020-12-01 Nabors Delaware issued $175.575M of new 9.0% notes due 2025 in exchange for $380.196M of older notes: the 4.625% 2021, 5.50% 2023, 5.10% 2023, 5.75% 2025, 0.75% exchangeable 2024, 7.25% 2026 and 7.50% 2028 notes. There were no cash proceeds. The new notes are guaranteed by Nabors and subsidiaries and, as described, rank ahead of the older non-guaranteed notes. Total face debt drops, but at a 9.0% rate, and the exchanged holders move into higher-ranking notes.

debt financing

On 2020-10-29 Nabors Delaware issued $50.485M of new 6.5% notes due 2025 in exchange for $115M of its 0.75% exchangeable notes due 2024, with no cash proceeds. The new notes carry guarantees from Nabors and subsidiaries, including some lower-tier ones. It also amended the exchangeable notes' indenture so any future exchange must be settled in cash, not shares. This is the first step of exchanging older notes for new ones, and it reduces the face amount of the exchangeable notes (the cash-settlement change means those notes can no longer add shares).

debt financing

On 2020-09-24 Nabors amended its 2018 credit agreement (Amendment No. 4). Lenders get a first-lien claim on certain US and Canadian drilling rigs, and the 5.5x debt-to-EBITDA test is replaced by a minimum liquidity requirement of $160.0M. The guarantor coverage ratio rises from 2.5x to 4.25x, the general debt basket falls to $90.0M, and up to $500M of subordinated-ranking unsecured notes is allowed. Maturity, commitments and interest are unchanged, and lenders who approved were paid a 0.25% fee. This changes the December 2019 covenant terms and puts rig security behind the bank debt.

debt financing

the exchange certified NABORS INDUSTRIES LTD's securities for listing, clearing them to begin trading.

listing compliance notice

The January 2020 tender offers for Nabors Delaware's notes drew enough early responses that the company raised its total cap from $800M to about $955.6M. It accepted all tendered 5.50% 2023 notes ($407.7M), $379.7M of the 4.625% 2021 notes (about 89.5% of those tendered, prorated) and all tendered 5.10% 2023 notes ($165.5M), with payment expected 2020-01-22. No 5.00% 2020 notes were accepted, and late tenders will not be accepted. Holders of a majority of the 5.50% notes consented to strip most restrictive covenants from their indenture, effective once the notes are purchased. This resolves the open question on the January tender offers.

material agreement

Nabors closed the sale of $600 million of 7.25% notes due 2026 and $400 million of 7.50% notes due 2028 on 2020-01-10, raising about $983.98 million net. It intends to use the money to fund tender offers of up to $800 million for its 5.50% 2023, 4.625% 2021, 5.10% 2023 and 5.00% 2020 notes, with the rest going to repay other debt and general purposes. This continues the refinancing of upcoming maturities, at higher interest rates than the notes being bought back.

debt financing

On 2019-12-13 Nabors amended its October 2018 credit agreement: lender commitments fell to $981.6 million (US) and $32.0 million (Canada), and the net debt-to-capital covenant was replaced with a limit of 5.5 times EBITDA. The lien and debt baskets were each cut by $50 million, and Nabors gained the ability to repay up to $150 million of its notes due February 2025. Management said the changes give more room to absorb market shocks and refinance maturities through early 2023, while the lenders' commitments shrank. The release cites a net debt target of $2.9 billion at year-end.

debt financing

On 2018-10-11 Nabors closed a new unsecured revolving credit facility of $1.267 billion, maturing 2023-10-11, or 2022-07-19 if any of the 5.5% notes due January 2023 are still outstanding. At the same time it cut the existing revolver, due 2020-07-14, to $666.25 million. The new facility adds a debt-to-drilling-assets covenant and subsidiary guarantees, and limits dividends to $110 million a year. It replaces part of the older revolver with a longer-dated one.

debt financing

the exchange certified NABORS INDUSTRIES LTD's securities for listing, clearing them to begin trading.

listing compliance notice

Nabors priced the offerings it launched on 2018-05-09: 35 million common shares at $7.75 each, and 5 million 6.00% mandatory convertible preferred shares at $50 each. Gross proceeds are expected to be $521.25 million, to repay revolver borrowings and for general corporate purposes. The preferred converts around 2021-05-01 into 5.3763 to 6.4516 common shares each, with cumulative dividends from 2018-08-01 if declared. Underwriters hold 30-day options for 5.25 million more common and 750,000 more preferred shares. Closing was expected around 2018-05-14. This resolves the open question on terms from the earlier launch, and the new shares dilute existing holders.

capital raising announcement

On 2018-05-09 Nabors launched public offerings of 35 million common shares and 5 million mandatory convertible preferred shares (each with a $50 liquidation preference, converting around 2021-05-01), plus overallotment options. Proceeds are meant to repay revolver borrowings and for general corporate purposes. New shares would dilute existing holders, and the dividend rate and conversion terms were not yet set.

capital raising announcement

On 2018-01-16 Nabors' US subsidiary priced $800 million of 5.75% senior notes due 2025, guaranteed by Nabors, with closing expected around 2018-01-23. Proceeds are intended to repay debt, including the 6.15% notes due February 2018, first paying down the revolver and commercial paper.

material agreement

Nabors completed the Tesco acquisition on 2017-12-15, so Tesco is now an indirect wholly owned subsidiary and Tesco shares stopped trading on NASDAQ. About 32.0 million new Nabors shares are being issued (up slightly from the roughly 31.8 million expected in August), and Tesco options and RSUs were cashed out. This resolves the August 2017 agreement.

capital raising announcement

On 2017-08-13 Nabors agreed to buy Tesco Corporation in an all-stock deal: each Tesco share becomes 0.68 of a Nabors share, which would mean about 31.8 million new Nabors shares (diluting existing holders). Closing needs Tesco shareholder approval, an Alberta court order and regulatory approvals; Tesco would owe Nabors an $8 million fee if it terminates for a superior proposal.

business combination

The $500 million exchangeable notes closed on January 13, 2017, and the initial purchasers exercised their $75 million option in full on January 10 (so $575 million in total, an inference from the two figures). Net proceeds were about $561.2 million, to be used to prepay $162.5 million of the term loan and pay about $40.3 million for the capped calls, with the rest for general purposes. Additional capped calls were entered for the extra notes. This completes the offering announced on January 9; any shares issued on exchange would dilute holders, subject to the capped call offset.

capital raising announcement

On January 9, 2017 Nabors Industries, Inc. agreed to sell $500 million of 0.75% exchangeable senior notes due January 15, 2024, guaranteed by Nabors, with a 30-day option for $75 million more. The notes can be exchanged for cash, Nabors shares or a mix at the company's choice, at an initial price of about $25.16 per share (39.7488 shares per $1,000). Nabors also bought capped calls with a $31.4475 cap, which are expected to reduce potential dilution or offset cash payments on exchange. The announced plan is to use proceeds to prepay the remaining term loan and pay for the capped calls.

capital raising announcement

The $600 million 5.5% senior notes due January 15, 2023 closed on December 9, 2016, with net proceeds of about $587.3 million. Proceeds are intended to prepay the $162.5 million portion of the $325 million term loan and all revolver borrowings, with any remainder for general purposes. Nabors must file to register an exchange offer for the notes by October 5, 2017. This completes the offering announced December 2.

debt financing

On December 2, 2016 Nabors Industries, Inc. agreed to sell $600 million of 5.50% senior notes due 2023, guaranteed by Nabors, to initial purchasers led by Morgan Stanley, with closing expected around December 9. The press releases say the proceeds are meant to prepay the $162.5 million portion of the September 2015 term loan due in 2018 and all amounts outstanding under the revolver, with any leftover going to general purposes such as repaying commercial paper or other debt.

material agreement

On October 31, 2016 Nabors signed a shareholders agreement with Saudi Aramco to form a 50/50 joint venture in Saudi Arabia to own and operate onshore drilling rigs, expected to start commercial operations by the end of Q2 2017 with a 40-year initial term. Nabors will put in $20 million cash plus five rigs and related assets at start-up, and five more rigs in January 2019; the JV is also to buy 50 more rigs over 10 years from an Aramco rig-manufacturing JV, and Nabors must backstop its share of the first 25 rig purchases if the JV lacks cash or financing. Each side's initial investment through January 2019 is expected to approach US$500 million, mostly rigs, inventory and facilities rather than cash.

material agreement

On July 14, 2015 Nabors amended its November 2012 revolving credit agreement, raising borrowing capacity from $1.5 billion to $2.2 billion, extending maturity to July 14, 2020, and lowering the rate to LIBOR plus 125 bps with a 15 bps fee on undrawn amounts. The accordion option grew from $450 million to $500 million and up to two one-year extensions can be requested. Nabors says it expects to use it for strategic investments, debt refinancing and other corporate uses.

material agreement

On March 24, 2015 Nabors completed the separation of its completion and production services business and the merger with C&J; the combined company is now C&J Energy Services Ltd. (NYSE: CJES, trading from March 25, 2015). Nabors received about $688 million in cash and owns about 53% of the combined company, with C&J's former public shareholders holding about 47%. Nabors expects to use the cash to prepay its $300 million term loan and for general corporate purposes. This resolves the pending C&J transaction and the March 31, 2015 deadline.

asset acquisition disposition

On February 6, 2015 Nabors amended the C&J deal terms, cutting the intercompany notes to be repaid at closing by $250 million, so Nabors would now receive about $688 million in cash (down from about $938 million) plus about 62.5 million Red Lion shares. It also took out a $300 million three-year unsecured term loan (margin 150 bps over LIBOR; Citibank administrative agent, guaranteed by Nabors), and amended the tax-opinion terms and a $65 million termination-fee condition tied to Nabors delivering financial information by March 3, 2015.

business combination

On June 25, 2014 Nabors agreed to separate its U.S. and Canadian completion and production services businesses into its subsidiary Nabors Red Lion Limited and merge that subsidiary with C&J Energy Services. Nabors would receive about $938 million in cash and hold 50.25% of the fully diluted equity of the combined company (expected to be about 53% of outstanding shares), which would be renamed C&J Energy Services Ltd. and listed on the NYSE as CJES. Closing needs C&J shareholder approval, an effective Form S-4, antitrust clearance and other conditions, and is expected before the end of 2014 with no assurance; C&J owes Nabors a $65 million termination fee in several scenarios.

material agreement

The $700 million note sale closed September 12, 2013 (net proceeds about $695.0 million), and NII bought back about $785.4 million of its 9.25% notes due 2019 for $992.1 million plus accrued interest, funded by the new notes, commercial paper borrowings and cash. This completes the refinancing launched on September 4; roughly $339.6 million of the 2019 notes appears to remain outstanding (inference from $1.125 billion less $785.4 million). NII and Nabors must file to register an exchange offer for the new notes by May 12, 2014.

debt financing

On September 4, 2013 Nabors' subsidiary NII agreed to sell $350 million of 2.35% notes due 2016 and $350 million of 5.1% notes due 2023 (guaranteed by Nabors), and launched a tender offer to buy back any and all of its $1.125 billion of 9.25% notes due 2019. The note offering's proceeds are intended, with cash and revolver borrowings if needed, to fund that buyback.

material agreement

Nabors amended its July 2012 shareholder rights plan to extend its expiry from July 16, 2013 to July 16, 2016 and raise the exercise price per one-thousandth of a preferred share to $80.00 (from $70). This continues the plan rather than letting it lapse as originally scheduled; the filing does not state a reason.

security holder rights change

Nabors announced its first quarterly cash dividend, $0.04 per common share, payable March 28, 2013 to holders of record on March 11, 2013. The CEO's quote ties it to progress on reducing debt and improving liquidity, and the company says future dividends depend on board approval and business conditions.

dividend declaration

Nabors signed a new unsecured revolving credit facility of up to $1.5 billion (expandable to $1.95 billion, five-year term) on November 29, 2012, with Nabors Industries, Inc. and Nabors Canada as borrowers and the parent guaranteeing. It replaced and terminated the September 2010 and April 2011 revolvers, which were repaid in full with only nominal breakage costs; this resolves the open question about how those two facilities related, as both are now gone. The press release states the new facility extends maturity by three years to 2017.

material agreement termination

the New York Stock Exchange certified NABORS INDUSTRIES LTD's securities for listing, clearing them to begin trading.

listing compliance notice

Nabors adopted a shareholder rights plan on July 16, 2012, issuing one right per common share to holders of record on July 27, 2012. The rights become exercisable only if a person or group acquires 10% or more of the shares (or starts a tender offer that would do so), letting other holders buy shares at a discount and diluting the acquirer. The rights expire July 16, 2013 unless extended or redeemed at $0.01 each. 350,000 Series A junior preferred shares are reserved for this.

security holder rights change

The $700 million of 4.625% senior notes due September 15, 2021 closed on August 23, 2011, with net proceeds of about $694 million before expenses. The indenture limits certain liens and sale-and-leaseback deals and lets holders demand repurchase at 101% on a change of control triggering event. Nabors must file to exchange the notes for registered ones by February 20, 2012. This completes the offering announced August 16.

debt financing

On August 16, 2011, Nabors Industries, Inc. agreed to sell $700 million of 4.625% senior notes due 2021, guaranteed by Nabors, to a group of banks, with closing expected on or about August 23, 2011. Proceeds are intended for general corporate purposes, including repayment of debt.

material agreement

On April 20, 2011, Nabors Industries, Inc. and Nabors entered a new unsecured revolving credit agreement for up to $550 million (expandable to $700 million), guaranteed by Nabors and maturing September 7, 2014. Citigroup, Mizuho, Morgan Stanley and UBS are lead arrangers, with Citibank as administrative agent. The filing does not say how this relates to the September 2010 $700 million facility.

material agreement

The $700 million of 5.0% senior notes due September 15, 2020, issued by Nabors Industries, Inc. and guaranteed by Nabors, closed on September 14, 2010, with net proceeds of about $692 million before expenses. This completes the notes offering that was an open item; Nabors must file to exchange them for registered notes by March 13, 2011. The earlier filing said proceeds were for the Superior acquisition and general corporate purposes.

debt financing

Nabors completed the Superior Well Services acquisition: the short-form merger took effect on September 10, 2010, making Superior a wholly owned subsidiary. Total cost was $681,275,030, funded from cash on hand and the revolving credit facility; by September 13, about 95.4% of shares had been tendered. This closes the pending Superior deal; shares of Superior holders who perfect appraisal rights are excluded from the cash conversion. Financial statements and pro forma information are to be filed later.

asset acquisition disposition

Nabors signed the $700 million four-year unsecured revolving credit facility on September 7, 2010 (expandable to $850 million, borrowed by Nabors Industries, Inc. and guaranteed by Nabors), finalizing the facility that was only a commitment in the 2010-09-02 filing. It also reported that the Superior tender offer closed with about 92.4% tendered (a short-form merger at $22.12 cash expected on or about September 10) and that $700 million of 5.0% senior notes due 2020 were priced, with closing expected around September 14.

material agreement

The Superior tender offer expired on September 8, 2010, with about 28,457,901 shares (about 92.4%) tendered; Nabors will pay $22.12 per share in cash for them. Nabors plans a short-form merger under Delaware law that converts the remaining shares into the right to receive $22.12 in cash, after which Superior will be a wholly owned Nabors subsidiary, delisted from NASDAQ and no longer filing reports. This resolves the open question of whether the minimum condition would be met.

business combination

Nabors resolved the open financing question: it expects to pay for Superior from cash on hand plus about $600 million of new unsecured notes issued by its subsidiary Nabors Industries, Inc. and guaranteed by Nabors. It also has commitment letters from nine banks for a $700 million four-year revolving credit facility (expandable to $850 million), which is not yet finalized. The filing also reports that the antitrust (HSR) waiting period expired on August 30, 2010, clearing that condition.

business combination

Nabors and its subsidiary formally launched the tender offer for all Superior Well Services common stock at $22.12 per share in cash, with the Offer to Purchase dated August 11, 2010. The filing values the deal at about $681.5 million, based on 33,810,204 fully diluted Superior shares (including 3,000,000 from converting its preferred stock).

business combination

Nabors signed a deal on August 6, 2010 to buy Superior Well Services through a cash tender offer at $22.12 per share, followed by a merger. The deal needs a majority of Superior's shares tendered and antitrust clearance, and holders of about 34% of Superior's stock agreed to tender; Superior would owe Nabors a $22.5 million termination fee (plus up to $5 million of expenses) in specified circumstances.

business combination