Each one in plain English, with the numbers worked through for a shareholder.
5 Sept 2013material agreement● NeutralMajor
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.
The board declared a quarterly cash dividend of $0.04 per share, payable September 27, 2013 to holders of record on September 6, 2013. This is the same amount as the prior two dividends.
15 July 2013security holder rights change● NeutralMajor
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.
The board declared another quarterly cash dividend of $0.04 per share, payable June 28, 2013 to holders of record on June 7, 2013. This continues the dividend started in February 2013 at the same amount.
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.
30 Nov 2012material agreement termination▲ GoodMajor
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.
17 July 2012security holder rights change● NeutralMajor
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.
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.
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.
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.
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.
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.
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.
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.
Nabors amended its Superior tender offer papers only to update the exhibit list, adding September 8, 2010 press releases announcing the start of a senior notes offering and the establishment of an unsecured revolving credit facility. The filing itself contains no new terms or figures.
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.
Nabors amended its Superior tender offer papers to disclose that a purported Superior stockholder, Stephen Bushansky, filed a class-action complaint on August 25, 2010 in federal court in Western Pennsylvania against Superior, its officers and directors, Nabors and Diamond Acquisition Corp. It alleges misleading disclosures and breaches of fiduciary duty and seeks to block the merger and obtain damages; Nabors says the complaint lacks merit and it will defend vigorously. The amendment also restates wording on how Nabors may waive offer conditions and when it must extend the offer.
Nabors amended its Superior tender offer documents, mainly to add disclosure and reword some terms. It reports owning or controlling 10,453,985 Superior shares (33.9%) via the tender agreements, and says it has no financing arranged yet: it is evaluating new bonds or credit facilities plus cash on hand, with no definitive plans and no assurance of timing.
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).
Nabors, through its subsidiary Diamond Acquisition Corp., filed a pre-launch tender offer communication on August 10, 2010 attaching an investor presentation and a transcript of a conference call held with Superior Well Services. The filing text itself contains no new terms or figures.
This is a second copy of the same August 6, 2010 Form 8-K announcing Nabors' $22.12-per-share cash tender offer for Superior Well Services, filed under the tender-offer form type. It adds nothing new beyond the merger terms already reported.
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.