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) August 23, 2011
NABORS INDUSTRIES LTD.
(Exact name of registrant as specified in its charter)
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| Bermuda
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001-32657
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980363970 |
(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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Bermuda
(Address of principal executive offices)
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N/A
(Zip Code) |
(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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
As
previously disclosed, on August 16, 2011, Nabors Industries, Inc. (“Nabors”), a wholly owned
subsidiary of Nabors Industries Ltd. (the “Company”), and the Company entered into a purchase
agreement under which Nabors agreed to sell $700 million aggregate principal amount of its 4.625%
Senior Notes due 2021 (the “Notes”) to Citigroup Global Markets Inc., Mizuho Securities USA Inc.,
UBS Securities LLC, Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated,
HSBC Securities (USA) Inc. and PNC Capital Markets LLC (collectively, the “Initial Purchasers”).
The Notes are fully and unconditionally guaranteed by the Company. The closing of the sale of the
Notes occurred on August 23, 2011. Nabors received net proceeds, before expenses and expense
reimbursement, of approximately $694 million. Nabors
sold the Notes to the Initial Purchasers in reliance on the exemption from registration provided by
Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Initial
Purchasers then sold the Notes to (i) qualified institutional buyers pursuant to the exemption from
registration provided by Rule 144A and (ii) pursuant to Regulation S under the Securities Act.
Nabors relied on these exemptions from registration based in part on representations made by the
Initial Purchasers in the Purchase Agreement.
The Notes are governed by an indenture, dated as of August 23, 2011 (the “Indenture”), among
Nabors, as issuer, the Company, as guarantor, Wilmington Trust, National Association as trustee and
Citibank, N.A. as securities administrator. A copy of the Indenture is included in this Form 8-K as
Exhibit 4.1 and incorporated herein by reference. The summary description of the Indenture in this
report is qualified in its entirety by reference to Exhibit 4.1.
The Notes will bear interest at a rate of 4.625% per year payable semiannually in arrears in
cash on March 15 and September 15 of each year, beginning on March 15, 2012. The Notes will mature
on September 15, 2021.
The Indenture includes covenants customary for transactions of this type that, subject to
significant exceptions, limit the ability of the Company and its subsidiaries to, among other
things, incur certain liens or enter into sale and leaseback
transactions. In the event of a Change
of Control Triggering Event (as defined in the Indenture), the holders of the Notes may require
Nabors to purchase all or a portion of their Notes at a purchase price equal to 101% of the
principal amount of the Notes, plus accrued and unpaid interest, if any. The Notes are redeemable
in whole or in part at any time at the option of Nabors at a redemption price, plus accrued and
unpaid interest, as specified in the Indenture.
The Notes will rank equal in right of payment to all of Nabors’ other existing and future
senior unsubordinated indebtedness. The Notes will rank senior in right of payment to all of
Nabors’ existing and future senior subordinated and subordinated indebtedness. The Company’s
guarantee of the Notes will be unsecured and will rank equal in right of payment to all of the
Company’s unsecured and unsubordinated indebtedness from time to time outstanding.
In connection with the issuance of the Notes, on August 23, 2011, Nabors, the Company and
Citibank Global Markets Inc., as representative of the Initial Purchasers, entered into a
registration rights agreement (the “Registration Rights Agreement”) requiring Nabors and the
Company to file a registration statement with the Securities and Exchange Commission to register an
offer to exchange the Notes for registered notes with substantially identical terms (other than
restrictions on transfer and provisions for additional interest) by February 20, 2012. A copy of
the Registration Rights Agreement is included in this Form 8-K as Exhibit 4.2 and incorporated
herein by reference. The summary description of the Registration Rights Agreement in this report is
qualified in its entirety by reference to Exhibit 4.2.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet
Arrangement of a Registrant.
The information contained in Item 1.01 above regarding the issuance of the Notes is hereby
incorporated by reference into this Item 2.03.
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