HAMILTON, Bermuda, Jan.
10, 2017 /PRNewswire/ -- Nabors Industries Ltd.
(NYSE: NBR) ("Nabors") announced today that its wholly owned
subsidiary, Nabors Industries, Inc. ("NII"), has priced
$500,000,000 in aggregate principal
amount of its 0.75% exchangeable senior unsecured notes due
2024 (the "notes"), 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 offering of the
notes is expected to close on January 13,
2017, subject to customary closing conditions.
NII granted the initial purchasers a 30-day option to purchase
up to an additional $75,000,000 in
aggregate principal amount of the notes on the same terms and
conditions, solely to cover over-allotments, if any.
The notes will bear interest at a rate of 0.75% per year
until maturity (unless earlier repurchased, redeemed or exchanged),
payable semi-annually in arrears on January
15 and July 15 of each year,
beginning on July 15, 2017. The notes
will be exchangeable, under certain conditions, at an initial
exchange rate of 39.7488 common shares of Nabors per $1,000 principal amount of notes (equivalent to
an initial exchange price of approximately $25.16 per common share), subject to
adjustment, which represents an approximately 40.0% exchange
premium over the last reported sale price of $17.97 per common share of Nabors on The New
York Stock Exchange on January 9,
2017. 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.
In connection with the pricing of the notes, Nabors and NII
entered 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 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. Such reduction and/or offset is
subject to a cap representing a price per share of $31.4475, an approximately 75.0% premium over the
last reported sale price of $17.97
per common share of Nabors on The New York Stock Exchange on
January 9, 2017. If the initial
purchasers exercise their 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 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, as amended, 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.