HAMILTON, Bermuda, May 28, 2019 /PRNewswire/ -- Nabors
Industries Ltd. (NYSE: NBR) ("Nabors") announced today that its
wholly owned subsidiary, Nabors Industries, Inc. ("Nabors Delaware"), is commencing cash tender
offers (the "Tender Offers") subject to the terms, conditions and
priorities set forth in the Offer to Purchase, dated May 28, 2019 (the "Offer to Purchase"), for up to
$275.0 million aggregate principal
amount (as it may be increased by Nabors
Delaware, in its sole discretion, the "Maximum Aggregate
Amount") of its 5.0% Senior Notes due 2020 (the "2020 Notes") and
4.625% Senior Notes due 2021 (the "2021 Notes" and, together with
the 2020 Notes, the "Notes"), and in the case of the 2021 Notes,
the maximum aggregate principal amount will be limited to
$100.0 million (the "Sub-Cap").
The terms and conditions of the Tender Offers are described in
the Offer to Purchase. The amount of each series of Notes to be
purchased may be prorated as set forth in the Offer to Purchase.
Terms used but not defined herein have the meaning ascribed to them
in the Offer to Purchase.
The following table sets forth certain terms of the Tender
Offers and is subject to the full terms and conditions of the
Tender Offers set forth in the Offer to Purchase.
Series
of Notes
|
|
CUSIP
Number/ISIN
|
|
Aggregate
Principal
Outstanding
($)
|
|
Sub-Cap
($)
|
|
Acceptance
Priority
Level
|
|
Tender Offer
Consideration(1)(2)
($)
|
|
Early
Tender
Premium(1)
($)
|
|
Total
Consideration(1)(2)(3)
($)
|
5.0% Senior Notes
due 2020
|
|
629568AV8/
US629568AV86/
629568AU0/
US629568AU04
|
|
$592,292,000
(4)
|
|
N/A
|
|
1
|
|
$965
|
|
$50
|
|
$1,015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.625% Senior Notes
due 2021
|
|
629568AX4/
US629568AX43
|
|
$637,999,000
|
|
$100,000,000
|
|
2
|
|
$935
|
|
$50
|
|
$985
|
__________________
|
(1) Per $1,000
aggregate principal amount of Notes.
|
(2) Does not include
Accrued Interest (as defined below), which will also be payable as
provided herein.
|
(3) Includes the
Early Tender Premium.
|
(4) $7,325,000
aggregate principal amount of 2020 Notes is held by one of our
wholly-owned subsidiaries, none of which will be tendered pursuant
to the Tender Offer.
|
The order of priority for the purchase of the Notes (the
"Acceptance Priority Levels") is shown in the table above, with the
2020 Notes having first priority and the 2021 Notes having second
priority. The Tender Offers will expire at 11:59 p.m., New York
City time, on June 24, 2019,
unless extended or earlier terminated by Nabors Delaware (such
date and time, as it may be extended, the "Expiration Date"). No
tenders of Notes submitted after the Expiration Date will be
valid.
Subject to the terms and conditions of the Tender Offers,
Holders of Notes that are validly tendered and not validly
withdrawn at or prior to 5:00 p.m.,
New York City time, on
June 10, 2019 (such date and time, as
it may be extended, the "Early Tender Time") and accepted for
purchase by Nabors Delaware pursuant
to the Tender Offers will receive the applicable Total
Consideration for such series, which includes the applicable Early
Tender Premium for such series of Notes set forth in the table
above. Holders of Notes that are validly tendered after the Early
Tender Time and prior to the Expiration Date and accepted for
purchase by Nabors Delaware pursuant
to the Tender Offers will receive the Tender Consideration, which
does not include the Early Tender Premium. All Notes validly
tendered and accepted for purchase by Nabors Delaware pursuant to the Tender Offers
will receive, in addition to the applicable consideration set forth
in the table above, any accrued and unpaid interest on such Notes
from the last interest payment date with respect to those Notes to,
but not including, the applicable Settlement Date (as defined
below).
Tendered Notes may be validly withdrawn from the applicable
Tender Offer at or prior to, but not after, 5:00 p.m., New
York time, on June 10, 2019,
unless extended by Nabors Delaware
(such date and time, as it may be extended, the "Withdrawal
Deadline"). Holders who validly tender their Notes after the
Withdrawal Deadline, but prior to the Expiration Date, may not
validly withdraw their tendered Notes.
Nabors Delaware reserves the right, but is under no
obligation, to increase the Maximum Aggregate Amount or the Sub-Cap
at any time, without extending the Withdrawal Deadline for any
Tender Offer or otherwise reinstating withdrawal rights of holders,
subject to applicable law, which could result in Nabors Delaware purchasing a greater amount of
Notes in the Tender Offers.
Nabors Delaware reserves the right, but is under no
obligation, at any point following the Early Tender Time and before
the Expiration Date, subject to the satisfaction or waiver of the
conditions to the Tender Offers, to accept for purchase any Notes
validly tendered and not validly withdrawn at or prior to the Early
Tender Time (the settlement date of such purchase being the "Early
Settlement Date"), subject to the Maximum Aggregate Amount, the
Sub-Cap, the Acceptance Priority Levels and proration. The Early
Settlement Date will be determined at Nabors Delaware's option and
is currently expected to occur on June 14,
2019, the fourth business day after the Early Tender Time,
subject to all conditions to the Tender Offers having been either
satisfied or waived by Nabors
Delaware. Subject to the Maximum Aggregate Amount, the
Sub-Cap, the Acceptance Priority Procedures and proration,
Nabors Delaware will purchase any
remaining Notes that have been validly tendered at or prior to the
Expiration Date and that Nabors
Delaware accepts for purchase, subject to all conditions to
the Tender Offers having been either satisfied or waived
by Nabors Delaware, promptly following the Expiration Date
(the settlement date of such purchase being the "Final Settlement
Date"; the Final Settlement Date and the Early Settlement Date each
being a "Settlement Date"). The Final Settlement Date is expected
to occur on June 26, 2019, the second
business day following the Expiration Date, assuming that the
conditions to the Tender Offers are satisfied or waived and Notes
having an aggregate principal amount equal to the Maximum Aggregate
Amount are not purchased on the Early Settlement Date. Notes
accepted on the Final Settlement Date, if any, will be accepted
subject to the Maximum Aggregate Amount, the Sub-Cap the Acceptance
Priority Procedures and proration.
Neither Tender Offer is conditioned upon the tender of any
minimum amount of the related series of Notes or the consummation
of the other Tender Offer. However, the Tender Offers are subject
to, and conditioned upon, the satisfaction or waiver of certain
conditions described in the Offer to Purchase.
Nabors Delaware may amend, extend or terminate each Tender
Offer at any time in its sole discretion.
Full details of the terms and conditions of the Tender Offers
are described in the Offer to Purchase, which is being sent by
Nabors Delaware to holders of the
Notes. Holders of the Notes are encouraged to read the Offer to
Purchase, as it contains important information regarding the Tender
Offers.
BofA Merrill Lynch is acting as the lead dealer manager (the
"Lead Dealer Manager") for the Tender Offers. Requests for
documents may be directed to Global Bondholder Services
Corporation, the tender and information agent (the "Tender and
Information Agent"), by telephone at (866) 807-2200, in writing at
Attn: Corporate Actions, 65 Broadway – Suite 404, New York, New York, 10006 or by email at
contact@gbsc-usa.com. Questions regarding the Tender Offers may be
directed to the Lead Dealer Manager as follows: (888) 292-0070 or
(980) 388-3646. None of Nabors, Nabors
Delaware or their respective affiliates, their respective
boards of directors, the Dealer Managers, the Tender and
Information Agent or the Trustee makes any recommendation as to
whether holders should tender any of their Notes. Holders must make
their own decision as to whether to tender any of their Notes and,
if so, the principal amount of their Notes to tender.
This press release is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
the Notes. The Tender Offers are being made solely by means of the
Offer to Purchase. The Tender Offers are void in all jurisdictions
where they are prohibited. In those jurisdictions where the
securities, blue sky or other laws require the Tender Offers to be
made by a licensed broker or dealer, the Tender Offers will be
deemed to be made on behalf of Nabors
Delaware by the Dealer Managers or one or more registered
brokers or dealers licensed under the laws of such
jurisdictions.
Statements in this release that are not historical facts are
"forward-looking" statements and "safe harbor statements" within
the meaning of the Private Securities Litigation Reform Act of 1995
that involve risks and/or uncertainties, including those described
in Nabors' public filings with the SEC. Nabors has based
forward-looking statements on management's current expectations and
assumptions and not on historical facts. These forward-looking
statements involve a number of risks and uncertainties. Among the
factors that could cause actual results to differ materially from
those indicated in such forward-looking statements include risks
related to market conditions and the satisfaction of customary
closing conditions related to the Tender Offers as well as risks
and uncertainties associated with Nabors' business and finances in
general. Other factors that could cause actual results to differ
materially from those indicated by the forward-looking statements
include those factors listed under the caption "Risk Factors" in
Nabors' Form 10-K for the year ended December 31, 2018, filed with the SEC on
February 28, 2019, as well as other
filings Nabors makes with the SEC from time to time. In providing
forward-looking statements, Nabors is not undertaking any duty or
obligation to update these statements publicly as a result of new
information, future events or otherwise, except as required by law.
If Nabors updates one or more forward-looking statements, no
inference should be drawn that it will make additional updates with
respect to those other forward-looking statements.
About Nabors
Nabors owns and operates one of the world's largest land-based
drilling rig fleets and is a provider of offshore platform rigs in
the United States and numerous
international markets. Nabors also provides directional
drilling services, performance tools, and innovative technologies
for its own rig fleet and those of third parties. Leveraging its
advanced drilling automation capabilities, Nabors highly skilled
workforce continues to set new standards for operational excellence
and transform its industry.
Media Contact
For further information regarding Nabors, please contact
Dennis A. Smith, Senior Vice
President of Corporate Development & Investor Relations at + 1
281-775-8038 or William Conroy,
Senior Director of Corporate Development & Investor Relations,
+1 281-775-2423. To request investor materials, contact Nabors'
corporate headquarters in Hamilton,
Bermuda at + 1 441-292-1510 or via email at
mark.andrews@nabors.com.
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SOURCE Nabors Industries Ltd.