HAMILTON, Bermuda, Jan. 21, 2020 /PRNewswire/ -- Nabors Industries
Ltd. (NYSE: NBR) ("Nabors") announced today the early tender
results of the previously announced offers by its wholly-owned
subsidiary, Nabors Industries, Inc. ("NII"), to purchase for cash
(the "Tender Offers") up to $800,000,000 aggregate purchase price, exclusive
of Accrued Interest (the "Aggregate Maximum Purchase Price"),
of NII's outstanding notes set forth in the table below
(collectively, the "Notes"). The terms and conditions of the Tender
Offers and the Consent Solicitations are described in the Offer to
Purchase and Consent Solicitation Statement dated January 6, 2020 (the "Offer to Purchase and
Consent Solicitation"). Terms used but not defined herein
have the meaning ascribed to them in the Offer to Purchase and
Consent Solicitation.
In connection with the announcement of the early tender results,
NII also announced that it has (i) increased the Aggregate Maximum
Purchase Price from $800,000,000 to
an aggregate maximum purchase price of $955,555,152.50 (the "Amended Aggregate Maximum
Purchase Price"), (ii) increased the 5.10% Notes Tender Cap from
$100,000,000.00 to $155,555,900.00 (the "Amended 5.10% Notes Tender
Cap") and (iii) added a purchase price cap of $388,260,632.50 to the 4.625% Notes (the "4.625%
Notes Tender Cap").
The table below sets forth the results of the Tender Offers,
according to the information provided by the depositary, as of
5:00 p.m. (Eastern Time) on
January 17, 2020 (the "Early Tender
Date"):
|
|
|
|
Aggregate
Principal
Amount
Tendered as of
Early Tender
Date
|
Tender Cap
(in
purchase amount;
as amended, as
applicable)
|
Aggregate
Principal Amount
Purchased
|
Dollars per $1,000
Principal
Amount of Notes
|
Acceptance
Priority
Level
|
Series of
Notes
|
CUSIP
Number
|
Aggregate
Principal Amount
Outstanding(1)
|
Early
Tender
Premium(2)
|
Total
Consideration
(2)(3)
|
1
|
5.50% Senior Notes
due 2023
|
62957HAC9
|
$501,003,000
|
$407,662,000
|
n/a
|
$407,662,000
|
$50.00
|
$1,010.00
|
2
|
4.625% Senior Notes
due 2021
|
629568AX4
|
$634,999,000
|
$424,183,000
|
$388,260,632.50
|
$379,717,000
|
$50.00
|
$1,022.50
|
3
|
5.10% Senior Notes
due 2023
|
629568BB1;
629568BA3
|
$337,278,000
|
$165,485,000
|
$155,555,900.00
|
$165,485,000
|
$50.00
|
$940.00
|
4
|
5.00% Senior Notes
due 2020
|
629568AV8;
629568AU0
|
$289,487,000
|
$90,456,000
|
$50,000,000.00
|
-
|
$50.00
|
$1,015.00
|
|
|
|
|
|
|
(1)
|
As of January 6,
2020, 5.00% Senior Notes due 2020 outstanding principal amount
includes $7,325,000 in principal amount held by NII that will not
participate in the Tender Offer.
|
(2)
|
Per $1,000 principal
amount of Notes validly tendered and accepted for
purchase.
|
(3)
|
Includes the Early
Tender Premium.
|
Based on results to date, as all conditions to the Tender Offers
and Consent Solicitations were deemed satisfied by NII by the Early
Tender Date or timely waived by NII, NII expects to make payment on
January 22, 2020 (the "Early
Settlement Date") for the Notes it has accepted for purchase as of
the Early Tender Date. Subject to the acceptance priority levels,
the Amended Aggregate Maximum Purchase Price, the Amended 5.10%
Notes Tender Cap and the 4.625% Notes Tender Cap and proration, NII
will accept all tendered 5.50% Notes, $379,717,000 principal amount (89.52%) of
tendered 4.625% Notes and all tendered 5.10% Notes. Because
the aggregate purchase price of 5.50% Notes, 4.625% Notes and 5.10%
Notes validly tendered at or prior to the Early Tender Date and
accepted for purchase equals the Amended Aggregate Maximum Purchase
Price, there will not be a Final Settlement Date, no 5.00% Notes
will be accepted for purchase and no Notes tendered after the Early
Tender Date will be accepted for purchase. All Notes which are not
accepted for purchase pursuant to the Tender Offers will be
promptly returned to the Holder of such series of Notes.
Each Holder who validly tendered their Notes prior to the Early
Tender Date and whose Notes are accepted for purchase will receive
the Total Consideration as set forth in the table above, plus
accrued and unpaid interest from the applicable last interest
payment date to, but not including, the Early Settlement
Date. Withdrawal rights for the Tender Offers expired at
5:00 p.m. (Eastern Time) on the Early
Tender Date.
Consent Solicitations
Nabors also announced today that NII has received consents (the
"Requisite Consents") from Holders of a majority of the outstanding
aggregate principal amount of its 5.50% Notes to approve proposed
amendments to the indenture dated December
9, 2016 (the "Indenture") among NII, as issuer, Nabors, as
guarantor, Wilmington Trust Company, as trustee (the "Trustee"),
and Citibank, N.A. ("Citi"), as securities administrator, pursuant
to which the 5.50% Notes were issued.
Following the receipt of the Requisite Consents, NII, Nabors,
the Trustee and Citi will execute a supplemental indenture to the
5.50% Indenture (the "5.50% Supplemental Indenture) to amend the
Indenture to, among other things, eliminate substantially all of
the restrictive covenants, certain events of default, and reduce
the minimum notice period required for redemptions of the 5.50%
Notes from 20 days as currently required by the Indenture to 3
business days. The 5.50% Supplemental Indenture will become
effective upon its execution and delivery, and will be binding on
Holders of the 5.50% Notes, including those who did not deliver a
consent at or prior to the Early Tender Date.
As a result of the proration of the 4.625% Notes at the Early
Tender Date, the related consents delivered with respect to the
4.625% Notes are null and void and the proposed amendments to the
indenture governing the 4.625% Notes will not be effected.
NII has retained BofA Securities, Inc., MUFG Securities Americas
Inc., Mizuho Securities and Wells Fargo Securities, LLC to act as
lead dealer managers for the Tender Offers and Citigroup Global
Markets Inc., Goldman Sachs & Co. LLC, HSBC Securities
(USA) Inc. and SMBC Nikko
Securities America, Inc. to act as co-dealer managers for the
Tenders Offers. Questions regarding terms and conditions of the
Tender Offers should be directed to BofA Securities at (888)
292-0070, MUFG Securities Americas Inc. at (877) 744-4532, Mizuho
Securities at (866) 271-7403 or Wells Fargo Securities, LLC at
(866) 309-6316.
Global Bondholder Services Corporation is acting as the Tender
Agent and the Information Agent for the Tender Offers and Consent
Solicitations. Questions or requests for assistance related to the
Tender Offers or the Consent Solicitations or requests for copies
of the Offer to Purchase and Consent Solicitation and other related
materials should be directed to Global Bondholder Services
Corporation by calling (banks and brokers collect) (212) 430-3774
or (all others toll-free) (866) 794-2200 or by email at
contact@gbsc-usa.com.
NII and its affiliates may from time to time, after completion
of the Tender Offers and the Consent Solicitations, purchase
additional Notes or other debt securities in the open market, in
privately negotiated transactions, through tender offers, exchange
offers or otherwise, or NII may redeem the Notes or other debt
securities pursuant to their terms. Any future purchases,
exchanges or redemptions may be on the same terms or on terms that
are more favorable or less favorable to Holders of Notes than the
terms of the Tender Offers. Any future purchases, exchanges or
redemptions by NII and its affiliates will depend on various
factors existing at that time. There can be no assurance as to
which, if any, of these alternatives (or combinations thereof) NII
and its affiliates may choose to pursue in the future.
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 and Consent Solicitation. 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 NII by the dealer managers or one or more registered
brokers or dealers licensed under the laws of such
jurisdictions.
About Nabors
Nabors owns and operates one of the world's largest land-based
drilling rig fleets and is a provider of offshore 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.