Current Report Filing (8-k)
January 22 2020 - 5:02PM
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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):
January 17, 2020
NABORS INDUSTRIES LTD.
(Exact name of registrant as specified in
its charter)
Bermuda
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001-32657
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98-0363970
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(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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N/A
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(Address of principal executive offices)
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(Zip Code)
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(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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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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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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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of exchange on which
registered
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Common shares
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NBR
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NYSE
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Preferred
shares – Series A
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NBR.PRA
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NYSE
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry into a Material
Definitive Agreement.
On
January 21, 2020, Nabors Industries Ltd. (“Nabors”) announced that pursuant to its previously announced consent solicitations,
on January 17, 2020, its indirect wholly-owned subsidiary, Nabors Industries, Inc. (“NII”) had received the requisite
consents (the “Requisite Consents”) from the holders of a majority of the outstanding principal amount of NII’s
5.50% senior notes due 2023 (the “Notes”) to approve 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 Notes were issued.
In
connection with the receipt of the Requisite Consents, on January 22, 2020, NII entered into the First Supplemental Indenture to
the Indenture (the “Supplemental Indenture”), among NII, Nabors, the Trustee and Citi. The Supplemental Indenture amends
the Indenture to, among other things, eliminate substantially all of the restrictive covenants and certain events of default and
reduce the minimum notice period required for redemptions of the Notes from twenty (20) days, as currently required by the Indenture,
to three (3) business days. The amendments to the Indenture implemented by the Supplemental Indenture will not become operative
until NII accepts and purchases the Notes satisfying the Requisite Consents. A copy of the Supplemental Indenture is included in
this Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On January 21, 2020, Nabors issued a press release
announcing NII’s early tender results, the upsizing of its previously announced tender offers, the increase of a previously
announced tender cap, an additional tender cap and NII’s receipt of the Requisite Consents requested pursuant to its previously
announced consent solicitations. A copy of the press release is included in this Form 8-K as Exhibit 99.1 and is incorporated herein
by reference.
Item 9.01 Financial Statements
and Exhibits.
(d) Exhibits.
Exhibit
No.
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Description
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10.1
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First Supplemental Indenture to the Indenture, dated January 22, 2020, among Nabors Industries, Inc., as issuer, Nabors Industries Ltd., as guarantor, Wilmington Trust, National Associate, as trustee, and Citibank, N.A., as securities administrator.
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99.1
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Press Release regarding early settlement dated January 21, 2020.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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NABORS INDUSTRIES LTD.
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Date: January 22, 2020
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By:
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/s/
Mark D. Andrews
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Name:
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Mark D. Andrews
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Title:
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Corporate Secretary
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