UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE
SECURITIES EXCHANGE ACT OF 1934
NABORS INDUSTRIES LTD.
(Exact name of registrant as specified in
its charter)
Bermuda
|
|
98-0363970
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification
No.)
|
Crown
House
4
Par-la-Ville Road
Second
Floor
Hamilton,
HM08 Bermuda
|
|
N/A
|
(Address of principal
executive offices)
|
|
(Zip Code)
|
Securities to be registered pursuant to
Section 12(b) of the Act:
|
|
Name of each exchange on which
|
Title of each class to be so registered
|
|
each class is to be registered
|
|
|
|
Preferred Share Purchase Rights
|
|
New York Stock Exchange
|
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ¨
Securities Act registration statement file number to which this
form relates (if applicable): N/A
Securities to be registered pursuant to Section 12(g) of the
Act: None.
INFORMATION REQUIRED IN REGISTRATION
STATEMENT
Item 1. Description of Registrant’s Securities
to be Registered.
On May 5, 2020, the
Board of Directors of Nabors Industries Ltd. (the “Company”) granted one preferred share purchase right (a “Right”)
for each issued and outstanding common share, par value US$0.05 per share (the “Common Shares”), issued and outstanding
on May 15, 2020 (the “Record Date”) to the shareholders of record on that date. Each Right entitles the registered
holder to purchase from the Company one one-thousandth of a Series B Junior Participating Preferred Share, par value US$0.001 per
share (the “Preferred Shares”), of the Company, at a price of $58.08 per one one-thousandth of a Preferred Share (the
“Purchase Price”), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement
(the “Rights Agreement”) between the Company and Computershare Trust Company, N.A., as Rights Agent (the “Rights
Agent”).
Until the earlier to
occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an “Acquiring
Person”) has acquired beneficial ownership of 4.9% or more of the issued and outstanding Common Shares (or, in the event
an exchange is effected in accordance with Section 24 of the Rights Agreement and the Board of Directors determines that a later
date is advisable, then such later date that is not more than 20 days after such public announcement) or (ii) 10 business days
(or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring
Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation
of which would result in the beneficial ownership by a person or group of 4.9% or more of the issued and outstanding Common Shares
(the earlier of such dates being called the “Distribution Date”), the Rights will be evidenced, with respect to any
of the Common Share certificates issued and outstanding as of the Record Date, by such Common Share certificate with a copy of
the Summary of Rights attached as Exhibit C to the Rights Agreement. The Rights Agreement
also provides that if a shareholder’s beneficial ownership of the Common Shares as of the time of the public announcement
of the rights plan is at or above the 4.9% threshold, that shareholder’s then existing ownership percentage would be grandfathered,
and the shareholder will not be an Acquiring Person as a consequence of its existing ownership, but the shareholder will become
an Acquiring Person if at any time after such announcement the shareholder increases its ownership percentage by 0.5% or more.
The Rights Agreement
provides that, until the Distribution Date (or earlier expiration of the Rights), the Rights will be transferred with and only
with the Common Shares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Share certificates
issued after the Record Date or upon transfer or new issuance of Common Shares will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer
of any certificates for Common Shares issued and outstanding as of the Record Date, even without such notation or a copy of the
Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Shares represented
by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights (“Right
Certificates”) will be mailed to holders of record of the Common Shares as of the Close of Business on the Distribution Date
and such separate Right Certificates alone will evidence the Rights.
The Rights are not
exercisable until the Distribution Date. The Rights will expire on April 30, 2021 (the “Final Expiration Date”), unless
the Final Expiration Date is extended or unless the Rights are earlier redeemed by the Company, in each case, as described below.
The Purchase
Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of a share dividend or bonus issue on, or a
subdivision, consolidation or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred
Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into
Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the
distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding quarterly cash dividends or
dividends or bonus issues payable in Preferred Shares) or of subscription rights or warrants (other than those referred to
above).
The number of outstanding
Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment
in the event of a share dividend or bonus issue on the Common Shares payable in Common Shares or in the event of a consolidation
or subdivision of the Common Shares occurring, in any such case, prior to the Distribution Date.
Preferred Shares purchasable
upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1000
times the dividend declared per Common Share. In the event of liquidation, the holders of the Preferred Shares will be entitled
to an aggregate payment of 1000 times the aggregate payment made per Common Share. Each Preferred Share will have 1000 votes, voting
together with the Common Shares. In the event of any merger, amalgamation, consolidation or other transaction in which Common Shares
are exchanged, each Preferred Share will be entitled to receive 1000 times the amount received per Common Share. These rights are
protected by customary antidilution provisions.
Because of the nature
of the Preferred Shares’ dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred
Share purchasable upon exercise of each Right should approximate the value of one Common Share.
From and after the
time any Person becomes an Acquiring Person, if the Rights are or were at any time on or after the earlier of (x) the date of such
event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring
Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall
become null and void, and any holder of such Rights shall thereafter have no right to exercise such Rights.
In the event that,
at any time after a Person becomes an Acquiring Person, the Company is acquired in a merger, amalgamation or other business combination
transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder
of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right,
that number of common shares of the acquiring company which at the time of such transaction will have a market value of two times
the exercise price of the Right. In the event that any person becomes an Acquiring Person, proper provision shall be made so that
each holder of a Right, other than Rights beneficially owned by the Acquiring Person and its Affiliates and Associates (which will
thereafter be null and void), will thereafter have the right to receive upon exercise that number of Common Shares having a market
value of two times the exercise price of the Right. If the Company does not have sufficient Common Shares to satisfy such obligation
to issue Common Shares, or if the Board of Directors so elects, the Company shall deliver upon payment of the exercise price of
a Right an amount of cash or securities equivalent in value to the Common Shares issuable upon exercise of a Right; provided that,
if the Company fails to meet such obligation within 30 days following the date a Person becomes an Acquiring Person, the Company
must deliver, upon exercise of a Right but without requiring payment of the exercise price then in effect, Common Shares (to the
extent available) and cash equal in value to the difference between the value of the Common Shares otherwise issuable upon the
exercise of a Right and the exercise price then in effect. The Board of Directors may extend the 30-day period described above
for up to an additional 60 days to permit the taking of action that may be necessary to authorize sufficient additional Common
Shares to permit the issuance of Common Shares upon the exercise in full of the Rights.
At any time after any
Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the issued and outstanding
Common Shares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which
have become void), in whole or in part, at an exchange ratio of one Common Share per Right (subject to adjustment).
With certain
exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at
least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral
multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary
receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the
last trading day prior to the date of exercise.
At any time prior to
the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not
in part, at a price of $0.01 per Right (the “Redemption Price”). The redemption of the Rights may be made effective
at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately
upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights
will be to receive the Redemption Price.
The terms of the Rights
may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and
after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of
the Rights (other than the Acquiring Person and its Affiliates and Associates).
Until a Right is exercised
or exchanged, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation,
the right to vote or to receive dividends.
A copy of the Rights
Agreement is available free of charge from the Company. This summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement, which was previously filed on May 5, 2020 as Exhibit 4.1
to the Company's Current Report on Form 8-K and incorporated herein by reference.
As of April 30, 2020,
there were 8,390,091 Common Shares issued and outstanding. The Company’s Board of Directors has reserved for issuance upon
exercise of the Rights 32,000 Series B Junior Participating Preferred Shares.
Item 2. Exhibits.
Exhibit No.
|
|
Description
|
|
|
|
4.1
|
|
Rights Agreement, dated May 5, 2020 between Nabors Industries Ltd. and Computershare Trust Company, N.A., as Rights Agent, including the Certificate of Designation of Series B Junior Participating Preferred Shares, the Form of Right Certificate, and the Summary of Rights to Purchase Preferred Shares, respectively attached thereto as Exhibits A, B and C (incorporated by reference to the Current Report on Form 8- K filed by Nabors Industries Ltd. May 5, 2020).
|
SIGNATURE
Pursuant to the requirements of Section
12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf
by the undersigned, thereto duly authorized.
|
Nabors Industries Ltd.
|
|
|
|
|
Date: May 5, 2020
|
|
|
By:
|
/s/ Mark D. Andrews
|
|
|
Name: Mark D. Andrews
|
|
|
Title: Corporate Secretary
|
Nabors Industries (NYSE:NBR)
Historical Stock Chart
From Aug 2024 to Sep 2024
Nabors Industries (NYSE:NBR)
Historical Stock Chart
From Sep 2023 to Sep 2024