HAMILTON, Bermuda, June 11, 2019 /PRNewswire/ -- Nabors
Industries Ltd. (NYSE: NBR) ("Nabors") announced today, in
connection with the tender offers by its wholly owned subsidiary,
Nabors Industries, Inc. ("Nabors
Delaware"), the accepted amounts of its previously announced
two separate offers to purchase for cash up to an aggregate
principal amount equal to $275.0
million (the "Maximum Aggregate Amount") of the outstanding
series of notes listed in the table below (collectively, the
"Notes"), and in the case of the 4.625% Senior Notes due 2021 (the
"2021 Notes"), a maximum aggregate principal amount of $100.0 million (the "Sub-Cap"). We refer to each
offer to purchase a series of Notes for cash as an "Offer" and all
the offers to purchase Notes, collectively, as the "Offers." The
Offers are made on the terms and subject to the conditions set
forth in the Offer to Purchase dated May 28,
2019 (as supplemented, the "Offer to Purchase").
The "Early Tender Time" was 5:00 p.m.
(Eastern Time) on June 10,
2019. Withdrawal rights for the Offers expired at
5:00 p.m. (Eastern Time) on
June 10, 2019. The Offers will each
expire at 11:59 p.m. (Eastern Time)
on June 24, 2019, unless extended or
earlier terminated by Nabors
Delaware (the "Expiration Date").
All conditions to the Offers were deemed satisfied by
Nabors Delaware by the Early Tender
Time or timely waived by Nabors
Delaware. Accordingly, Nabors
Delaware will settle all Notes validly tendered at or prior
to the Early Tender Time and accepted for purchase, on June 14, 2019 (the "Early Settlement Date").
Because the aggregate principal amount of 5.0% Senior Notes due
2020 (the "2020 Notes") validly tendered at or prior to the Early
Tender Time exceeded the Maximum Aggregate Amount, there will not
be a Final Settlement Date, no 2021 Notes will be accepted for
purchase and no Notes tendered after the Early Tender Time will be
accepted for purchase.
In accordance with the terms and conditions in the Offer to
Purchase, 2020 Notes validly tendered and not validly withdrawn at
or prior to the Early Tender Time have been accepted for purchase
using a proration factor of approximately 76.83 percent. None of
the 2021 Notes will be accepted for purchase and all Notes which
are not accepted for purchase pursuant to the Offers will be
promptly returned to Holders. The table below indicates, among
other things, the aggregate principal amount of Notes tendered in
each Offer and accepted in each Offer:
Acceptance
Priority
Level
|
CUSIP
Number
|
Title of
Security
|
Principal
Amount
Outstanding
|
Principal
Amount
Tendered as of the
Early Participation
Date
|
Principal
Amount
Accepted
|
Total
Consideration(1)(2)(3)
|
1
|
629568AV8/
US629568AV86/
629568AU0
|
5.0% Senior Notes due
2020
|
$592,292,000(4)
|
$358,250,000
|
$275,000,000
|
$1,015
|
2
|
629568AX4
|
4.625% Senior Notes
due 2021
|
$637,999,000
|
$365,402,000
|
$0
|
$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 were tendered pursuant to the Tender
Offer.
|
The Total Consideration that will be paid on the Early
Settlement Date for the 2020 Notes accepted for purchase does not
include the applicable Accrued Interest (as defined in the Offer to
Purchase), which will be paid, in cash, in addition to the Total
Consideration.
Nabors Delaware has retained BofA
Merrill Lynch to act as lead dealer manager for the Offers and
Citigroup Global Markets Inc., Mizuho Securities USA LLC, Wells Fargo Securities, LLC, MUFG
Securities Americas Inc., HSBC Securities (USA) Inc., SMBC Nikko Securities America, Inc.
to act as co-dealer managers for the Offers. Questions regarding
terms and conditions of the Offers should be directed to BofA
Merrill Lynch at (888) 292-0070 or (980) 388-3646.
Global Bondholder Services Corporation is acting as the Tender
Agent and the Information Agent for the Offers. Questions or
requests for assistance related to the Offers or for additional
copies of the Offer to Purchase may be directed to Global
Bondholder Services Corporation at (866) 470-4300 (toll free) or
(212) 430-3774 (collect). You may also contact your broker, dealer,
commercial bank, trust company or other nominee for assistance
concerning the Offers.
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.