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Nabors Announces Early Tender Results Of Cash Tend...

Jun 11, 2019

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In accordance with the terms and conditions in the Offer to Purchase, 2020 Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time have been accepted for purchase using a proration factor of approximately 76.83 percent.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.

SOURCE Nabors Industries Ltd.