HAMILTON, Bermuda, Jan. 6, 2020 /PRNewswire/ -- Nabors
Industries Ltd. (NYSE: NBR) ("Nabors") announced today that its
wholly owned subsidiary, Nabors Industries, Inc. (the "Company")
has commenced cash tender offers (collectively, the "Tender
Offers," and each offer to purchase a series of notes individually,
a "Tender Offer") to purchase up to $800,000,000 aggregate purchase price, exclusive
of accrued interest (the "Aggregate Maximum Purchase Amount"), of
the outstanding notes of the Company set forth in the table below
(collectively, the "Notes"). The Company will only accept for
purchase its (i) 5.10% Senior Notes due 2023 (the "5.10% Notes")
having an aggregate purchase price (exclusive of Accrued Interest)
of up to $100,000,000 (such aggregate
purchase price, subject to increase or decrease by the Company, the
"5.10% Notes Tender Cap") and (ii) 5.00% Senior Notes due 2020 (the
"5.00% Notes") having an aggregate purchase price (exclusive of
Accrued Interest) of up to $50,000,000 (such aggregate purchase price,
subject to increase or decrease by the Company, the "5.00% Notes
Tender Cap").
The terms and conditions of the Tender Offers and the Consent
Solicitations are described in an 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.
|
|
|
|
|
Dollars per $1,000
Principal Amount of Notes
|
Series of
Notes
|
CUSIP
Number
|
Aggregate
Principal
Amount
Outstanding(1)
|
Tender Cap
|
Acceptance
Priority
Level
|
Tender Offer
Consideration(2)
|
Early
Tender
Premium(2)
|
Total
Consideration
(2)(3)
|
5.50% Senior Notes
due 2023
|
62957HAC9
|
$501,003,000
|
N/A
|
1
|
$960.00
|
$50.00
|
$1,010.00
|
4.625% Senior Notes
due 2021
|
629568 AX4
|
$634,999,000
|
N/A
|
2
|
$972.50
|
$50.00
|
$1,022.50
|
5.10% Senior Notes
due 2023
|
629568BB1;
629568BA3
|
$337,278,000
|
$100,000,000
|
3
|
$890.00
|
$50.00
|
$940.00
|
5.00% Senior Notes
due 2020
|
629568AV8;
629568AU0
|
$289,487,000
|
$50,000,000
|
4
|
$965.00
|
$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 the Company 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.
|
In connection with the Tender Offers for the 5.50% Senior Notes
due 2023 (the "5.50% Notes") and the 4.625% Senior Notes
due 2021 (the "4.625% Notes"), the Company has commenced
solicitations of consents (collectively, the "Consent
Solicitations" and each solicitation of consents for the 5.50%
Notes and the 4.625% Notes individually, a "Consent Solicitation")
from holders of the 5.50% Notes and the 4.625% Notes to amend
certain provisions (the "Proposed Amendments") of (i) the
Indenture dated as of December 9,
2016 (the "5.50% Indenture") between the Company, as issuer,
Nabors, as guarantor, Wilmington Trust Company, as trustee, and
Citibank, N.A. ("Citi"), as securities administrator, pursuant to
which the 5.50% Notes were issued and (ii) the Indenture dated
as of August 23, 2011 (the "4.625%
Indenture") between the Company, as issuer, Nabors, as guarantor,
Wilmington Trust, National Association (as successor to Wilmington
Trust Company), as trustee, and Citi, as securities administrator,
pursuant to which the 4.625% Notes were issued (each of
the 5.50% Indenture and the 4.625% Indenture, an
"Indenture" and, collectively, the "Indentures"). The
Proposed Amendments would amend the applicable Indenture with
respect to the applicable series of Notes to, among other things,
eliminate substantially all of the restrictive covenants and
certain events of default under such Indenture and reduce the
minimum notice period required for redemptions of the applicable
series of Notes from 20 days as currently required by the
applicable Indenture to 3 business days.
Each of the Tender Offers and the Consent Solicitations will
expire at 5:00 p.m., New York City time, on February 4, 2020, or any other date and time to
which the Company extends such Tender Offer or Consent Solicitation
(such date and time with respect to a Tender Offer or Consent
Solicitation, as it may be extended for such Tender Offer or, to
the extent applicable, the related Consent Solicitation, the
"Expiration Date"), unless earlier terminated. No tenders of
Notes or, to the extent applicable, deliveries of related consents
pursuant to the Consent Solicitations will be valid if submitted
after the Expiration Date. Tendered Notes may be validly
withdrawn (and consents, to the extent applicable, may be validly
revoked) from the applicable Tender Offer and Consent Solicitation
at or prior to, but not after, 5:00
p.m., New York City time,
on January 17, 2020 (such date and
time with respect to a Tender Offer or Consent Solicitation, as it
may be extended for such Tender Offer or Consent Solicitation, the
"Withdrawal Deadline"). Holders of Notes who tender their
Notes (and, to the extent applicable, revoke their consents) after
the Withdrawal Deadline, but prior to the Expiration Date, may not
withdraw their tendered Notes (or, to the extent applicable, revoke
their consents), except for certain limited circumstances where
additional withdrawal rights or revocation rights are required by
law.
Upon the terms and subject to the conditions of the Tender
Offers and the Consent Solicitations, the consideration for each
$1,000 principal amount of Notes
validly tendered (with, to the extent applicable, consents that
have been validly delivered) and accepted for purchase pursuant to
the Tender Offers will be the tender offer consideration for the
applicable series of Notes set forth in the table above (with
respect to each series of Notes, the "Tender Offer
Consideration"). Holders of Notes that are validly tendered
(with, to the extent applicable, consents that have been validly
delivered) at or prior to 5:00 p.m.,
New York City time, on
January 17, 2020 (such date and time
with respect to a Tender Offer or Consent Solicitation, as it may
be extended for such Tender Offer or Consent Solicitation, the
"Early Tender Date") and accepted for purchase pursuant to the
Tender Offers will receive the applicable Tender Offer
Consideration plus the early tender premium for the applicable
series of Notes set forth in the table above (with respect to each
series of Notes, the "Early Tender Premium" and, together with the
applicable Tender Offer Consideration, the "Total
Consideration"). Holders of Notes validly tendered (with, to
the extent applicable, consents that have been validly delivered)
after the Early Tender Date, but before the Expiration Date, and
accepted for purchase pursuant to the Tender Offers will receive
the applicable Tender Offer Consideration, but not the Early Tender
Premium.
In addition to the Tender Offer Consideration or the Total
Consideration, as applicable, all holders of Notes accepted for
purchase pursuant to the Tender Offers will, on the Early
Settlement Date or the Final Settlement Date (each as defined
below), as applicable, also receive accrued and unpaid interest on
those Notes from the last interest payment date with respect to
those Notes to, but not including, the Early Settlement Date or the
Final Settlement Date, as applicable.
Subject to compliance with applicable law, the Company
may (i) extend or otherwise amend the Early Tender Date
or the Expiration Date with respect to a Tender Offer and, if
applicable, the related Consent Solicitation or (ii) increase or
decrease the Aggregate Maximum Purchase Amount, the 5.10% Notes
Tender Cap or the 5.00% Notes Tender Cap, in each case without
extending the Withdrawal Deadline for such Tender Offer or Consent
Solicitation or otherwise reinstating withdrawal or revocation
rights of Holders for such Tender Offer or Consent
Solicitation. In addition, the Early Tender Date with respect
to a Tender Offer and, if applicable, the related Consent
Solicitation can be extended independently of the Early Tender Date
or Withdrawal Deadline with respect to any other Tender Offer and
Consent Solicitation. There can be no assurance that the
Company will change the Aggregate Maximum Purchase Amount, the
5.10% Notes Tender Cap or the 5.00% Notes Tender Cap. If the
Company changes the Aggregate Maximum Purchase Amount, the 5.10%
Notes Tender Cap or the 5.00% Notes Tender Cap, it does not expect
to extend the Withdrawal Deadline, subject to applicable law.
The Company reserves the right, in its sole discretion, at any
point following the Early Tender Date and before the Expiration
Date, to accept for purchase any Notes validly tendered (with, to
the extent applicable, Consents that have been validly delivered)
at or prior to the Early Tender Date (the date of such acceptance
and purchase, the "Early Settlement Date"), subject to the
Aggregate Maximum Purchase Amount, the Acceptance Priority Levels,
the 5.10% Notes Tender Cap, the 5.00% Notes Tender Cap and
proration as described herein. The Early Settlement Date will
be determined at the Company's option and is currently expected to
occur on January 22, 2020, assuming
the conditions to the Tender Offers and, to the extent applicable,
the Consent Solicitations have been either satisfied or waived by
the Company at or prior to the Early Settlement Date. The
Company has no obligation to elect to have an Early Settlement
Date. Irrespective of whether the Company chooses to exercise
the Company's option to have an Early Settlement Date, it will
purchase any remaining Notes that have been validly tendered (with,
to the extent applicable, Consents that have been validly
delivered) at or prior to the Expiration Date and accepted for
purchase, subject to all conditions to the Tender Offers and, to
the extent applicable, the Consent Solicitations having been either
satisfied or waived by the Company, promptly following the
Expiration Date (the date of such acceptance and purchase, the
"Final Settlement Date"; the Final Settlement Date and the Early
Settlement Date each being a "Settlement Date"), subject to the
Aggregate Maximum Purchase Amount, the Acceptance Priority Levels,
the 5.10% Notes Tender Cap, the 5.00% Notes Tender Cap and
proration as described herein. The Final Settlement Date is
expected to occur on the second business day following the
Expiration Date, assuming the conditions to the Tender Offers and,
to the extent applicable, the Consent Solicitations have been
either satisfied or waived by the Company at or prior to the
Expiration Date and the Aggregate Maximum Purchase Amount is not
purchased on the Early Settlement Date.
Subject to the Aggregate Maximum Purchase Amount, the 5.10%
Notes Tender Cap, the 5.00% Notes Tender Cap and proration as
described herein, all Notes validly tendered at or before the Early
Tender Date having a higher Acceptance Priority Level will be
accepted before any Notes validly tendered at or before the Early
Tender Date having a lower Acceptance Priority Level are accepted,
and all Notes validly tendered after the Early Tender Date having a
higher Acceptance Priority Level will be accepted before any Notes
validly tendered after the Early Tender Date having a lower
Acceptance Priority Level are accepted in the Tender Offers.
Accordingly, subject to the 5.10% Notes Tender Cap and the 5.00%
Notes Tender Cap, all validly tendered Notes with an Acceptance
Priority Level 1 will be accepted before any validly tendered Notes
with an Acceptance Priority Level 2, and so on, until the Aggregate
Maximum Purchase Amount is allocated. Once all Notes validly
tendered in a certain Acceptance Priority Level have been accepted,
Notes from the next Acceptance Priority Level may begin to be
accepted. If the remaining portion of the Aggregate Maximum
Purchase Amount, the 5.10% Notes Tender Cap and the 5.00% Notes
Tender Cap, as applicable, is adequate to purchase some but not all
of the aggregate principal amount of Notes validly tendered within
the next Acceptance Priority Level, Notes validly tendered in that
Acceptance Priority Level will be accepted on a
pro rata basis, based on the aggregate principal amount
of Notes validly tendered with respect to that Acceptance Priority
Level, and no Notes with a lower Acceptance Priority Level will be
accepted.
Notwithstanding the foregoing, even if the Tender Offers are not
fully subscribed as of the Early Tender Date, subject to the
Aggregate Maximum Purchase Amount, the 5.10% Notes Tender Cap and
the 5.00% Notes Tender Cap, Notes validly tendered at or before the
Early Tender Date will be accepted for purchase in priority to
other Notes validly tendered after the Early Tender Date, even if
such Notes validly tendered after the Early Tender Date have a
higher Acceptance Priority Level than Notes validly tendered prior
to the Early Tender Date. In addition, if the aggregate
purchase price of Notes validly tendered at or before the Early
Tender Date exceeds the Aggregate Maximum Purchase Amount, the
Company will not accept for purchase any Notes tendered after the
Early Tender Date. Similarly, if the aggregate purchase price
of the 5.10% Notes validly tendered at or before the Early Tender
Date exceeds the 5.10% Notes Tender Cap, the Company will not
accept for purchase any 5.10% Notes tendered after the Early Tender
Date. If the aggregate purchase price of the 5.00% Notes validly
tendered at or before the Early Tender Date exceeds the 5.00% Notes
Tender Cap, the Company will not accept for purchase any 5.00%
Notes tendered after the Early Tender Date.
Any Holder who tenders 5.50% Notes or 4.625% Notes pursuant to
the related Tender Offers must also deliver a Consent to the
Proposed Amendments pursuant to the related Consent
Solicitation. Holders who validly tender their 5.50% Notes or
their 4.625% Notes pursuant to the related Tender Offers with
respect to the 5.50% Notes or the 4.625% Notes, as applicable, will
be deemed to have delivered their Consents for such related series
of Notes pursuant to the related Consent Solicitation by virtue of
such tender. Holders may not deliver Consents with respect to
the 5.50% Notes or the 4.625% Notes without also tendering their
Notes of such series in the related Tender Offer. A Holder
may not revoke a Consent with respect to the 5.50% Notes or the
4.625% Notes without withdrawing the previously tendered Notes of
such series to which such Consent relates. A valid withdrawal
of tendered Notes prior to the Withdrawal Deadline will constitute
the concurrent valid revocation of such Holder's related
Consent.
Acceptance for tenders of any series of Notes may be subject to
proration as to such series if the aggregate purchase price of the
Notes of such series (exclusive of Accrued Interest) would cause
the Aggregate Maximum Purchase Amount to be exceeded.
Acceptance for tenders of the 5.10% Notes or the 5.00% Notes, as
applicable, may also be subject to proration if the aggregate
purchase price (exclusive of Accrued Interest) of such series
exceeds the 5.10% Notes Tender Cap or the 5.00% Notes Tender Cap,
as applicable. If the Tender Offers are fully subscribed as
of the Early Tender Date, Holders who validly tender Notes after
the Early Tender Date will not have any of their Notes accepted for
purchase.
The Tender Offers are not conditioned upon a minimum amount of
Notes of any series, or a minimum amount of Notes of all series,
being tendered, or upon obtaining any Requisite Consent. The
Tender Offers are conditioned on the completion of the proposed
offering of debt securities by the Company's indirect parent,
Nabors. The adoption of the Proposed Amendments with respect to the
5.50% Indenture and the 4.625% Indenture and related series of
Notes is conditioned upon obtaining Requisite Consent with respect
to such Indenture or related series of Notes but is not conditioned
upon the consummation of the other Consent Solicitation or adoption
of the Proposed Amendments in respect of the other Indenture and
related series of Notes or obtaining any Requisite Consent with
respect to the other Indenture or related series of Notes.
BofA Securities, Inc., MUFG Securities Americas
Inc., Mizuho Securities USA
LLC and Wells Fargo Securities LLC are serving as the lead dealer
managers in connection with the Tender Offers and the solicitation
agents in connection with the Consent Solicitations and Citigroup
Global Markets Inc, Goldman Sachs & Co. LLC, HSBC Securities
(USA) Inc, Morgan Stanley &
Co. LLC and SMBC Nikko Securities America, Inc. are serving as the
co-dealer managers in the Tender Offers and co-solicitation agents
in the Consent Solicitations. Global Bondholder Services
Corporation has been retained to serve as both the depositary and
the information agent for the Tender Offers and the Consent
Solicitations. Persons with questions regarding the Tender
Offers or the Consent Solicitations should contact BofA Securities
toll-free at (888) 292-0070; MUFG toll-free at (877) 744-4532;
Mizuho Securities at (866) 271-7403; or Wells Fargo Securities at
(866) 309-6316. 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.
None of the Company, its officers, the dealer managers, the
solicitation agents, the depositary, the information agent or the
trustees with respect to the Notes, or any of the Company's or
their respective affiliates, makes any recommendation that holders
tender or refrain from tendering all or any portion of the
principal amount of their Notes, and no one has been authorized by
any of them to make such a recommendation. Holders must make
their own decision as to whether to tender their Notes, deliver
their consents and, if so, the principal amount of Notes to which
action is to be taken. The Tender Offers and Consent
Solicitations are made only by the Offer to Purchase and Consent
Solicitation. This press release is neither an offer to
purchase nor a solicitation of an offer to sell any notes in the
Tender Offers. The Tender Offers and Consent Solicitations
are not being made to holders of Notes in any jurisdiction in which
the making or acceptance thereof would not be in compliance with
the securities, blue sky or other laws of such jurisdiction.
In any jurisdiction in which the Tender Offers or Consent
Solicitations are required to be made by a licensed broker or
dealer, the Tender Offers and Consent Solicitations will be deemed
to be made on behalf of the Company by the dealer managers,
solicitation agents or one or more registered brokers or dealers
that are licensed under the laws of such jurisdiction.
The Company 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 the Company 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 or less favorable to Holders of Notes
than the terms of the Tender Offers. Any future purchases,
exchanges or redemptions by the Company 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) the Company 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 the
Company 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 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.