NABORS INDUSTRIES LTD: entering into a material definitive agreement, creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a holder, financial statements and exhibits (Form 8-K)

Item 1.01 Conclusion of a Material Definitive Agreement.

As previously stated, the November 18, 2021, Nabors Industries, Inc. (“NII”) has entered into a purchase contract (the “Purchase Agreement”) under which NII has agreed to sell $ 700 million total principal amount of its 7.375% priority guaranteed notes due 2027 (the “Notes”) at Goldman Sachs & Co. LLC,
Morgan Stanley & Co. LLC, Citigroup Global Markets, Inc., Wells Fargo Securities, LLC, HSBC Securities (United States) Inc., Academy Securities, Inc. and B. Dyson Capital Advisors, a Arcadia Securities Division, LLC (the “Original Purchasers”). The Notes are fully and unconditionally guaranteed by (i) Nabors Industries Ltd. (“Nabors Bermuda” and, together with NII, “Nabors”), (ii) each of the subsidiaries (the “Senior Note Guarantors”) of Nabors Bermuda which guarantee its existing 7.25% Senior Secured Notes due in 2026 and 7.50% Senior Secured Notes due 2028 (together, the “Existing Secured Notes”) and (iii) certain lower level subsidiaries (the “Guarantors of the Lower Level Notes”) of Nabors Bermuda, other than Nabors Alaska Drilling, Inc., which secure NII’s revolving credit facility (the “Revolving Credit Facility”) and do not guarantee, as of the date of the deed (as defined below), the existing secured notes (with Nabors Bermuda and the guarantors of higher level tickets, the “guarantors”).

The sale of the Bonds was closed on 23 November 2021. NII received net proceeds, after deducting estimated offering commissions and estimated net expenses, of approximately $ 688.9 million. Nabors intends to use the net proceeds of this offering to repay approximately $ 457.5 million amounts overdue under the revolving credit facility and the remainder for general business purposes.

NII sold the Notes to the original purchasers relying on the exemption from registration under section 4 (a) (2) of the Securities Act of 1933, as amended (the “Securities Act”). The original buyers then sold the notes to (i) qualified institutional buyers in accordance with the exemption from registration under Rule 144A and (ii) in accordance with Regulation S under the Securities Act. NII relied on these exemptions from registration based in part on the representations made by the original purchasers in the purchase contract.

The Notes are governed by a Deed of Trust dated 23 November 2021 (the “Deed”), between NII, as Issuer, the Guarantors, as Guarantors, and
Wilmington Trust, National Association, as a trustee (the “Trustee”).

The Notes will bear interest at an annual rate of 7.375% and will mature on
May 15, 2027. The deed includes customary restrictive covenants, subject to significant exceptions, which limit the ability of Nabors Bermuda and its subsidiaries to, among other things, enter into certain liens, enter into sale-leaseback transactions, incur debt and engage in certain asset transfers. In the event of a Change of Control Triggering Event (as defined in the Indenture) with respect to the Notes, holders of the Notes may require NII to purchase all or part of their Notes at a price of purchase equal to 101% of the principal amount of the Notes thus purchased, plus accrued and unpaid interest, if applicable.

Prior to May 15, 2024, NII may redeem the Notes, in whole or in part, at a price equal to 100% of their principal amount plus a “redemption” premium and accrued and unpaid interest, if any. On or after May 15, 2024, NII may reimburse the Notes, in whole or in part, at specified prices which decrease over time, plus accrued and unpaid interest, if any. In addition, NII may use the net cash proceeds of one or more share offerings to repurchase up to 35% of the total principal amount of the Bonds before May 15, 2024, at a price equal to 107.375% of its principal plus accrued and unpaid interest, if applicable.

The Notes are senior unsecured obligations of NII and will rank pari passu in the right of payment with all existing and future unsubordinated indebtedness of NII and other obligations, except that the Notes rank (i) effectively rank lower in the right of payment to any of NII’s existing obligations and future covered obligations, including obligations covered under the revolving credit facility, to the extent of the value of the collateral securing those obligations under the latter, (ii) ranking first in the right of payment to one of NII’s future subordinated debts and to other obligations which are expressly subordinated to the Notes, (iii) structurally subordinated to the obligations of creditors, including the commercial creditors, subsidiaries of Nabors which do not guarantee the Notes, and (iv) guaranteed on a first-rank unsecured basis by the Guarantors, except that the Guarantees of the Guarantors of the Lower Level Notes are contractually subordinate in right of payment to the guarantees of the Guarantors of the Lower Level Notes of certain of the secured debt (the “secured principal debt”), including the obligations under the revolving credit facility, in due to a subordination agreement.

The guarantees of the Notes are (i) senior unsecured obligations of each Guarantor, other than the guarantees of the Guarantors of the Lower Notes, which are subordinated in right of payment to the guarantees of the Guarantors of the Lower Notes of the Debt. first rank guarantee, (ii) rank pari passu in right of payment with all existing and future senior obligations of the Guarantors which are not subordinated in right of payment to the Guarantees, other than the Guarantees of the Guarantors of the Lower Level Notes, which are subordinated in right of payment to the guarantees by the lower ranking obligations guarantors of the first guaranteed debt, (iii) of higher rank in right of payment to all future obligations of the guarantors which are expressly subordinated to the right of payment of the guarantees , (iv) effectively subordinated to all existing and future guaranteed obligations of the guarantors to the extent of the value of the property and assets securing such obligations, including obligations secured under the revolving credit and (v) structurally subordinate to any existing and future obligations of any of the subsidiaries of that Guarantor which are not Guarantors.

A copy of the Deed is included in this Form 8-K as Exhibit 4.1 and incorporated herein by reference. The summary description of the trust deed in this report is qualified in its entirety by reference to Exhibit 4.1.

Article 2.03. Creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a reporter.

The information in Item 1.01 above relating to the issuance of the Notes is incorporated by reference in this Item 2.03.

Item 9.01 Financial statements and supporting documents.

(d) Exhibits.



Exhibit
  No.                                   Description
  4.1       Indenture, dated as of November 23, 2021 by and among Nabors
          Industries, Inc., as Issuer, the guarantors party thereto, and
          Wilmington Trust, National Association, as trustee, including as
          exhibits thereto the form of Notes.
    104   Cover Page Interactive Data File (embedded within the Inline XBRL
          document).
          *Submitted electronically with this report in accordance with the
          provisions of Regulation S-T.

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