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
The sale of the Bonds was closed on
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 âSecurities Actâ). 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
The Notes will bear interest at an annual rate of 7.375% and will mature on
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 âsecured principal debtâ), 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, 2021by 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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