Nabors accepts note tenders, to issue $175.7 million new notes

By Taylor Fox

New York, Nov. 30 – Nabors Industries, Inc., a wholly owned subsidiary of Nabors Industries Ltd., announced the final results of its offer to exchange seven series of notes for up to $300 million new 9% senior priority guaranteed notes due 2025, according to a news release.

As of the expiration deadline of 11:59 p.m. ET on Nov. 27, $380.2 million, or 27.6%, of the $1.38 billion of old notes in the exchange offer were validly tendered.

Nabors expects to issue $175.7 million of new notes in exchange for such validly tendered and accepted old notes on the settlement date of the exchange offers, which is expected to be on Dec. 1.

Nabors previously issued $50.5 million of 6½% senior priority guaranteed notes due 2025 in a private transaction in exchange for $115 million of its ¾% senior exchangeable notes due 2024.

The private exchange notes are substantially similar to the new notes with respect to ranking, covenants and certain other terms.

The issuance of the $50.5 million of private exchange notes, when combined with the $175.7 million of new notes to be issued upon settlement of the exchange offers, will result in approximately $226.1 million of the senior priority guaranteed notes outstanding upon the settlement of the exchange offers and an overall reduction of approximately $269.1 million aggregate principal amount of Nabors’ senior debt.

As previously reported, as of the 5 p.m. ET Nov. 12 original early participation date, $344.9 million of the old notes had been tendered in the exchange offers.

The final results and tender considerations are as follows, with the existing notes listed in order of acceptance priority level:

• $38,209,000 tendered and accepted of 4 5/8% notes due 2021, of which there is $129 million principal amount outstanding for a consideration of $1,000 of new notes per $1,000 principal amount;

• $3,733,000 tendered and accepted of 5½% notes due 2023, of which there is $32 million principal outstanding for a consideration of $600 of new notes per $1,000 principal amount;

• $19,422,000 tendered and accepted of 5.1% notes due 2023, of which there is $141 million outstanding for a total consideration of $600 of new notes per $1,000 principal amount;

• $132,678,000 tendered and accepted of 5¾% notes due 2025, of which there is $775 million outstanding for a total consideration of $375 of new notes per $1,000 principal amount;

• $135,678,000 tendered and accepted of ¾% notes due 2024, of which there is $460 million outstanding for a total consideration of $350 of new notes per $1,000 principal amount;

• $40,022,000 tendered and accepted of 7¼% notes due 2026, of which there is $600 million outstanding for a total consideration of $525 of new notes per $1,000 principal amount; and

• $10,391,000 tendered and accepted of 7½% notes due 2028, of which there is $400 million outstanding for a total consideration of $525 of new notes per $1,000 principal amount.

The tender considerations each include an early tender premium of $50 per $1,000 note. Holders who tendered their notes at or prior to the new early participation date are eligible to receive the early tender premium.

Holders will also receive accrued interest.

The exchanged notes are subject to proration with the maximum amount of old notes accepted being $200 million for the ¾% notes, $50 million for the 7¼% notes and $50 million for the 7½% notes.

The new notes mature Feb. 1, 2025 and will be guaranteed by the parent company and each of the subsidiaries that guarantee the parent’s existing 7¼% senior guaranteed notes due 2026 and 7½% senior guaranteed notes due 2028 and some lower tier subsidiaries of the parent that guarantee the company’s revolving credit facility but do not currently guarantee the existing guaranteed notes. The new notes will be senior to all outstanding notes issued by the company and the parent including the existing guaranteed notes. And the guarantee of the new notes by lower tier subsidiaries will be contractually subordinated in right of payment with respect to the lower tier subsidiaries’ guarantee of the company’s revolving credit facility.

Global Bondholder Services Inc. (866 470-3900, 212 430-3774, https://gbsc-usa.com/eligibility/nabors) is the information agent and exchange agent.

Nabors is an oil, natural gas and geothermal drilling contractor based in Hamilton, Bermuda.

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