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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form 8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
November 10, 2025
NABORS INDUSTRIES LTD.
(Exact name of registrant as specified in
its charter)
| Bermuda |
|
001-32657 |
|
98-0363970 |
(State or Other Jurisdiction of
Incorporation or Organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
Crown House
4 Par-la-Ville Road
Second Floor
Hamilton, HM08 Bermuda |
|
N/A |
| (Address of principal executive offices) |
|
(Zip Code) |
(441) 292-1510
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed
since last report.)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of exchange on which
registered |
| Common shares |
|
NBR |
|
NYSE |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on November 4, 2025,
Nabors Industries, Inc. (“NII”) entered into a purchase agreement (the “Purchase Agreement”) under which NII agreed
to sell $700 million aggregate principal amount of its 7.625% Senior Priority Guaranteed Notes due 2032 (the “Notes”) to Goldman
Sachs & Co. LLC, Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Wells Fargo Securities, LLC, HSBC Securities (USA) Inc.,
Blaylock Van, LLC and Nomura Securities International, Inc. (together, the “Initial Purchasers”).
The Notes are fully and unconditionally guaranteed,
jointly and severally, by each of the entities that guarantee NII’s existing 9.125% senior priority guaranteed notes due 2030 (the
“Existing Senior Priority Guaranteed Notes”), which includes (i) Nabors Industries Ltd. (“Nabors Bermuda”), (ii)
each of the subsidiaries that guarantee Nabors Bermuda’s existing 7.50% senior guaranteed notes due 2028 and NII’s existing
8.875% senior guaranteed notes due 2031 (together, the “Existing Senior Guaranteed Notes”) and (iii) certain lower-tier subsidiaries
of Nabors Bermuda that guarantee NII’s amended & restated revolving credit facility (the “A&R Credit Facility”)
but do not currently guarantee the Existing Senior Guaranteed Notes, other than Nabors Alaska Drilling, Inc. (the “Lower Tier Notes
Guarantors” and, together with Nabors Bermuda and the guarantors of the Existing Senior Guaranteed Notes, the “Guarantors”)
on the same basis as the guarantee of the Existing Senior Priority Guaranteed Notes.
The closing of the sale of the Notes occurred
on November 10, 2025. NII received net proceeds, after deducting estimated offering commissions and estimated net expenses, of approximately
$687.9 million. Nabors Bermuda intends to use the net proceeds from this offering to retire all of its outstanding 7.375% senior priority
guaranteed notes due 2027 (the “Senior Priority Guaranteed Notes due 2027”). The remaining proceeds will be used for general
corporate purposes. As of the date hereof, there are $546.1 million in aggregate principal of Senior Priority Guaranteed Notes due 2027
outstanding.
NII sold the Notes to the Initial Purchasers in
reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities
Act”). The Initial Purchasers then sold the Notes to (i) qualified institutional buyers pursuant to the exemption from registration
provided by Rule 144A and (ii) pursuant to Regulation S under the Securities Act. NII relied on these exemptions from registration based
in part on representations made by the Initial Purchasers in the Purchase Agreement.
The Notes are governed by an indenture, dated
as of November 10, 2025 (the “Indenture”), among NII, as issuer, the Guarantors, as guarantors, and Wilmington Trust, National
Association, as trustee.
The Notes will bear interest at an annual rate
of 7.625% and will mature on November 15, 2032. The Indenture includes customary covenants, subject to significant exceptions, that limit
the ability of Nabors Bermuda and its subsidiaries to, among other things, incur certain liens, enter into sale and 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, the holders of the Notes may require NII to purchase all or a portion of their Notes at a purchase price equal to
101% of the principal amount of the Notes so purchased, plus accrued and unpaid interest, if any.
Prior to November 15, 2028, NII may redeem the
Notes, in whole or in part, at a price equal to 100% of the principal amount thereof plus a “make-whole” premium and accrued
and unpaid interest, if any. On or after November 15, 2028, NII may redeem the Notes, in whole or in part, at specified prices that decline
over time, plus accrued and unpaid interest, if any. In addition, NII may use the net cash proceeds of one or more equity offerings to
redeem up to 35% of the aggregate principal amount of Notes prior to November 15, 2028, at a price equal to 107.625% of the principal
amount thereof plus accrued and unpaid interest, if any.
The Notes are senior unsecured obligations of
NII and will rank pari passu in right of payment with all of NII’s existing and future unsubordinated debt and other obligations,
except that the Notes are (i) effectively junior in right of payment to any of NII’s existing and future secured obligations, including
secured obligations under the A&R Credit Facility, to the extent of the value of the collateral securing such obligations thereunder,
(ii) senior in right of payment to any of NII’s future subordinated debt and other obligations that are expressly subordinated to
the Notes and (iii) structurally subordinated to the obligations of creditors, including trade creditors, of Nabors Bermuda’s subsidiaries
that do not guarantee the Notes.
The guarantees of the Notes are (i) senior unsecured
obligations of each Guarantor, other than the guarantees of the Lower Tier Notes Guarantors, which are subordinate in right of payment
to guarantees by the Lower Tier Notes Guarantors of certain senior guaranteed debt, (ii) rank pari passu in right of payment with
all existing and future senior obligations of the Guarantors that are not subordinated in right of payment to the guarantees, other than
the guarantees of the Lower Tier Notes Guarantors, which are subordinate in right of payment to guarantees by the Lower Tier Notes Guarantors
of certain senior guaranteed debt, (iii) senior in right of payment to all future obligations of the Guarantors that are expressly subordinated
in right of payment of the guarantees, (iv) effectively subordinated to all existing and future secured obligations of the Guarantors
to the extent of the value of the property and assets securing such obligations, including secured obligations under the A&R Credit
Facility, and (v) structurally subordinated to any existing and future obligations of any of such Guarantor’s subsidiaries that
are not Guarantors.
A copy of the Indenture is included in this Form
8-K as Exhibit 4.1 and incorporated herein by reference. The summary description of the Indenture in this report is qualified in its entirety
by reference to Exhibit 4.1.
Item 2.03. Creation of a Direct Financial Obligation
or an Obligation under an Off Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 above regarding
the issuance of the Notes is hereby incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. |
|
Description |
| 4.1 |
|
Indenture, dated as of November 10, 2025 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. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
NABORS INDUSTRIES LTD. |
| |
|
|
| Date: November 10,
2025 |
By: |
/s/
Mark D. Andrews |
| |
|
Name: |
Mark D. Andrews |
| |
|
Title: |
Corporate Secretary |
