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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/04/24 Nabors Industries Ltd. 8-K:1,2,9 4/01/24 11:1.3M Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 32K 2: EX-10.1 Material Contract HTML 975K 6: R1 Cover HTML 48K 8: XML IDEA XML File -- Filing Summary XML 11K 11: XML XBRL Instance -- tm2410980d1_8k_htm XML 16K 7: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 4: EX-101.LAB XBRL Labels -- nbr-20240401_lab XML 96K 5: EX-101.PRE XBRL Presentations -- nbr-20240401_pre XML 64K 3: EX-101.SCH XBRL Schema -- nbr-20240401 XSD 12K 9: JSON XBRL Instance as JSON Data -- MetaLinks 25± 34K 10: ZIP XBRL Zipped Folder -- 0001104659-24-043357-xbrl Zip 201K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): i April 1, 2024
(Exact name of registrant as specified in its charter)
| i Bermuda | i 001-32657 | i 98-0363970 | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| i Crown House i 4 Par-la-Ville Road i Second Floor i Hamilton, i HM08 i Bermuda |
N/A | |
| (Address of principal executive offices) | (Zip Code) |
(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:
| i ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| i ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| i ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| i ¨ | 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 | ||
| i Common shares | i NBR | i 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).
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. |
On April 1, 2024, Nabors Industries, Inc. a Delaware corporation (“Nabors Delaware”) and Nabors A.R.F., LLC, a bankruptcy remote special purpose entity organized under the laws of Delaware (“NARF,” and together with Nabors Delaware, the “Nabors Entities”), each an indirect subsidiary of Nabors Industries Ltd. (the “Company”), together with Wells Fargo Bank, N.A. (“Wells Fargo”), Arab Banking Corporation B.S.C., New York Branch, and Nomura Corporate Funding Americas, LLC (“Nomura”), entered into the Fourth Amendment to the Receivables Purchase Agreement (the “Fourth Amendment”), amending that certain Receivables Purchase Agreement dated September 13, 2019, among the Nabors Entities, the Purchasers party thereto, and Wells Fargo as Administrative Agent, (as amended by that certain First Amendment to the Receivables Purchase Agreement dated effective July 13, 2021, by that certain Second Amendment to the Receivables Purchase Agreement dated effective May 13, 2022, and by that certain Third Amendment to the Receivables Purchase Agreement dated effective June 29, 2022, the “Purchase Agreement”).
The Fourth Amendment amends the Purchase Agreement to, among other things:
| • | Extend the term of the Purchase Agreement to the earliest to occur of (i) April 1, 2027, (ii) the day that is ninety (90) calendar days prior to the occurrence of the “Maturity Date” (or other similar or replacement term) under and as defined in the Credit Agreement dated as of January 21, 2022 (the “Credit Agreement”) and (iii) if any of the principal amount of the 7.25% Senior Notes are outstanding as of October 15, 2025, then October 15, 2025; |
| • | Decrease the triggering Liquidity level for each Weekly Reporting Period from $220,000,000 to $87,500,000; |
| • | Eliminate the Cash Control Period; |
| • | Eliminate as an event of termination, the failure to maintain, unless cured as provided by in the Credit Agreement, a Consolidated Cash Balance of $160,000,000; and |
| Add as events of termination, as provided in the Credit Agreement, either the Company ceasing to have Minimum Guarantor Value of at least 90% or the Company failing to satisfy the Interest Coverage Financial Covenant as of any date of determination. |
Capitalized terms used herein but not defined herein shall have the meanings given such terms in the Fourth Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing description of the Fourth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth Amendment, which is incorporated by reference herein.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
| (b) | The disclosure set forth in Item 1.01 above is incorporated herein by reference in its entirety. |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Fourth Amendment to the Receivables Purchase Agreement, dated as of April 1, 2024, by and among Nabors A.R.F., LLC, Nabors Industries, Inc., Arab Banking Corporation B.S.C. New York Branch, Nomura Corporate Funding Americas, LLC, and Wells Fargo Bank, N.A. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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: | April 4, 2024 | By: | /s/ Mark D. Andrews |
| Mark D. Andrews | |||
| Corporate Secretary |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 4/1/27 | ||||
| 10/15/25 | ||||
| Filed on: | 4/4/24 | |||
| For Period end: | 4/1/24 | |||
| 6/29/22 | 8-K | |||
| 5/13/22 | ||||
| 1/21/22 | 8-K | |||
| 7/13/21 | 8-K | |||
| 9/13/19 | 8-K | |||
| List all Filings | ||||