M&A - NABORS INDUSTRIES LTD

Form Type: S-3ASR

Filing Date: 2025-03-13

Corporate Action: Merger

Type: New

Accession Number: 000110465925023085

Filing Summary: On October 14, 2024, Nabors Industries Ltd. entered into a Merger Agreement with Parker Drilling Company and its wholly owned subsidiary, Nabors SubA Corporation, for the merger of the subsidiary with Parker, allowing Parker to become a wholly-owned subsidiary of Nabors Industries Ltd. As consideration for this Merger Transaction, Nabors issued 4,800,000 common shares to Parker's former stockholders, with 3,856,568 shares being registered for resale under this prospectus. The Selling Security Holders are allowed to offer and sell these securities on a delayed or continuous basis. Important terms include the restrictions on the transfer of the shares, which are subject to lock-up agreements and the specific rights and obligations within the registration rights agreement. The shares are being issued under the conditions laid out in the merger's closing and the associated registration rights compliance.

Document Link: View Document

Form Type: 8-K

Filing Date: 2025-03-12

Corporate Action: Merger

Type: New

Accession Number: 000110465925022754

Filing Summary: On March 11, 2025, Nabors Industries Ltd. completed its merger with Parker Drilling Company, as previously announced. The merger was executed under an Agreement and Plan of Merger dated October 14, 2024, among Nabors, Parker, and Nabors SubA Corporation. Following the merger, Parker became a wholly owned subsidiary of Nabors. The merger consideration included up to 4,800,000 shares of Nabors common stock and a cash payment of $562,000 for each outstanding share of Parker common stock. Additionally, the merger necessitated the termination of Parker's Amended and Restated Credit Agreement, effective at the merger's closing. A registration rights agreement was established for certain Parker stockholders regarding their Nabors common shares.

Document Link: View Document

Form Type: 425

Filing Date: 2025-02-14

Corporate Action: Merger

Type: Update

Accession Number: 000110465925014289

Filing Summary: Nabors Industries Ltd. is holding an investor conference call on February 13, 2025, where they will discuss their fourth quarter 2024 earnings and future market prospects. The call includes highlights of their financial performance, especially in international markets, and the expected contributions from their ongoing projects in Saudi Arabia and Argentina. The merger with Parker Wellbore has been approved by shareholders, and while awaiting regulatory approvals, Nabors anticipates closing the transaction in the first quarter of 2025. The call also addresses challenges in the Lower 48 market and outlines strategies to improve cash flow and reduce debt. Overall, Nabors is optimistic about growth opportunities, particularly in international drilling, despite a somewhat sluggish US drilling market.

Document Link: View Document

Form Type: 425

Filing Date: 2025-02-12

Corporate Action: Merger

Type: New

Accession Number: 000110465925012009

Filing Summary: Nabors Industries Ltd. issued a statement regarding a business combination agreement between Nabors Energy Transition Corp. II (formed in 2023) and e2Companies LLC. The collaboration aims to leverage e2's AI-based Virtual Utility solutions to address challenges in the power market while enhancing operational efficiencies for customers, particularly in energy-intensive industries such as oil and gas. This transaction is expected to fortify Nabors' efforts in promoting energy reliability and sustainability through integrated power solutions. Nabors’ leadership is optimistic about the potential market advantages stemming from this strategic alliance. Subsequent actions will involve regulatory filings and communications with shareholders concerning the business combination.

Document Link: View Document

Form Type: 8-K

Filing Date: 2025-01-17

Corporate Action: Merger

Type: New

Accession Number: 000119312525008408

Filing Summary: On January 17, 2025, Nabors Industries Ltd. held a special general meeting to address proposals in connection with the merger agreement with Parker Drilling Company. This agreement involves the merger of Nabors SubA Corporation, a wholly owned subsidiary of Nabors, with Parker, leading to Parker becoming a wholly owned subsidiary of Nabors. A total of 7,548,890 common shares were represented at the meeting, which accounted for approximately 70.49% of the outstanding shares. The shareholders approved the Nabors share issuance proposal with 91.17% voting in favor and also approved the Nabors adjournment proposal with 87.64% in favor. The adjournment was deemed unnecessary due to the approval of the share issuance proposal. No other matters were considered during this meeting.

Document Link: View Document

Form Type: 425

Filing Date: 2025-01-07

Corporate Action: Merger

Type: Update

Accession Number: 000119312525002878

Filing Summary: On January 7, 2025, Nabors Industries Ltd. reported significant updates regarding its ongoing merger with Parker Drilling Company. The report details demand letters received from shareholders alleging deficiencies in the disclosures within the Preliminary and Definitive Proxy Statements concerning the merger. Nabors and Parker are addressing these concerns by voluntarily amending the Definitive Proxy Statement to include additional information, while asserting that the original disclosures were compliant with applicable laws. The upcoming special general meeting for Nabors' shareholders is set for January 17, 2025, where crucial voting on the issuance of common shares to Parker shareholders will take place. The report affirms that these updates will not alter the consideration for Parker's stockholders or the timing of the meeting. Furthermore, financial forecasts and supporting data for both companies related to the merger are included, highlighting expectations for revenue and Adjusted EBITDA.

Document Link: View Document

Form Type: 8-K

Filing Date: 2025-01-07

Corporate Action: Merger

Type: Update

Accession Number: 000119312525002873

Filing Summary: On January 7, 2025, Nabors Industries Ltd. disclosed updates pertaining to its merger with Parker Drilling Company, detailing previous filings and communications with shareholders. Notably, demand letters from putative shareholders were received, alleging deficiencies in disclosures related to the merger. Despite these claims, Nabors maintains that its disclosures fully comply with legal requirements and no further clarification is necessary. However, to mitigate distractions, Nabors has decided to voluntarily amend its Definitive Proxy Statement. A special general meeting for shareholders has been scheduled for January 17, 2025, to vote on proposals, including the issuance of Nabors common shares to Parker stockholders. The merger agreement and the timeline of communication surrounding this merger, including the appointment of financial advisors, were reiterated, along with a summary of financial projections for both companies. Intended for clarity, this Form 8-K serves to supplement previously filed materials while reinforcing the board's recommendation to approve the merger.

Document Link: View Document