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): February 5, 2021
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 | ||
| Preferred shares – Series A | NBR.PRA | 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. |
On February 5, 2021, Nabors Industries Ltd. (the “Company”) entered into an amendment (the “Amendment”) to that certain Rights Agreement, dated as of May 5, 2020, (the “Rights Agreement”) between the Company and Computershare Trust Company, N.A., as Rights Agent, which Rights Agreement granted one preferred share purchase right (a “Right”) for each issued and outstanding common share of the Company, par value US$0.05 per share (the “Common Shares”). The Rights Agreement provides that a person or group of affiliated or associated persons becomes an “Acquiring Person” (as defined in the Rights Agreement) upon acquiring beneficial ownership of 4.9% or more of the issued and outstanding Common Shares, with certain exceptions for, among other things, employee benefit plans of the Company or of any Subsidiary and holders with beneficial ownership in excess of such percentage as of the time of the first public announcement of the declaration of the grant of Rights.
The Amendment amended the definition of “Acquiring Person” to exclude BlackRock, Inc. (collectively with the investment funds and accounts for which it or its subsidiaries acts or may act as manager and/or investment advisor, “BlackRock”). The Board of Directors of the Company may determine, in its sole discretion, that BlackRock is no longer excluded from the definition of “Acquiring Person” if any of the representations, warranties, conditions or provisions in that certain letter agreement between the Company and BlackRock are breached or cease to true, correct and complete. Under the letter agreement, BlackRock represents, among other things, that:
§ BlackRock will not acquire 20% or more of the then-outstanding (i) common stock of the Company or (i) preferred stock of the Company (collectively, the “Subject Stock”), but, in each case, excluding from the denominator in calculating such percentage, any shares of Subject Stock held by the Company or any subsidiary of the Company;
§ No single fund of BlackRock holds or will hold an economic interest (taking into account the ownership rules of Section 382 of the Internal Revenue Code) of 4.9% or more of the then-outstanding (i) common stock of the Company or (ii) preferred stock of the Company (but, in each case, excluding from the denominator in calculating such percentage, any shares of Subject Stock held by the Company or any subsidiary of the Company), other than as disclosed to the Company;
§ The BlackRock fund disclosed to the Company as holding 4.9% or more of the common stock of the Company shall not beneficially own 7% or more of the common stock of the Company outstanding at any time (excluding from the denominator in calculating such percentage, any shares of common stock held by the Company or any subsidiary of the Company); and
§ BlackRock will only acquire beneficial ownership of Subject Stock in the ordinary course of business and not with the purpose or effect of changing or influencing control of the Company.
A copy of the Rights Agreement and Amendment is available free of charge from the Company. This summary description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as an exhibit hereto and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. | Description | |
| 4.1 | Amendment No. 2 to Rights Agreement, dated February 5, 2021 between Nabors Industries Ltd. and Computershare Trust Company, N.A., as Rights Agent. | |
| 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: February 5, 2021 | By: | /s/Mark D. Andrews |
| Name: Mark D. Andrews | ||
| Title: Corporate Secretary | ||
Exhibit 4.1
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 2 (this “Amendment”), dated as of February 5, 2021, to the Rights Agreement, dated as of May 5, 2020, as amended (collectively, the “Rights Agreement”), by and between Nabors Industries Ltd., a Bermuda exempted company (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “Rights Agent”).
R E C I T A L S
WHEREAS, the Company and the Rights Agent have heretofore executed and entered into the Rights Agreement; and
WHEREAS, the Company desires to amend the Rights Agreement in accordance with Section 27 thereof.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth in the Rights Agreement and herein, the parties hereto hereby agree as follows:
A G R E E M E N T
1. Amendment of the Rights Agreement. The Rights Agreement is hereby amended as follows:
(a) The first sentence in the definition of “Acquiring Person” in Section 1 of the Rights Agreement is hereby deleted and replaced with the following:
““Acquiring Person” shall mean any Person who or which, together with all Affiliates and Associates of such Person, shall be the Beneficial Owner of 4.9% or more of the Common Shares then issued and outstanding but shall not include any Excluded Persons.”
(b) The definition of “Excluded Person” Section 1 of the Rights Agreement is hereby deleted and replaced with the following:
““Excluded Person” shall mean (i) (A) the Company, (B) any Subsidiary of the Company, (C) any employee benefit plan of the Company or of any Subsidiary of the Company, or (D) any entity or trust holding Common Shares for or pursuant to the terms of any such employee benefit plan or (ii) BlackRock, Inc. (collectively with all of the investment funds and accounts for which it or its subsidiaries acts or may in the future act, as manager and/or investment advisor “BlackRock”); provided, however, that the Board of Directors of the Company may determine, in its sole and absolute discretion, that BlackRock will cease to be an “Excluded Person” immediately upon such determination if any of the representations, warranties, conditions or provisions contained in the Rights Agreement Reliance Letter, dated January 28, 2021, by and between the Company and BlackRock, Inc. (and any amendments thereto) are breached or cease to be true, correct and complete.”
(c) The first sentence of Section 3(a) of the Rights Agreement is hereby deleted and replaced with the following:
“Until the earlier of (i) the Close of Business on the tenth day after the Shares Acquisition Date (or, in the event that the Board of Directors of the Company determines on or before such tenth day to effect an exchange in accordance with Section 24 hereof and determines in accordance with Section 24(f) hereof that a later date is advisable, such later date that is not more than twenty days after the Shares Acquisition Date) or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Excluded Person) of, or of the first public announcement of the intention of any Person (other than any Excluded Person) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 4.9% (such date being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) or by such electronic or other evidence of such Common Shares as permitted under applicable law and not by separate Right Certificates, except that the Rights associated with any uncertificated Common Shares shall be evidenced by the registration of such Common Shares in the Company’s share register in the names of the holders thereof (which registration shall also be deemed to be registration of ownership of the associated Rights), and (y) Right Certificates and the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying Common Shares.”.
2. Effectiveness. This Amendment shall be deemed effective as of the date first written above, as if executed on such date. Except as specifically amended by this Amendment, all other terms and conditions of the Rights Agreement shall remain in full force and effect and are hereby ratified and confirmed.
3. Miscellaneous. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State; provided, however, that all provisions, regarding the rights, duties, obligations and liabilities of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State. This Amendment may be executed in any number of counterparts (including by facsimile or PDF) and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated. Except as otherwise expressly provided herein, or unless the context otherwise requires, capitalized terms used herein shall have the respective meanings assigned to them in the Rights Agreement. The Rights Agent and the Company hereby waive any notice requirement under the Rights Agreement pertaining to the matters covered by this Amendment.
[Signature Page Follows]
IN WITNESS WHEREOF, this Amendment has been duly executed by the Company and the Rights Agent as of the day and year first written above.
| NABORS INDUSTRIES LTD. | ||
| By: | /s/ Mark D. Andrews | |
| Name: Mark D. Andrews | ||
| Title: Corporate Secretary | ||
| COMPUTERSHARE TRUST COMPANY, N.A., | ||
| as Rights Agent | ||
| By: | /s/ Kathleen Whelply | |
| Name: Kathleen Whelply | ||
| Title: Vice President | ||
[Signature Page to Amendment No. 2 to Rights Agreement]