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Title of Each Class of Securities
to be Registered |
| | |
Amount to be
Registered |
| | |
Proposed Maximum
Offering Price Per Share(1) |
| | |
Proposed Maximum
Aggregate Offering Price |
| | |
Amount of
Registration Fee(2) |
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Common shares, par value $0.05 per share
|
| | | | | 4,989,747shares | | | | | | $ | 166.66667 | | | | | | $ | 831,624,517.00 | | | | | | $ | 90,730.23 | | |
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| | | | S-iii | | | |
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| | | | S-2 | | | |
| | | | S-7 | | | |
| | | | S-8 | | | |
| | | | S-9 | | | |
| | | | S-24 | | | |
| | | | S-25 | | | |
| | | | S-26 | | | |
| | | | S-27 | | | |
| | | | S-28 | | |
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| X0 | | | = | | | the Exercise Price in effect immediately prior to the open of business on the Ex-Date or effective date, as the case may be, for the dividend distribution, subdivision, consolidation, combination or reclassification giving rise to the adjustment; | |
| X1 | | | = | | | the Exercise Price in effect immediately after the open of business on such Ex-Date or effective date, as applicable; | |
| WS0 | | | = | | | the number of Warrant Shares before such adjustment; and | |
| WS1 | | | = | | | the new number of Warrant Shares as determined pursuant to clause (a)(i). | |
| X | | | = | | | the total number of additional Common Shares issuable (or into which convertible securities may be exercised or converted) pursuant to such convertible securities; | |
| Y | | | = | | | the number of Common Shares equal to the aggregate price payable to exercise such convertible securities divided by the Market Price of the Common Shares on the Trading Day immediately preceding the Ex-Date; | |
| OS0 | | | = | | | the number of Common Shares outstanding immediately prior to the open of business on the Ex-Date for such distribution; | |
| WS0 | | | = | | | the number of Warrant Shares in effect immediately prior to the open of business on the Ex-Date; and | |
| WS1 | | | = | | | the new number of Warrant Shares in effect immediately after the open of business on the Ex-Date | |
| X0 | | | = | | | the Exercise Price in effect immediately prior to the open of business on the Ex-Date; | |
| X1 | | | = | | | the Exercise Price in effect immediately after the open of business on such Ex-Date; | |
| WS0 | | | = | | | the number of Warrant Shares in effect immediately prior to the open of business on the Ex-Date; and | |
| WS1 | | | = | | | the new number of Warrant Shares as determined pursuant to clause (b)(i). | |
| X0 | | | = | | | the Exercise Price in effect immediately prior to the open of business on the Ex-Date for such distribution; | |
| X1 | | | = | | | the Exercise Price in effect immediately after the open of business on the Ex-Date for such distribution; | |
| SP0 Days | | | = | | | the average of the Market Prices of the Common Shares over the ten consecutive Trading Days immediately preceding, but excluding, the Ex-Date for such distribution; and | |
| FMV | | | = | | | the fair market value, as of such Ex-Date, of the shares of capital stock, evidences of indebtedness, assets or property of Nabors, cash, rights or warrants; | |
| X0 | | | = | | | the Exercise Price in effect immediately prior to the open of business on the Ex-Date for such distribution; | |
| X1 | | | = | | | the Exercise Price in effect immediately after the open of business on the Ex-Date for such distribution; | |
| WS0 | | | = | | | the number of Warrant Shares in effect immediately prior to the open of business on the Ex-Date; and | |
| WS1 | | | = | | | the new number of Warrant Shares in effect immediately after the open of business on the Ex-Date. | |
| WS0 | | | = | | | the number of Warrant Shares in effect immediately prior to the open of business on the Ex-Date of the Spin-Off; | |
| WS1 | | | = | | | the number of Warrant Shares in effect immediately after the open of business on the Ex- Date of the Spin-Off; | |
| FMV | | | = | | | the average of the Market Prices of the Capital Stock or similar equity interest distributed to holders of the Common Shares applicable to one Common Share for the ten consecutive Trading Days immediately following, and including, the Ex-Date for such Spin-Off (such period, the “Valuation Period”); and | |
| SP | | | = | | | the average of the Market Prices of the Common Shares over the Valuation Period; | |
| X0 | | | = | | | the Exercise Price in effect immediately prior to the open of business on the Ex-Date of the Spin-Off; | |
| X1 | | | = | | | the Exercise Price in effect immediately after the open of business on the Ex-Date of the Spin-Off; | |
| WS0 | | | = | | | the number of Warrant Shares in effect immediately prior to the open of business on the Ex-Date of the Spin-Off; | |
| WS1 | | | = | | | the new number of Warrant Shares in effect immediately after the open of business on the Ex-Date of the Spin-Off as determined pursuant to clause (c)(ii). | |
| SP0 | | | = | | | the average of the Market Prices of the Common Shares for the ten consecutive Trading Days immediately preceding, but excluding, the Ex-Date for such dividend or distribution; | |
| C | | | = | | | the amount in cash per share Nabors distributes to holders of the Common Shares; | |
| WS0 | | | = | | | the number of Warrant Shares in effect immediately prior to the open of business on the Ex-Date for such dividend or distribution; | |
| WS1 | | | = | | | the new number of Warrant Shares in effect immediately after the open of business on the Ex-Date for such dividend or distribution; and | |
| T | | | = | | | an amount (subject to the proviso below, the “Dividend Threshold”) initially equal to $0.06 per Common Share; provided, however, that (x) if such dividend or distribution is not a regular quarterly cash dividend on the Common Shares, then the Dividend Threshold will be deemed to be zero per Common Share with respect to such dividend or distribution; and (y) the Dividend Threshold will be adjusted in the same manner as, and at the same time and for the same events for which the Exercise Price and number of Warrant Shares are adjusted as a result of the operation of clauses (a), (b) and (c) above and clauses (e) and (f) below. | |
| X0 | | | = | | | the Exercise Price in effect immediately prior to the open of business on the Ex-Date for such dividend or distribution; | |
| X1 | | | = | | | the Exercise Price in effect immediately after the open of business on the Ex-Date for such dividend or distribution; | |
| WS0 | | | = | | | the number of Warrant Shares in effect immediately prior to the open of business on the Ex-Date for such dividend or distribution; and | |
| WS1 | | | = | | | the new number of Warrant Shares in effect immediately after the open of business on the Ex-Date for such dividend or distribution. | |
| X0 | | | = | | | the Exercise Price in effect immediately prior to the open of business on the effective date of such pro rata repurchase; | |
| X1 | | | = | | | the Exercise Price in effect immediately after the open of business on the effective date of such pro rata repurchase; | |
| OS0 | | | = | | | the number of Common Shares issued and outstanding immediately prior to such pro rata repurchase; | |
| SP0 | | | = | | | the average of the Market Prices of the Common Shares for the ten consecutive Trading Days next succeeding the effective date of such pro rata repurchase; | |
| AC | | | = | | | the aggregate purchase price of the pro rata repurchase; and | |
| Y | | | = | | | the number of Common Shares so repurchased as a result of the pro rata repurchase; | |
| X0 | | | = | | | the Exercise Price in effect immediately prior to the open of business on the effective date of such pro rata repurchase; | |
| X1 | | | = | | | the Exercise Price in effect immediately after the open of business on such effective date of such pro rata repurchase, in accordance with clause (e)(i); | |
| WS0 | | | = | | | the number of Warrant Shares in effect immediately prior to the effective date of such pro rata repurchase; and | |
| WS1 | | | = | | | the new number of Warrant Shares in effect immediately after the open of business on such effective date of such pro rata repurchase. | |
| X0 | | | = | | | the Exercise Price in effect immediately prior to such Trigger Event; | |
| X1 | | | = | | | the Exercise Price in effect immediately after such Trigger Event; | |
| FMV | | | = | | | the fair market value of the rights or warrants distributed in respect of one Common Share (determined as of the date of such Trigger Event or public disclosure of such Trigger Event, as applicable, after giving effect to the occurrence of such Trigger Event); and | |
| SP | | | = | | | the Market Price of the Common Shares on the last Trading Day immediately preceding the date of such Trigger Event (or, if the occurrence of such Trigger Event is not publicly disclosed as of the date of such Trigger Event, the last Trading Day preceding the first date on which the occurrence of such Trigger Event is publicly disclosed) (either such date, as applicable, the “Pre-Trigger Event Date”); | |
| X0 | | | = | | | the Exercise Price in effect immediately prior to the applicable Trigger Event; | |
| X1 | | | = | | | the Exercise Price in effect immediately after such adjustment as determined in clause (f); | |
| WS0 | | | = | | | the number of Warrant Shares in effect immediately prior to such adjustment; and | |
| WS1 | | | = | | | the new number of Warrant Shares in effect immediately after such adjustment. | |
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High
(U.S.$) |
| |
Low
(U.S.$) |
| ||||||
2018 | | | | | | | | | | | | | |
First Quarter
|
| | | | 422.50 | | | | | | 322.0 | | |
Second Quarter
|
| | | | 430.50 | | | | | | 310.0 | | |
Third Quarter
|
| | | | 336.0 | | | | | | 285.0 | | |
Fourth Quarter
|
| | | | 327.0 | | | | | | 94.50 | | |
2019 | | | | | | | | | | | | | |
First Quarter
|
| | | | 185.0 | | | | | | 109.50 | | |
Second Quarter
|
| | | | 200.50 | | | | | | 101.0 | | |
Third Quarter
|
| | | | 152.0 | | | | | | 82.5 | | |
Fourth Quarter
|
| | | | 144.0 | | | | | | 78.0 | | |
2020 | | | | | | | | | | | | | |
First Quarter
|
| | | | 166.50 | | | | | | 16.0 | | |
Second Quarter
|
| | | | 84.16 | | | | | | 10.27 | | |
Third Quarter
|
| | | | 55.15 | | | | | | 23.51 | | |
Fourth Quarter
|
| | | | 75.44 | | | | | | 23.34 | | |