================================================================================
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): DECEMBER 13, 2004
NABORS INDUSTRIES LTD.
(Exact name of registrant as specified in its charter)
BERMUDA COMMISSION FILE NUMBER 980363970
(State or other jurisdiction of 000-49887 (I.R.S. Employer
incorporation or organization) Identification No.)
2ND FL. INTERNATIONAL TRADING CENTRE
WARRENS
PO BOX 905E
ST. MICHAEL, BARBADOS
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (246) 421-9471
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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 13, 2004, Nabors Industries Ltd. ("Nabors") and its wholly-owned
subsidiary Nabors Industries, Inc. (the "Company" and together with Nabors, the
"Offerors") entered into an indenture (the " Indenture") with J.P. Morgan Trust
Company, National Association, as trustee, in connection with the Offerors'
offer to exchange (the "Exchange Offer") the Company's Zero Coupon Senior
Exchangeable Notes Due 2023 (the "Old Securities") for the Company's Series B
Zero Coupon Senior Exchangeable Notes Due 2023 (the "New Securities").
On December 13, 2004, the New Securities were issued pursuant to the Indenture
to all holders of Old Securities who had properly tendered Old Securities in the
Exchange Offer. A description of the material terms of the New Securities is
incorporated herein by reference to the information under the headings "Summary
Description of the New Securities" and "Description of the New Securities" in
the Offerors' offering circular (the "Offering Circular") dated November 12,
2004, which was filed as Exhibit 12(a)(1)(i) to the Offerors' Schedule TO-I
dated November 12, 2004, as amended and supplemented by Amendment No. 1 thereto,
filed on December 2, 2004, by Amendment No. 2 thereto, filed on December 7, 2004
and by Amendment No. 3 thereto, filed on December 13, 2004 (as amended and
supplemented, the "Schedule TO-I"). The Indenture was qualified pursuant to the
Offerors' Form T-3 Application for Qualification of Trust Indenture (SEC File
No. 022-28761-01). A form of the Indenture was filed as Exhibit 12(d) to the
Schedule TO-I.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The response to Item 1.01 above is incorporated herein.
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.
The Exchange Offer expired at midnight on Friday, December 10, 2004. Pursuant to
the Exchange Offer, approximately $694,020,000 aggregate principal amount,
representing over 99%, of the Old Securities were exchanged for New Securities.
The Offerors accepted all validly tendered Old Securities and, in exchange,
issued a like principal amount of the New Securities subject to the compliance
by tendering holders with the terms of the Exchange Offer. Neither of the
Offerors received any proceeds from the issuance of the New Securities.
The New Securities were issued solely to existing security holders of the
Company pursuant to the exemption from registration under Section 3(a)(9) of the
Securities Act of 1933, as amended. Neither of the Offerors paid or gave,
directly or indirectly, any commission or other remuneration, including
underwriting discounts, to any broker, dealer, salesman or other person for
soliciting tenders of the Old Securities in connection with the Exchange Offer,
and neither of the Offerors have retained any dealer, manager or other agent to
solicit tenders with respect to the Exchange Offer.
The New Securities are exchangeable prior to the close of business on the
business day immediately preceding the final maturity date of the New Securities
under certain circumstances and for the consideration set forth in the
applicable provisions of the Indenture, a description of which is incorporated
herein by reference to the information under the headings "Summary Description
of the
2
New Securities--Exchange Rights of Holders of New Securities" and "Description
of the New Securities--Exchange Rights of Holders of New Securities" in the
Offering Circular.
3
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 thereunto duly authorized.
NABORS INDUSTRIES LTD.
Date: December 17, 2004 By: /s/ Daniel McLachlin
----------------------------------
Daniel McLachlin
Vice President-Administration &
Secretary
4