Nabors Industries Ltd. (NASDAQ:NBR) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement

As previously disclosed, on December2, 2016, Nabors
Industries,Inc. (NII), a wholly owned subsidiary of Nabors
Industries Ltd. (NIL), and NIL entered into a purchase agreement
under which NII agreed to sell $600 million aggregate principal
amount of its 5.5% Senior Notes due 2023 (the Notes) to Morgan
Stanley Co. LLC, Merrill Lynch, Pierce, Fenner Smith
Incorporated, Mizuho Securities USA Inc., Citigroup Global
Markets Inc., HSBC Securities (USA) Inc., Wells Fargo Securities,
LLC and MUFG Securities Americas Inc. (collectively, the Initial
Purchasers). The Notes are fully and unconditionally guaranteed
by NIL. The closing of the sale of the Notes occurred on
December9, 2016. NII received net proceeds, after deducting
estimated offering commissions and estimated net expenses, of
approximately $587.3 million. The proceeds from the sale of the
Notes are intended to be used to prepay the $162.5 million
portion due in 2018 under NIIs $325.0 million unsecured term loan
and all amounts currently outstanding under NIIs unsecured
revolving credit facility, which matures in 2020. Any proceeds
not used for such purposes will be used for general corporate
purposes, including to repay amounts outstanding under NIIs
commercial paper program and to repurchase or repay other
indebtedness of NIL and its subsidiaries.

NII sold the Notes to the Initial Purchasers in reliance on the
exemption from registration provided by Section4(a)(2)of the
Securities Act of 1933, as amended (the Securities Act). The
Initial Purchasers then sold the Notes to (i)qualified
institutional buyers to the exemption from registration provided
by Rule144A and (ii) to Regulation S under the Securities Act.
NII relied on these exemptions from registration based in part on
representations made by the Initial Purchasers in the Purchase
Agreement.

The Notes are governed by an indenture, dated as of December9,
2016 (the Indenture), among NII, as issuer, NIL, as guarantor,
Wilmington Trust, National Association, as trustee and Citibank,
N.A., as securities administrator.

The Notes will bear interest at a rate of 5.5% per year payable
semi-annually in arrears in cash on January15 and July15,
beginning on July15, 2017. The Notes will mature on January15,
2023.

The Indenture includes covenants customary for transactions of
this type that, subject to significant exceptions, limit the
ability of NIL and its subsidiaries to, among other things, incur
certain liens or enter into sale and leaseback transactions. In
the event of a Change of Control Triggering Event (as defined in
the Indenture) with respect to the Notes, the holders of the
Notes may require NII to purchase all or a portion of their Notes
at a purchase price equal to 101% of the principal amount of the
Notes so purchased, plus accrued and unpaid interest, if any. The
Notes are redeemable in whole or in part at any time at the
option of NII at the redemption prices specified in the
Indenture, plus accrued and unpaid interest.

The Notes will rank equal in right of payment to all of NIIs
other existing and future senior unsubordinated indebtedness. The
Notes will rank senior in right of payment to all of NIIs
existing and future senior subordinated and subordinated
indebtedness. NILs guarantee of the Notes will be unsecured and
will rank equal in right of payment to all of NILs unsecured and
unsubordinated indebtedness from time to time outstanding.

A copy of the Indenture is included in this Form8-K as Exhibit4.1
and incorporated herein by reference. The summary description of
the Indenture in this report is qualified in its entirety by
reference to Exhibit4.1.

On December9, 2016, NII, NIL, and Morgan Stanley Co. LLC, as
representative of the Initial Purchasers, entered into a
registration rights agreement for the Notes (the Registration
Rights Agreement),which requires NII and NIL to file a
registration statement with the Securities and Exchange
Commission to register an offer to exchange the Notes for
registered notes of the same series with substantially identical
terms (other than restrictions on transfer and provisions for
additional interest) by October5, 2017.

A copy of the Registration Rights Agreement is included in this
Form8-K as Exhibit4.2 and incorporated herein by reference. The
summary description of the Registration Rights Agreement in this
report is qualified in its entirety by reference to Exhibit4.2.

About Nabors Industries Ltd. (NASDAQ:NBR)