NABORS INDUSTRIES LTD. (NYSE:NBR) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02 Unregistered Sales of Equity Securities.
The information provided in Item 8.01 is incorporated herein by reference.
to the Arrangement, Nabors common shares will be issued in reliance upon an exemption from registration under federal securities laws provided by Section3(a)(10)of the Securities Act of 1933, as amended, for the issuance and exchange of securities approved after a public hearing on the fairness of the terms and conditions of the exchange by a court of competent jurisdiction at which all persons to whom the securities will be issued had the right to appear.
Item 8.01 Other Events.
The information provided in the Introductory Note is incorporated herein by reference.
On December15, 2017, upon the consummation of the Arrangement, all of the issued and outstanding common shares of Tesco (“Tesco Common Shares”) were transferred to AcquisitionCo. As a result of the Arrangement, Tesco is now an indirect, wholly-owned subsidiary of Nabors.
As of the effective time of the Arrangement, to the terms of the Agreement, holders of Tesco Common Shares have the right to receive 0.68 of a common share of Nabors (“Nabors Common Shares”) per Tesco Common Share. Approximately 32,034,232 Nabors Common Shares will be issued as consideration in the Arrangement. Additionally, at the effective time of the Arrangement: (i)each outstanding, unexpired Tesco option to purchase Tesco Common Shares was accelerated, cancelled, and exchanged for the right to receive an amount in cash per share, less tax withholdings, equal to (a)the excess of the Market Value over such option’s exercise price, multiplied by (b)the aggregate number of Tesco Common Shares subject to such option immediately prior to the effective time, and each option with an exercise price per share equal to or greater than the Market Value was cancelled for no consideration; and (ii)each outstanding Tesco restricted stock unit, which includes performance stock units (“RSU”), vested and was cancelled in exchange for the right to receive an amount in cash, less tax withholding, equal to (a)the Market Value, multiplied by (b)the aggregate number of Tesco Common Shares underlying such RSU immediately prior to the effective time. Market Value means 0.68 multiplied by the closing price of one Nabors Common Share on the New York Stock Exchange on the last trading day prior to the effective date of the Arrangement, or $5.58.