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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):
March 11, 2025
NABORS INDUSTRIES LTD.
(Exact Name of Registrant as Specified in Charter)
Bermuda |
|
001-32657 |
|
98-0363970 |
(State
or Other Jurisdiction of Incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer Identification No.) |
Crown House 4 Par-la-Ville Road Second Floor Hamilton, HM08 Bermuda |
(Address of Principal Executive Offices, and 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 (see General Instruction
A.2. below):
| ¨ | Written
communication 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
communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communication 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 each
exchange on which registered |
Common Shares |
|
NBR |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
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. ¨
Introductory Note
On
March 11, 2025 (the “Closing Date”), Nabors Industries Ltd., a Bermuda exempted company (“Nabors”
or “Parent”) completed its previously announced merger with Parker Drilling Company, a Delaware corporation (“Parker”
or the “Company”). Pursuant to that certain Agreement and Plan of Merger, dated as of October 14, 2024 (as amended,
modified or supplemented from time to time, the “Merger Agreement”), by and among Nabors, Parker, Nabors SubA Corporation,
a Delaware corporation and a wholly owned subsidiary of Nabors (“Merger Sub”), and Värde Partners, Inc.,
a Delaware corporation, solely in its capacity as the representative of the stockholders of Parker (the “Stockholder Representative”),
Merger Sub merged with and into Parker, with Parker surviving the merger as a wholly owned subsidiary of Nabors (the “Merger”).
| Item 1.01. | Entry into a Material Definitive Agreement. |
The information set forth in Item 2.03 regarding
the Parker Term Loan (as defined below) is incorporated into this Item 1.01 by reference.
On March 11, 2025, Nabors, Parker,
Merger Sub and the Stockholder Representative entered into the Third Amendment to the Merger Agreement (the “Amendment”).
Pursuant to the Amendment, Nabors, Merger Sub and Parker agreed, among other things, to waive certain conditions precedent to the consummation
of the Merger.
On the Closing Date, certain stockholders of Parker
(the “Supporting Stockholders”) entered into a registration rights agreement (the “Registration Rights Agreement”)
with respect to the Nabors Common Shares (as defined below) the Supporting Stockholders hold. The Registration Rights Agreement provides
certain registration rights and piggyback registration rights to the Supporting Stockholders, subject in certain circumstances to underwriter-advised
maximums on the number of Nabors Common Shares offered in any single underwritten offering and issuer suspensions of sales. Nabors agreed
to pay certain fees and expenses relating to registrations under the Registration Rights Agreement.
The foregoing descriptions of the Amendment and
the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to full text of the Amendment
and the Registration Rights Agreement, which are filed as Exhibit 2.2 and Exhibit 10.4 to this Current Report on Form 8-K,
respectively, and are incorporated herein by reference.
| Item 1.02. | Termination of a Material Definitive Agreement. |
On the Closing Date, in connection
with the consummation of the Merger as described above, all outstanding obligations under Parker’s Amended and Restated Credit
Agreement, dated as of October 8, 2019 (as amended in March 2021, March 2023 and September 2024, the “Parker
ABL Credit Agreement”) with the lenders and letter of credit issuers party thereto, Bank of America, N.A., as administrative
agent, and Bank of America N.A. and Deutsche Bank Securities Inc. as joint lead arrangers and joint lead bookrunners were terminated.
On the Closing Date, there were no borrowings and $16,692,730.15 in issued letters of credit outstanding under the Parker ABL Credit
Agreement. In connection with the closing of the Merger, the issued letters of credit have been replaced with letters of credit issued
under Nabors’ existing credit facilities.
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
The information set forth in the Introductory Note
of this Current Report is incorporated herein by reference.
On March 11, 2025,
Nabors consummated the Merger and completed the transactions contemplated by the Merger Agreement.
At the effective time of the
Merger (the “Effective Time”), each share of common stock of Parker, par value $0.01 per share (the “Parker
Common Stock”) outstanding immediately prior to the Effective Time was converted into the right to receive (without interest)
a pro rata share of the merger consideration, which consisted of up to 4,800,000 Nabors common shares, par value $0.05 per share (“Nabors
Common Shares”) and a cash payment of $562,000.
The issuance of Nabors Common
Shares in connection with the Merger was registered under the Securities Act of 1933, as amended, pursuant to Nabors’ Registration
Statement on Form S-4 (File No. 3333-282909) (the “Registration Statement”), declared effective by the Securities
and Exchange Commission on December 9, 2024.
The foregoing description
of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement,
which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.02 is incorporated
into this Item 2.03 by reference.
Parker is party to that certain Second Lien Term Loan Credit Agreement, dated March 26, 2019 (as amended in March 2021 and January 2023)
by and among Parker, UMB Bank, N.A., as administrative agent, and the lenders party thereto (the “Parker Term Loan”).
The lenders under the Parker Term Loan have lent
Parker $178.1 million aggregate principal amount of term loans, all of which remains outstanding. The Parker Term Loan bears interest
at a rate of 13.0 percent per annum, payable quarterly on the first day of each January, April, July and October and matures
on September 26, 2025. The Parker Term Loan also contains customary affirmative and negative covenants, including as to compliance
with laws (including environmental laws and anti-corruption laws), delivery of quarterly and annual financial statements, conduct of business,
maintenance of property, maintenance of insurance, incurrence of liens, incurrence of indebtedness, dispositions of assets, fundamental
changes and restricted payments. Additionally, the Parker Term Loan contains customary events of default and remedies for a term loan
facility. If Parker does not comply with the covenants in the Parker Term Loan, the lenders thereto may, subject
to customary cure rights, require immediate payment of all amounts outstanding under the Parker Term Loan.
The Parker Term Loan is secured by second priority
liens on substantially all of the assets of Parker and certain of its subsidiaries and has guarantees from certain subsidiaries of Parker,
which liens and guarantees shall remain in force immediately after closing of the Merger.
Furthermore, the Parker Term Loan carries a customary change
of control provision, which was triggered by the closing of the Merger. The change of control, when triggered, required that the Parker
Term Loan be repaid or refinanced within 30 days of the Closing Date or that Parker make a change of control repayment offer pursuant
to which it will offer to repurchase the term loans outstanding under the facility at 101% of the principal amount of such term loans.
Nabors currently intends to refinance the Parker Term Loan with new debt after closing of the Merger, subject to market conditions.
The description of the Parker
Term Loan contained in this Item 2.03 does not purport to be complete and is subject to and qualified in its entirety by reference to
the Parker Term Loan, which was filed as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K, and incorporated by reference
herein.
| Item 7.01. | Regulation FD Disclosure. |
On
March 11, 2025, Nabors and Parker issued a joint press release announcing the closing of the Merger. A copy of the press release
is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Nabors’ investor presentation containing additional
information regarding the Merger is included in this Form 8-K as Exhibit 99.2 and is incorporated by reference herein.
The
information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended
(the “Securities Act”).
| Item 9.01. | Financial Statements and Exhibits. |
(a) Financial Statements
The financial statements of Parker required by Item 9.01(a) of Form 8-K will be filed by amendment to this Current
Report within 71 calendar days of the date on which this report is required to be filed.
(b) Pro-Forma Financial Statements
The pro forma
financial information required by Item 9.01(b) of Form 8-K will be filed by amendment to this Current Report within 71 calendar days of
the date on which this report is required to be filed.
(d) Exhibits
2.1 |
Agreement and Plan of Merger, dated as of October 14, 2024, by and among Nabors Industries Ltd., Nabors SubA Corporation, Parker Drilling Company and Värde Partners, Inc., solely in its capacity as the representative of the stockholders of Parker Drilling Company (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on October 15, 2024).* |
|
|
2.2 |
Third Amendment to Agreement and Plan of Merger, dated as of March 11, 2025, by and among Nabors Industries Ltd., Nabors SubA Corporation, Parker Drilling Company and Värde Partners, Inc., solely in its capacity as the representative of the stockholders of Parker Drilling Company. |
|
|
10.1 |
Second Lien Term Loan Credit Agreement, dated March 26, 2019, by and among Parker Drilling Company, certain subsidiaries party thereto, UMB Bank, N.A., and the Lenders from time-to-time party thereto (incorporated by reference to Exhibit 10.6 to Nabors’ Registration Statement on Form S-4 (File No. 333-282909) filed with the SEC on October 31, 2024). |
|
|
10.2 |
First Amendment to Second Lien Term Loan Credit Agreement, dated March 26, 2021, by and among Parker Drilling Company, certain subsidiaries party thereto, UMB Bank, N.A. and the Lenders party thereto (incorporated by reference to Exhibit 10.7 to Nabors’ Registration Statement on Form S-4 (File No. 333-282909) filed with the SEC on October 31, 2024). |
10.3 |
Second Amendment and Limited Waiver to Second Lien Term Loan Credit Agreement, dated January 12, 2023, by and among Parker Drilling Company, certain subsidiaries party thereto, UMB Bank, N.A. and the Lenders party thereto (incorporated by reference to Exhibit 10.8 to Nabors’ Registration Statement on Form S-4 (File No. 333-282909) filed with the SEC on October 31, 2024). |
|
|
10.4 |
Registration Rights Agreement, dated as of March 11, 2025 by and among Nabors Industries Ltd. and the stockholders party thereto. |
|
|
99.1 |
Press Release, dated March 12, 2025. |
|
|
99.2 |
Investor Presentation, dated March 12, 2025. |
|
|
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
*The schedules to the Merger Agreement have been
omitted from this filing pursuant to Item 601(b)(2)(ii) of Regulation S-K.
Cautionary Statement
Regarding Forward-Looking Statements
The
information included in this Current Report includes forward-looking statements within the meaning of the Securities Act and the Exchange
Act. Such forward-looking statements are subject to a number of risks and uncertainties, as disclosed by Nabors from time to time in its
filings with the Securities and Exchange Commission. As a result of these factors, Nabors' actual results may differ materially from those
indicated or implied by such forward-looking statements. The forward-looking statements contained in this Current Report reflect
management's estimates and beliefs as of the date of this press release. Nabors does not undertake to update these forward-looking
statements.
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: |
March 12, 2025 |
By: |
/s/ Mark D. Andrews |
|
|
Name:Mark D. Andrews |
|
|
Title: Corporate Secretary |
Exhibit 2.2
Execution Version
THIRD AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
AND WAIVER
This THIRD AMENDMENT TO AGREEMENT
AND PLAN OF MERGER AND WAIVER (this “Waiver”), dated as of March 11, 2025, is entered into by and among Nabors
Industries Ltd., a Bermuda exempted company (the “Parent”), Nabors SubA Corporation, a Delaware corporation
and a direct wholly-owned subsidiary of the Parent (the “Merger Sub”), Parker Drilling Company, a Delaware corporation
(the “Company”), and Vӓrde Partners, Inc., a Delaware corporation, solely in its capacity as the representative
of the stockholders of the Company (such stockholders, the “Stockholders”, and such representative, the “Stockholder
Representative”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the
Merger Agreement (as defined below).
RECITALS
WHEREAS, the Parent, the Merger
Sub, the Company and the Stockholder Representative previously entered into that certain Agreement and Plan of Merger, dated as of October
14, 2024 (as amended by that certain Amendment No. 1, dated November 13, 2024, as further amended by that certain Amendment No. 2, dated
December 16, 2024, and as further amended, restated, amended and restated, or otherwise modified from time to time thereto, the “Merger
Agreement”);
WHEREAS, (i) Section 6.1(b)
of the Merger Agreement provides that, as a condition to the obligations of the Company, the Parent and the Merger Sub to consummate the
Closing, any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods
from Governmental Bodies under the Antitrust Laws and FDI Laws required to consummate the Merger shall have occurred or been obtained,
and (ii) Section 6.2(d) of the Merger Agreement provides that, as a condition to the obligations of the Parent and the Merger Sub to consummate
the Closing, the Company is required to deliver (or cause to be delivered) all of the closing deliveries set forth in Section 2.12(b)
of the Merger Agreement, including all consents, approvals, Orders or authorizations of, or written evidence of any registrations, declarations
or filings made with, any Governmental Body that were required to be obtained or made in connection with the execution and delivery of
the Merger Agreement or the consummation of the transactions contemplated thereby to the extent listed in Section 2.12(b)(vii) of the
Company Disclosure Schedule (clause (ii), collectively, the “Company Required Consents Condition”);
WHEREAS, as of the date hereof,
the applicable waiting period (or extension thereof) or clearance, as applicable, under (A) the Antitrust Laws of Kazakhstan (the “Kazakhstan
Antitrust Clearance”) and (B) the Antitrust Laws of Kuwait (the “Kuwait Antitrust Clearance”),
in each case, have not been obtained, delivered, expired and/or terminated, as applicable;
WHEREAS, Section 6.2(b)
of the Merger Agreement provides that, as a condition to the obligations of the Parent and the Merger Sub to consummate the Closing,
the Company and the Stockholders shall have performed and complied in all material respects with all covenants and agreements
required by this Agreement to be performed or complied with by the Company or the Stockholders, as applicable, on or prior to the
Closing Date, including: (i) at least one Business Day prior to the Closing Date, the Company taking all actions necessary to amend
the Company 401(k) Plan in accordance with Section 401(k) of the Code in order to (a) terminate the Company 401(k) Plan effective as
of such date (but contingent on the Closing) and (b) fully vest the accounts of all of the Company 401(k) Plan participants
contingent upon such termination (the “Company 401(k) Plan Condition”); and (ii) the Company Group using
its commercially reasonable efforts to obtain all consents, waivers and approvals with respect to (A) the Second Lien Term Loan, (B)
Technical Services Agreement, dated as of October 26, 2022, by and between Abu Dhabi Gas Development Company and International
Tubular Services Middle East – WLL, (C) Vehicle and Equipment Leasing Agreement, dated as of September 19, 2019, by and
between ADNOC Drilling Company P.J.S.C. and International Tubular Services Middle East – WLL, (D) the Kazakhstan Antitrust
Clearance and (E) the Kuwait Antitrust Clearance (the “Company CRE Condition”);
WHEREAS, Section 6.3(b) of
the Merger Agreement provides that, as a condition to the obligations of the Company to consummate the Closing, the Parent and the Merger
Sub shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed
or complied with by the Parent and the Merger Sub on or prior to the Closing Date, including the Parent and the Merger Sub using its commercially
reasonable efforts to obtain all material consents, waivers and approvals with respect to (i) the Kazakhstan Antitrust Clearance and (ii)
the Kuwait Antitrust Clearance (the “Parent CRE Condition”);
WHEREAS; Sections 2.14(b)
and (c) of the Merger Agreement provide procedures for the delivery of Letters of Transmittal and certain other related instructions to
certain Stockholders and Converted Equity Holders following the Effective Time to the extent such Letters of Transmittal and certain other
related instructions were not distributed to such Stockholders and Converted Equity Holders by the Company prior to the Effective Time;
WHEREAS, Section 6.1(g) provides
that, as a condition to the obligations of the Company, the Parent and the Merger Sub to consummate the Closing, the Final Net Debt shall
have been finally determined pursuant to Section 2.13(b);
WHEREAS, Section 5.21(d) provides
that, as a condition to the obligations of the Company, the Parent and the Merger Sub to consummate the Closing, the dollar amount to
be treated as an Excess Transaction Expense pursuant to Section 5.21(d) shall have been finalized pursuant to the terms of Section 5.21(d);
and
WHEREAS, Section 9.6 of the
Merger Agreement provides that any provision of the Merger Agreement may be waived by written instrument making specific reference to
the Merger Agreement signed by the party against whom enforcement of any such waiver is sought.
NOW THEREFORE, for good and
valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:
1.
Waiver of Certain Antitrust Closing Conditions. The Parent, the Merger Sub and the Company hereby waive (and only
waive) the occurrence or obtainment of the Kazakhstan Antitrust Clearance and the Kuwait Antitrust Clearance under Section 6.1(b) and
the compliance by the Company Group with the delivery of the Company Required Consents Condition under Section 6.2(d) of the Merger Agreement,
in each case, as conditions precedent to the consummation of the Closing.
2.
Waiver of the Company CRE Condition. The Parent and the Merger Sub hereby waive (and only waive) compliance by the
Company Group with the Company CRE Condition under Section 6.2(b) of the Merger Agreement as a condition precedent to the consummation
of the Closing.
3.
Waiver of the Parent CRE Condition. The Company hereby waives (and only waives) compliance by the Parent and the
Merger Sub with the Parent CRE Condition under Section 6.3(b) of the Merger Agreement as a condition precedent to the consummation of
the Closing.
4. Letters
of Transmittal. The Parent, the Merger Sub, the Company and the Stockholder Representative hereby waive (and only waive)
compliance with Sections 2.14(b) and (c) of the Merger Agreement and, therefore, Sections 2.14(b) and (c) of the Merger Agreement
shall be disregarded. Further, the Parent, the Merger Sub, the Company and the Stockholder Representative acknowledge and agree that
no Letters of Transmittal relating to the delivery of Parent Common Stock shall be required (or ultimately) delivered to any
Stockholders or Converted Equity Holders by the Company or Parent; provided, Parent shall use commercially reasonable efforts
to cause the Exchange Agent to deliver promptly following the Closing Date a short-form letter of transmittal to the holders of the
shares of Company Common Stock and holders of Converted Equity Awards for purposes of electing to receive any cash payments under
the Merger Agreement, as applicable, by check or by wire transfer of immediately available funds.
5.
Company 401(k) Plan Condition. Section 5.22 of the Merger Agreement shall be revised and replaced in its entirety
with the following:
“5.22 401(k) Plan Matters.
As soon as practicable and in any event prior to the Closing Date, the Company and the Parent will take all actions necessary to amend
the Company 401(k) Plan in accordance with Section 401(k) of the Code in order to fully vest the accounts of all of the Company 401(k)
Plan participants contingent upon the Closing. The form and substance of the resolutions approving such actions will be subject to the
prior review and approval of the Parent, which approval shall not be unreasonably withheld. On and after the Closing, the Company 401(k)
Plan shall remain in effect in accordance with its terms and conditions, as the same may be amended from time to time in Parent’s
sole discretion, including, for the avoidance of doubt, Parent’s discretion to cause the Company 401(k) Plan’s merger with
and into the Parent 401(k) Plan.”
6.
Net Debt. The Company, Parent, Merger Sub and the Stockholder Representative hereby agree that, in satisfaction of
the condition set forth in Section 6.1(g) of the Merger Agreement, the Final Net Debt is finally determined to be $98,624,012.86.
7.
5.21(d) Transaction Expenses. The Company, Parent, Merger Sub and the Stockholder Representative hereby agree that,
pursuant to Section 5.21(d) of the Merger Agreement and in satisfaction of the condition set forth in Section 6.1(i) of the Merger Agreement,
the finalized dollar amount to be treated as an Excess Transaction Expense regarding (i) the matters described in item 1 on Schedule 5.21(d)
of the Company Disclosure Schedule is $75,000.00 and (ii) the matters described in item 2 on Schedule 5.21(d) of the Company Disclosure
Schedule is $0.
8.
Covered Transaction Expenses. The Company, Parent, Merger Sub and the Stockholder Representative hereby agree that
clause (a) of the definition of “Covered Transaction Expenses” shall be revised and replaced in its entirety with the following:
“(a) any amounts incurred or to
be paid by or on behalf of the Company for legal fees, related to or arising out of the preparation, negotiation, execution, delivery
or performance of this Agreement or the Transaction Documents, or the consummation of the transactions contemplated hereby, but only up
to five million dollars ($5,000,000), in the aggregate,”
9. Certain Payment Items.
(a)
Parent and Merger Sub hereby consent to (i) that certain Equity Incentive Award Tax Withholding Election Letter delivered
by the Company (the “Withholding Letter”), and (ii) each of the matters set forth therein.
(b) The
Company, Parent, Merger Sub and the Stockholder Representative hereby agree that the payment of severance benefits pursuant to (i)
the Employment Agreement, dated as of March 18, 2020, by and among Parker Drilling Company, Parker Drilling Management Services
Ltd., and Alexander Esslemont, as amended by that certain Amendment of Employment Agreement, dated as of August 13, 2024, by and
among Parker Drilling Company, Parker Drilling Management Services Ltd., and Alexander Esslemont, (ii) the Employment Agreement,
dated as of August 31, 2020, by and among Parker Drilling Company, Parker Drilling Management Services Ltd., and Brage Johannessen,
as amended by that certain Amendment of Employment Agreement, dated as of August 13, 2024, by and among Parker Drilling Company,
Parker Drilling Management Services and Brage Johannessen, (iii) the Employment Agreement, dated as of March 26, 2019, by and among
Parker Drilling Company, Parker Drilling Management Services Ltd., and Michael W. Sumruld, as amended by that certain Amendment of
Employment Agreement, dated as of August 13, 2024, by and among Parker Drilling Company, Parker Drilling Management Services and
Michael W. Sumruld and (iv) the Employment Agreement, dated as of March 26, 2019, by and among Parker Drilling Company, Parker
Drilling Management Services Ltd., and Bryan R. Collins, as amended by that certain Amendment of Employment Agreement, dated as of
August 13, 2024, by and among Parker Drilling Company, Parker Drilling Management Services and Bryan R. Collins shall, in each case,
be paid on the sixtieth (60th) day following the Closing Date.
(c)
The Company, Parent, Merger Sub and the Stockholder Representative hereby agree that any payments due and owing to Nathaniel
Dockray and John Edward Menger pursuant to the Parker Drilling Company Transaction Severance Pay Plan shall be paid on the eighth (8th)
day following the Closing Date.
10.
Cash Payment. The Company, Parent, Merger Sub and the Stockholder Representative hereby agree that (i) the Cash Payment
pursuant to Section 2.5(d) of the Merger Agreement shall be an amount equal to $562,000.00 and (ii) notwithstanding anything to the contrary
in the Merger Agreement, Parent shall use commercially reasonable efforts to deposit the Cash Payment with the Exchange Agent (by wire
transfer of immediately available funds) as soon as is reasonably practicable following the Closing (and no later than 9:00 a.m., Eastern
Time, on the day following the Closing Date).
11.
Continuing Effect. Except as expressly set forth herein, all of the terms and conditions of the Merger Agreement
shall remain in full force and effect and are hereby ratified and confirmed by the parties hereto. Without limiting the generality of
the foregoing, nothing contained herein shall be deemed a waiver of any other provision of the Merger Agreement or as a waiver of or consent
to any further or future action on the part of any party that would require the waiver or consent of another party. Notwithstanding anything
herein to the contrary, the foregoing waivers shall be limited precisely as written to permit the parties hereto to consummate the Merger.
12.
Further Assurances. Each of the parties hereto shall execute and deliver, at the reasonable request of the other
party hereto, such additional documents, instruments, conveyances and assurances and take such further actions as such other party may
reasonably request to carry out the provisions hereof and give effect to the transactions contemplated by this Waiver.
13.
Miscellaneous. Sections 9.1 (Governing Law), 9.2 (Consent to Jurisdiction), 9.3 (Waiver of Jury
Trial), 9.10 (Severability) and 9.13 (Counterparts) of the Merger Agreement shall apply to this Waiver mutatis mutandis.
In the event of a conflict between the provisions of this Waiver and the Merger Agreement, the provisions of this Waiver shall control.
[Signature pages follow]
IN
WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly executed as of the day and year written above.
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PARENT: |
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NABORS INDUSTRIES LTD. |
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By: |
/s/ Mark D. Andrews |
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Name: |
Mark D. Andrews |
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Title: |
Corporate Secretary |
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MERGER SUB: |
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NABORS SUBA CORPORATION |
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By: |
/s/ Mike Csizmadia |
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Name: |
Mike Csizmadia |
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Title: |
Vice President & Secretary |
Signature Page to Waiver
of Certain Merger Agreement Provisions
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COMPANY: |
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PARKER DRILLING COMPANY |
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By: |
/s/ Alexander (Sandy) Esslemont |
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Name: |
Alexander (Sandy) Esslemont |
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Title: |
President & Chief Executive Officer |
Signature Page to Waiver
of Certain Merger Agreement Provisions
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STOCKHOLDER REPRESENTATIVE: |
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VӒRDE PARTNERS, INC. |
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By: |
/s/ Francisco Milone |
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Name: |
Francisco Milone |
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Title: |
Principal |
Signature Page to Waiver
of Certain Merger Agreement Provisions
Exhibit 10.4
Execution Version
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”), dated as of March 11, 2025, is made and entered into by and among Nabors
Industries Ltd., a Bermuda exempted company (the “Company”) and the persons identified on Schedule I hereto
(the “Initial Holders”).
RECITALS
WHEREAS,
on October 14, 2024, the Company, Nabors SubA Corporation, a Delaware corporation and wholly owned subsidiary of Company (“Merger
Sub”), and Parker Drilling Company, a Delaware corporation (“Parker”), entered into an Agreement
and Plan of Merger (the “Merger Agreement”) pursuant to which Parker will merge with and into Merger Sub and
become a wholly-owned subsidiary of the Company (the “Merger”) with the stockholders of Parker receiving shares
of common stock of the Company, par value $0.05 per share (“Company Common Stock”); and
WHEREAS,
upon the closing of the Merger on the date hereof, the Initial Holders will receive certain shares of Company Common Stock (the “Acquisition
Shares”) in accordance with the terms of the Merger Agreement.
NOW,
THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:
Article I
DEFINITIONS
1.1 Definitions.
The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:
“Acquisition
Shares” shall have the meaning given in the Preamble.
“Adoption Agreement"
shall have the meaning given in Section 5.2.2.
“Adverse Disclosure”
shall mean any public disclosure of material non-public information, which disclosure, in the judgment of the Board: (a) would be
required to be made in (i) any Registration Statement in order for the applicable Registration Statement not to contain any untrue
statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein
not misleading or (ii) any Prospectus in order for the applicable Prospectus not to include any untrue statement of a material fact
or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they
were made, not misleading, (b) would not be required to be made at such time if the Registration Statement were not being used,
and (c) the Company has a bona fide business purpose in not making such information public.
“Affiliate”
means as to any person, any other person who directly, or indirectly through one or more intermediaries, controls, is controlled by or
is under common control with such person. As used in this Agreement, the term “control,” including the correlative terms
“controlling,” “controlled by” and “under common control with,” means possession, directly or indirectly,
of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or
other ownership interest, by contract or otherwise) of a person. For the avoidance of doubt, for purposes of this Agreement, the Company,
on the one hand, and each of the Holders, on the other hand, shall not be considered Affiliates of one another.
“Agreement”
shall have the meaning given in the Preamble.
“Block Trade”
shall have the meaning given in Section 2.3.
“Board”
shall mean the board of directors of the Company.
“Business Day”
shall mean a day other than a day on which banks in the State of New York are authorized or obligated to be closed.
“Commission”
shall mean the Securities and Exchange Commission.
“Company”
shall have the meaning given in the Preamble and includes the Company’s successors by recapitalization, merger, consolidation,
spin-off, reorganization or similar transaction.
“Company Common
Stock” shall have the meaning given in the Recitals hereto.
“Company Securities”
shall have the meaning given in Section 2.4.3(a).
“Effectiveness
Period” shall have the meaning given in Section 3.1.1.
“Exchange Act”
shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.
“Form S-1”
shall mean Form S-1 for the registration of securities under the Securities Act promulgated by the Commission, including any successor
forms thereto.
“Form S-3”
shall mean Form S-3 for the registration of securities under the Securities Act promulgated by the Commission, including any successor
forms thereto.
“Holder”
shall mean each Initial Holder, and any additional party identified on the signature pages of any Adoption Agreement executed and
delivered pursuant to this Agreement.
“Holder Indemnified
Persons” shall have the meaning given in Section 4.1.1.
“Holder Information”
shall have the meaning given in Section 4.1.2.
“Holder Securities”
shall have the meaning given in Section 2.2.2(a).
“Initial Holders”
shall have the meaning given in the Preamble.
“Managing Underwriter”
means, with respect to any Underwritten Offering, the lead book-running manager(s) of such Underwritten Offering.
“Merger Agreement”
shall have the meaning given in the Recitals hereto.
“Merger Sub”
shall have the meaning given in the Recitals hereto.
“Minimum Amount”
shall have the meaning given in Section 2.2.1.
“Misstatement”
shall mean, in the case of a Registration Statement, an untrue statement of a material fact or an omission to state a material fact required
to be stated therein, or necessary to make the statements therein not misleading, and in the case of a Prospectus, an untrue statement
of a material fact or an omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading.
“Offering Holders”
shall have the meaning given in Section 2.2.1.
“Opt-Out Notice”
shall have the meaning given in Section 2.4.2.
“Other Securities”
shall have the meaning given in Section 2.4.3(b).
“Parties”
shall mean the Company, the Initial Holders and any Related Fund that is assigned rights, duties and obligation under this Agreement
pursuant to Section 5.2.2.
“Piggyback Underwritten
Offering” shall have the meaning given in Section 2.4.1.
“Piggyback Underwritten
Offering Maximum Number of Shares” shall have the meaning given in Section 2.4.3.
“Prospectus”
shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended
by any and all post-effective amendments and including all material incorporated by reference in such prospectus.
“Registrable
Securities” shall mean the Acquisition Shares and any other equity security of the Company issued or issuable with respect
to any Acquisition Shares by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization,
merger, consolidation or reorganization; provided, however, that, as to any Registrable Securities, such securities shall
cease to be Registrable Securities when: (a) a Registration Statement with respect to the sale of such securities shall have become
effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with
such Registration Statement; (b) such securities shall have been disposed of under Rule 144 under the Securities Act or any
other exemption from the registration requirements of the Securities Act as a result of which the transferee does not receive restricted
shares; (c) such securities shall have ceased to be outstanding; or (d) such securities have been disposed of in a transaction
in which the transferer’s rights under this Agreement are not assigned to the transferee in accordance with this Agreement.
“Registration”
shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements
of the Securities Act, and the applicable rules and regulations promulgated thereunder, and any such registration statement having
been declared effective by, or become effective pursuant to the rules promulgated by, the Commission.
“Registration
Expenses” means all expenses incident to the Company’s performance under or compliance with this Agreement to effect
the registration of the Registrable Securities on a Registration Statement, an Underwritten Offering covered under this Agreement and/or
the disposition of such Registrable Securities including, without limitation:
(a) all
registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.
and any national securities exchange on which the shares of Company Common Stock are then listed);
(b) fees
and expenses of compliance with securities or blue sky laws;
(c) printing,
messenger, telephone and delivery expenses;
(d) fees
and expenses of counsel for the Company;
(e) fees
of transfer agents and registrars;
(f) fees
and expenses of all independent registered public accountants of the Company, including the expenses of any special audits or “cold
comfort” letters required by or incident to such performance and compliance;
(g) fees
incurred in connection with the listing of any Registrable Securities on each national securities exchange on which the shares of Company
Common Stock are then listed; and
(h) reasonable
fees and disbursements of one legal counsel for the Holders and one additional customary local counsel in each applicable jurisdiction
up to a maximum aggregate amount of fees and disbursements for all such local counsel in this subsection (h) of $50,000 per Underwritten
Offering.
“Registration
Statement” shall mean any registration statement under the Securities Act that covers the Registrable Securities pursuant
to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments and supplements to
such registration statement and all exhibits to and all material incorporated by reference in such registration statement.
“Related Fund”
shall mean any fund that (i) in all aspects is controlled and managed by the applicable manager of a Holder to the same extent as
the applicable Holder assigning to such Related Fund was managed by the applicable manager of a Holder prior to such assignment; (ii) is
a United States Person under 22 U.S. Code Section 6010 or is formed or domiciled in a jurisdiction that any of the Parties is formed
or domiciled; and (ii) completes an Adoption Agreement.
“Securities Act”
shall mean the Securities Act of 1933, as amended from time to time.
“Selling Holder”
means a Holder who is selling Registrable Securities pursuant to a Registration Statement.
“Shelf Registration
Statement” shall have the meaning given in Section 2.1.1.
“Shelf Underwritten
Offering” shall have the meaning given in Section 2.2.1.
“Shelf Underwritten
Offering Maximum Number of Shares” shall have the meaning given in Section 2.2.2.
“Subsequent Shelf
Registration Statement” shall have the meaning given in Section 2.1.3.
“Underwritten
Offering” means a registered underwritten offering (including an offering pursuant to a Shelf Registration Statement) in
which Registrable Securities are sold to an underwriter on a firm commitment basis for reoffering to the public.
“Underwritten
Offering Filing” means (a) with respect to a Shelf Underwritten Offering, a preliminary prospectus supplement (or
prospectus supplement if no preliminary prospectus supplement is used) to the Shelf Registration Statement relating to such Shelf Underwritten
Offering, and (b) with respect to a Piggyback Underwritten Offering: (i) a preliminary prospectus supplement (or prospectus
supplement if no preliminary prospectus supplement is used) to an effective shelf Registration Statement (other than the Shelf Registration
Statement) in which Registrable Securities could be included and the Holders could be named as selling security holders without the filing
of a post-effective amendment thereto (other than a post-effective amendment that becomes effective upon filing); or (ii) a Registration
Statement (other than the Shelf Registration Statement), in each case relating to such Piggyback Underwritten Offering.
“WKSI”
means a well-known seasoned issuer (as defined in Rule 405 under the Securities Act).
Article II
REGISTRATIONS
2.1 Registration.
2.1.1 Shelf
Registration Statement. The Company shall file with the Commission (at the Company’s sole cost and expense) within one
Business Day after the date hereof a Registration Statement registering the resale or other disposition of all of the Registrable Securities
(a “Shelf Registration Statement”) on Form S-3, if available for use by the Company, on a delayed or continuous
basis in accordance with Rule 415 under the Securities Act. Such Shelf Registration Statement shall provide for the resale of the
Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, the
Holders. The Company shall maintain a Shelf Registration Statement, in accordance with the terms of this Agreement, and shall prepare
and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf
Registration Statement continuously effective, available for use to permit the Holders to sell the Registrable Securities included therein
and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities outstanding.
In the event the Company is not eligible to file a Form S-3, the Company shall file the Shelf Registration Statement on Form S-1.
The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.3.
2.1.2 Effective
Registration. The Company shall use its commercially reasonable efforts, including by filing
an automatic Shelf Registration Statement that becomes effective upon filing with the Commission to the extent that the Company is then
a WKSI, to cause such Shelf Registration Statement to become effective by the Commission as soon as reasonably practicable, including
by the earlier of (i) ten (10) Business Days after confirmation from the staff of the Commission that such staff will not review,
or has no further comments on, such Shelf Registration Statement and (ii) sixty (60) calendar days after the initial filing of the
Shelf Registration Statement.
2.1.3 Subsequent
Shelf Registration Statement. If any Registration Statement ceases to be effective under the Securities Act for any reason at
any time while Registrable Securities are still outstanding, the Company shall, subject to Section 3.3, use its commercially
reasonable efforts to as promptly as is reasonably practicable cause such Registration Statement to again become effective under the
Securities Act (including using its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness
of such Registration Statement), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend
such Registration Statement in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of
such Registration Statement or file an additional Registration Statement as a Shelf Registration Statement (a “Subsequent
Shelf Registration Statement”) registering the resale of all Registrable Securities from time to time, which Subsequent
Shelf Registration Statement shall thereafter be deemed a Shelf Registration Statement for all purposes hereunder and subject to all
requirements with respect thereto. If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable
efforts to (a) cause such Subsequent Shelf Registration Statement to become effective under the Securities Act as promptly as is
reasonably practicable after the filing thereof, including by filing an automatic Shelf Registration Statement that becomes effective
upon filing with the Commission to the extent that the Company is then a WKSI, and (b) keep such Subsequent Shelf Registration Statement
continuously effective, available for use to permit the Holders to sell their Registrable Securities included therein and in compliance
with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. Any such Subsequent Shelf
Registration Statement shall be on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent
Shelf Registration Statement shall be on Form S-1. The Company’s obligation under this Section 2.1.3, shall, for
the avoidance of doubt, be subject to Section 3.3.
2.2 Shelf
Underwritten Offering.
2.2.1 Shelf
Underwritten Offering. In the event that one or more Selling Holders (the “Offering Holders”) elect
to dispose of Registrable Securities totaling five percent (5%) or more (the “Minimum Amount”) of the outstanding
Company Common Stock under a Shelf Registration Statement pursuant to an Underwritten Offering, the Company shall, at the request of
the Offering Holders, subject to the agreement of the Company on the form of such Underwritten Offering (whether a typical underwritten
offering, or an overnight or bought deal), enter into an underwriting agreement in a form as is customary in Underwritten Offerings of
securities by the Company with the Managing Underwriter or Managing Underwriters selected pursuant to Section 2.2.3 and shall
take all such other reasonable actions as are requested by the Managing Underwriter of such Underwritten Offering and/or the Offering
Holders in order to expedite or facilitate the disposition of such Registrable Securities (a “Shelf Underwritten Offering”);
provided, however, that the Company shall have no obligation to facilitate more than two Shelf Underwritten Offerings that are initiated
by the Holders pursuant to this Section 2.2.1. If any Selling Holder disapproves of the terms of a Shelf Underwritten Offering
contemplated by this Section 2.2.1, such Selling Holder may elect to withdraw therefrom by notice to the Company and the
Managing Underwriter of such Shelf Underwritten Offering at any time prior to the execution of an underwriting agreement with respect
to such offering. Upon delivery of such a notice by all of the Offering Holders or by a number of Selling Holders such that the remaining
Registrable Securities subject to such Shelf Underwritten Offering is less than the Minimum Amount, (i) such Shelf Underwritten
Offering shall be deemed to be withdrawn, (ii) the Company may, at its option, cease all efforts to conduct such Shelf Underwritten
Offering, (iii) the first such withdrawn Shelf Underwritten Offering shall not count against the limitation on Shelf Underwritten
Offerings set forth in the first sentence of this Section 2.2.1, and (iv) any subsequent withdrawn Shelf Underwritten
Offering shall count against the limitation on Shelf Underwritten Offerings set forth in the first sentence of this Section 2.2.1
unless (a) each Selling Holder shall have paid or reimbursed the Company for its pro rata share of all commercially reasonable
and documented fees and expenses incurred by the Company in connection with the withdrawn Shelf Underwritten Offering (based on the number
of Registrable Securities each such Selling Holder sought to include in such Shelf Underwritten Offering) or (b) the withdrawal
is made a result of the Company’s exercise of its suspension rights under Section 3.3.
2.2.2 Priority
on Shelf Underwritten Offerings. If the Managing Underwriter of the Shelf Underwritten Offering shall inform the Company and
the Offering Holders in writing of its belief that the number of shares of Company Common Stock requested to be included in such Shelf
Underwritten Offering by any other persons having registration rights with respect to such offering, when added to the number of Registrable
Securities proposed to be offered by the Offering Holders, would materially adversely affect such offering, then the Company shall include
in the applicable Underwritten Offering Filing, to the extent of the total number of Registrable Securities that the Company is so advised
can be sold in such Shelf Underwritten Offering without so materially adversely affecting such offering (the “Shelf Underwritten
Offering Maximum Number of Shares”), Registrable Securities and other shares of Company Common Stock in the following priority:
(a) First,
all Registrable Securities that the Holders requested to be included therein (the “Holder Securities”), and
(b) Second,
to the extent that the number of Holder Securities is less than the Shelf Underwritten Offering Maximum Number of Shares, the number
of shares of Company Common Stock requested to be included by any other persons having registration rights with respect to such offering,
pro rata among such other persons based on the number of shares of Company Common Stock each requested to be included.
2.2.3 Managing
Underwriter. The Offering Holders holding a majority of the Registrable Securities subject to a Shelf Underwritten Offering shall
select one or more nationally prominent firms of investment bankers reasonably acceptable to the Company to act as Managing Underwriter(s) with
respect to such Shelf Underwritten Offering. The Holders shall determine the pricing of the Registrable Securities offered pursuant to
any Shelf Underwritten Offering and the applicable underwriting discounts and commissions and determine the timing of any such Shelf
Underwritten Offering.
2.3 Block
Trades. In the event that one or more Holders elect to dispose of Registrable Securities pursuant to a block trade with the assistance
of the Company (a “Block Trade”), the Company shall, at the request of such Holders, enter into customary agreements
and take all such other customary actions to expedite or facilitate the disposition of such Registrable Securities, including, without
limitation, filing any required prospectus supplements, facilitating customary “underwriters’ due diligence” and causing
delivery of customary comfort letters, officer’s certificates and legal opinions, as are requested by such Holders or any financial
counterparty participating in or facilitating such block trade.
2.4 Piggyback
Registration Rights.
2.4.1 Piggyback
Underwritten Offering. Subject to Section 2.4.3, if the Company at any time
proposes to file an Underwritten Offering Filing for an Underwritten Offering of shares of Company Common Stock for its own account or
for the account of any other persons who have or have been granted registration rights (a “Piggyback Underwritten Offering”),
it will give written notice of such Piggyback Underwritten Offering to the Holders, which notice shall be held in strict confidence by
the Holders and shall include the anticipated filing date of the Underwritten Offering Filing and, if known, the number of shares of
Company Common Stock that are proposed to be included in such Piggyback Underwritten Offering, and of such Holders’ rights under
this Section 2.4.1. Such notice shall be given promptly (and in any event at least ten (10) Business Days before the
filing of the Underwritten Offering Filing or two Business Days before the filing of the Underwritten Offering Filing in connection with
a bought or overnight Underwritten Offering); provided, that if the Piggyback Underwritten Offering is a bought or overnight Underwritten
Offering and the Managing Underwriter advises the Company in writing that the giving of notice pursuant to this Section 2.4.1
would adversely affect such offering, no such notice shall be required (and the Holders shall have no right to include Registrable
Securities in such bought or overnight Underwritten Offering). If such notice is delivered pursuant to this Section 2.4.1,
each Holder shall then have four Business Days (or one Business Day in the case of a bought or overnight Underwritten Offering) after
the date on which such Holder received notice pursuant to this Section 2.4.1 to request inclusion of Registrable Securities
in the Piggyback Underwritten Offering (which request shall specify the maximum number of Registrable Securities intended to be disposed
of by such Holder and such other information as is reasonably required to effect the inclusion of such Registrable Securities). If no
request for inclusion from a Holder is received within such period, such Holder shall have no further right to participate in such Piggyback
Underwritten Offering. Subject to Section 2.4.3, the Company shall use its commercially reasonable efforts to include in
the Piggyback Underwritten Offering all Registrable Securities that the Company has been so requested to include by a Holder; provided,
however, that if, at any time after giving written notice of a proposed Piggyback Underwritten Offering pursuant to this Section 2.4.1
and prior to the execution of an underwriting agreement with respect thereto, the Company or such other persons who have or have
been granted registration rights, as applicable, shall determine for any reason not to proceed with or to delay such Piggyback Underwritten
Offering, the Company shall give written notice of such determination to the Holders participating in such Piggyback Underwritten Offering
(which such Holders will hold in strict confidence) and (i) in the case of a determination not to proceed, shall be relieved of
its obligation to include any Registrable Securities in such Piggyback Underwritten Offering (but not from any obligation of the Company
to pay the Registration Expenses in connection therewith), and (ii) in the case of a determination to delay, shall be permitted
to delay inclusion of any Registrable Securities for the same period as the delay in including the shares of Company Common Stock to
be sold for the Company’s account or for the account of such other persons who have or have been granted registration rights, as
applicable. Each Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Piggyback Underwritten
Offering at any time prior to the execution of an underwriting agreement with respect thereto by giving written notice to the Company
of its request to withdraw.
2.4.2 Opt-Out
Notice. Each Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that
such Holder not receive notice from the Company of any proposed Underwritten Offering, whether a Piggyback Underwritten Offering, a Shelf
Underwritten Offering or otherwise; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following
receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not, and shall not be required to, deliver
any notice of any proposed Underwritten Offering pursuant to this Agreement, and such Holder shall not be entitled to participate in
any such Underwritten Offering.
2.4.3 Priority
on Piggyback Underwritten Offerings. If the Managing Underwriter of the Piggyback Underwritten Offering shall inform the Company
of its belief that the number of Registrable Securities requested to be included in a Piggyback Underwritten Offering, when added to
the number of shares of Company Common Stock proposed to be offered by the Company or such other persons who have or have been granted
registration rights (and any other shares of Company Common Stock requested to be included by any other persons having registration rights
on parity with the Holders with respect to such offering), would materially adversely affect such offering, then the Company shall include
in such Piggyback Underwritten Offering, to the extent of the total number of securities which the Company is so advised can be sold
in such offering without so materially adversely affecting such offering (the “Piggyback Underwritten Offering Maximum Number
of Shares”), shares of Company Common Stock in the following priority:
(a) First,
(i) if the Piggyback Underwritten Offering is for the account of the Company, all shares of Company Common Stock that the Company
proposes to include for its own account (the “Company Securities”) or, (ii) if the Piggyback Underwritten
Offering is for the account of any other persons who have or have been granted registration rights, all shares of Company Common Stock
that such persons propose to include (the “Other Securities”); and
(b) Second,
(i) if the Piggyback Underwritten Offering is for the account of the Company, to the extent that the number of Company Securities
is less than the Piggyback Underwritten Offering Maximum Number of Shares, the shares of Company Common Stock requested to be included
by the Holders and holders of any other shares of Company Common Stock requested to be included by persons having comparable rights to
registration with the Holders with respect to such offering, pro rata among the Holders and such other holders based on the number
of shares of Company Common Stock each requested to be included and, (ii) if the Piggyback Underwritten Offering is for the account
of any other persons who have or have been granted registration rights, to the extent that the number of Other Securities is less than
the Piggyback Underwritten Offering Maximum Number of Shares, the shares of Company Common Stock requested to be included by the Holders
and holders of any other shares of Company Common Stock requested to be included by persons having rights of registration on parity with
the Holders with respect to such offering, pro rata among the Holders and such other holders based on the number of shares of
Company Common Stock each requested to be included.
2.5 Participation
in Underwritten Offerings.
2.5.1 In
connection with any Underwritten Offering contemplated by Section 2.2 or Section 2.4, the underwriting agreement
into which the Selling Holders and the Company shall enter into shall contain such representations, covenants, indemnities (subject to
Article IV) and other rights and obligations as are customary in Underwritten Offerings of securities by the Company. No
Selling Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other
than representations, warranties or agreements regarding such Selling Holder’s authority to enter into such underwriting agreement
and to sell, and its ownership of and lack of liens on, the securities being registered on its behalf, its intended method of distribution
and any other representation required by law.
2.5.2 Any
participation by a Holder in a Piggyback Underwritten Offering shall be in accordance with the plan of distribution of the Company.
2.5.3 In
connection with any Piggyback Underwritten Offering in which a Holder includes Registrable Securities pursuant to Section 2.4,
each applicable Holder agrees (a) to supply any information reasonably requested by the Company in connection with the preparation
of a Registration Statement and/or any other documents relating to such registered offering and (b) to execute and deliver any agreements
and instruments being executed by all Holders participating in such Piggyback Underwritten Offering on substantially the same terms reasonably
requested by the Company or the Managing Underwriter, as applicable, to effectuate such registered offering, including, without limitation,
underwriting agreements (subject to Section 2.5.1), custody agreements or lock-up agreements pursuant to which such Holder
agrees with the Managing Underwriter not to sell or purchase any securities of the Company for the same period of time following the
registered offering as is agreed to by the Company and the other participating Holders (not to exceed the shortest number of days that
a director of the Company, “executive officer” (as defined under Section 16 of the Exchange Act) of the Company or any
stockholder of the Company who owns ten percent (10%) or more of the outstanding shares contractually agrees with the underwriters of
such Piggyback Underwritten Offering not to sell any securities of the Company following such Piggyback Underwritten Offering.
Article III
COMPANY PROCEDURES
3.1 General
Procedures. In connection with its obligations under Article II, the Company shall, as expeditiously as possible
and to the extent applicable:
3.1.1 prepare
and file with the Commission, a Registration Statement with respect to all Registrable Securities and use its commercially reasonable
efforts to cause such Registration Statement to become effective and remain effective in accordance with Section 2.1, including
filing a Subsequent Registration Statement, if necessary, until all Registrable Securities covered by such Registration Statement have
ceased to be Registrable Securities (such period, the “Effectiveness Period”);
3.1.2 prepare
and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the
Prospectus, as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by
the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities
covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement
or supplement to the Prospectus or have ceased to be Registrable Securities;
3.1.3 prior
to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Holders and the
Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration
Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus (including each
preliminary Prospectus) and such other documents as the Holders or the legal counsel for the Holders may reasonably request in order
to facilitate the disposition of the Registrable Securities; provided that the Company will not have any obligation to provide any document
pursuant to this Section 3.1.3 that is available on the Commission’s EDGAR system;
3.1.4 use
commercially reasonable efforts to cause all such Registrable Securities to be listed on each national securities exchange or automated
quotation system on which similar securities issued by the Company are then listed;
3.1.5 advise
the Holders, promptly after it receives notice or obtains knowledge thereof, of the issuance of any stop order by the Commission suspending
the effectiveness of the Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use
its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be
issued;
3.1.6 during
the Effectiveness Period, furnish a conformed copy of each filing of any Registration Statement or Prospectus or any amendment or supplement
to such Registration Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement
or Prospectus, promptly after such filing of such documents with the Commission to the Holders or their counsel; provided that the Company
will not have any obligation to provide any document pursuant to this Section 3.1.6 that is available on the Commission’s
EDGAR system;
3.1.7 notify
the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act,
of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes
a Misstatement, and then to correct such Misstatement as set forth in Section 3.3, and at the request of a Holder promptly
prepare and file or furnish to such Holder a reasonable number of copies of a supplement or post-effective amendment to the Registration
Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, or
file any other required document as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus
shall not include Misstatement;
3.1.8 in
connection with an Underwritten Offering, use commercially reasonable efforts to obtain and provide to the Selling Holders a copy of
any auditor “comfort” letters and legal opinions, in each case that are customarily provided to the Managing Underwriter
in connection with such Underwritten Offering;
3.1.9 in
connection with any Underwritten Offering, cause its officers to use their reasonable best efforts to support the marketing of the Registrable
Securities covered by the Registration Statement, including, without limitation, causing at least one (1) executive officer and
at least one (1) senior financial officer (which senior financial officer may also be the attending executive officer) to attend
and participate in “road shows” and other information meetings organized by the underwriters, if any, as reasonably requested
in an Underwritten Offering;
3.1.10 if
applicable, use commercially reasonable efforts to register or qualify all Registrable Securities and other securities covered by such
Registration Statement under such other securities or blue sky laws of such jurisdictions as any Holder shall reasonably request, to
keep such registration or qualification in effect for so long as such Registration Statement remains in effect, and to take any other
action which may be reasonably necessary or advisable to enable each Holder to consummate the disposition in such jurisdictions of the
securities owned by such Holder;
3.1.11 otherwise
use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make available
to its security holders, as soon as reasonably practicable, an earnings statement, which earnings statement shall satisfy the provisions
of Section 11(a) of the Securities Act;
3.1.12 provide
and cause to be maintained a transfer agent and registrar for all Registrable Securities and provide a CUSIP number for all such Registrable
Securities covered by such Registration Statement from and after a date not later than the effective date of such Registration Statement;
3.1.13 in
connection with any Underwritten Offering or Block Trade, enter into such customary agreements and take such other actions as any Holder
shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, in the case of
a Shelf Underwritten Offering or Piggyback Underwritten Offering, to agree, and to cause its directors and “executive officers”
(as defined under Section 16 of the Exchange Act) to agree, to such “lock-up” arrangements for up to sixty (60) days
with the underwriters thereof to the extent reasonably requested by the Managing Underwriter, subject to customary exceptions for permitted
sales by directors and executive officers during such period); and
3.1.14 take
such other actions as are reasonably necessary in order to effect the registration of and facilitate the disposition of such Registrable
Securities.
3.2 Registration
Expenses. The Registration Expenses in respect of all Registrations, Underwritten Offerings and Block Trades shall be borne by
the Company. It is acknowledged by the Holders that each Holder shall bear its pro rata share of all incremental selling expenses relating
to the sale of Registrable Securities, such as, brokerage fees and commissions.
3.3 Suspension
of Sales; Adverse Disclosure. If the continued use of a Registration Statement in respect of any Registration at any time would
(a) require the Company to make an Adverse Disclosure or (b) render the Company unable to comply with applicable securities
laws, the Company may, upon giving prompt written notice of such action to the Holders (which notice shall not specify the nature of
the event giving rise to such suspension or disclose any material nonpublic information of the Company), suspend use of such Registration
Statement for the shortest period of time determined in good faith by the Board to be necessary for such purpose, provided, however,
that the Company may not suspend a Registration Statement or Prospectus on more than two (2) occasions, for more than sixty (60)
consecutive calendar days, or more than one hundred-twenty (120) total calendar days, in each case during any twelve (12)-month period,
provided, further, that such periods may be extended to a maximum of ninety (120) consecutive days per occasion for an aggregate of no
more than one hundred-eighty (180) total calendar days during any twelve (12)-month period solely to the extent such extension is due
to the pendency of a restatement of the Company’s financial statements determined in the good faith judgment of the Board to be
necessary and in the best interests of the Company. In the event the Company exercises its rights under the preceding sentence in this
Section 3.3, the Holders agree to suspend, immediately upon their receipt of
the notices referred to in this Section 3.3, its use of the Registration Statement or Prospectus in connection with any resale
or other disposition of Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during
which it has exercised its rights under this Section 3.3; provided, that the Holders hereby (i) acknowledge that such
notice referred to in the immediately preceding sentence shall constitute confidential information of the Company and (ii) agree
to maintain in strict confidence and not to disclose to any person any information contained in such notice (including, without limitation,
the fact that the Company has delivered such notice to the Holders). The Company may only exercise its suspension rights under this Section 3.3
if it exercises similar suspension rights with respect to each other holder of securities that is entitled to registration rights
under an agreement with the Company.
3.4 Reporting
Obligations. As long as the Holders shall own Registrable Securities, the Company, at all times while it shall be a reporting
company under the Exchange Act, covenants to use commercially reasonable efforts to file timely (or obtain extensions in respect thereof
and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or
15(d) of the Exchange Act. The Company further covenants that it shall take such further action as the Holders may reasonably request,
all to the extent required from time to time to enable the Holders to resell or otherwise dispose of shares of Registrable Securities
held by the Holders without registration under the Securities Act within the limitation of the exemptions provided by Section 4(a)(7) of
the Securities Act and Rule 144 promulgated under the Securities Act and other rules and regulations of the Commission that
may at any time permit a Holder of Registrable Securities to sell securities of the Company without registration, including providing
any customary legal opinions.
3.5 No
Conflicts of Rights. The Company represents and warrants that it is not subject to any registration rights that are inconsistent
with or that in any way violate the rights granted to the Holders hereby. The Company shall not, prior to the termination of this Agreement,
grant any registration rights that conflict with, would prevent the Company from performing, or are inconsistent with, the rights granted
to the Holders hereby (which, for the avoidance of doubt, shall include granting priority rights superior to those of the Holders in
Section 2.2.2 and Section 2.4.3 hereto).
Article IV
INDEMNIFICATION AND CONTRIBUTION
4.1 Indemnification.
4.1.1 The
Company agrees to indemnify, to the extent permitted by law, the Holders of Registrable Securities, their Affiliates and their respective
officers, directors, managers, employees, advisors, agents, representatives, members and each person who controls such person (within
the meaning of the Securities Act) (collectively, the “Holder Indemnified Persons”) against all losses, claims,
damages, liabilities and expenses resulting from any Misstatement or alleged Misstatement, except insofar as the same are caused by or
contained or included in any information furnished in writing to the Company by or on behalf of any Holder Indemnified Person specifically
for use therein.
4.1.2 In
connection with any Registration Statement filed pursuant hereto, the Holders shall promptly furnish (or cause to be furnished) to the
Company in writing such information and affidavits as the Company reasonably requests for use in connection with such Registration Statement
or any Prospectus (the “Holder Information”) and, to the extent permitted by law, shall indemnify the Company,
its Affiliates and their respective officers, directors, managers, employees, advisors, agents, representatives and each person who controls
such person (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses resulting from any
Misstatement or alleged Misstatement, but only to the extent that the same are made in conformity with information relating to the Holders
so furnished in writing to the Company by or on behalf of the Holders specifically for use therein. In no event shall the liability of
the Holders hereunder be greater in amount than the net proceeds received by the Holders from the sale of Registrable Securities pursuant
to such Registration Statement giving rise to such indemnification obligation.
4.1.3 Any
person or entity entitled to indemnification herein shall (a) give prompt written notice to the indemnifying party of any claim
with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right
to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (b) unless in
such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist
with respect to such claim or there may be reasonable defenses available to the indemnified party that are different from or additional
to those available to the indemnifying party, permit such indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any
settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed).
An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees
and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the
reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified
parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, not to be unreasonably
withheld, conditioned or delayed, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects
by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement
includes a statement or admission of fault and culpability on the part of such indemnified party or which settlement does not include
as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in
respect to such claim or litigation.
4.1.4 The
indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on
behalf of the indemnified party or any officer, director, employee, advisor, agent, representative, member or controlling person or entity
of such indemnified party and shall survive the transfer of securities. The Company and the Holders also agree to make such provisions
as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or the Holders’
indemnification is unavailable for any reason.
4.1.5 If
the indemnification provided under this Section 4.1 is held by a court of competent jurisdiction to be unavailable to an
indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party,
in lieu of indemnifying the indemnified party, shall to the extent permitted by law contribute to the amount paid or payable by the indemnified
party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative
fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault
of the indemnifying party and indemnified party shall be determined by a court of law by reference to, among other things, whether the
Misstatement or alleged Misstatement relates to information supplied by such indemnifying party or such indemnified party and the indemnifying
party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such
action; provided, however, that the liability of the Holders under this Section 4.1.5 shall be limited to the amount of the
net proceeds received by the Holders in such offering giving rise to such liability. The parties hereto agree that it would not be just
and equitable if contribution pursuant to this Section 4.1.5 were determined by pro rata allocation or by any other
method of allocation, which does not take account the equitable considerations referred to in this Section 4.1.5. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution
pursuant to this Section 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.
Article V
MISCELLANEOUS
5.1 Notices.
All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed
to have been given upon the earliest of: (a) when delivered by hand (providing proof of delivery); (b) when received by the
addressee if sent by a nationally recognized overnight courier (receipt requested); or (c) on the date sent by email if sent during
normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient. Such communications
must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice
given in accordance with this Section 5.1):
If to the Company,
to: |
|
Nabors Industries
Ltd.
Crown House, Second Floor
4 Par-la-Ville Road
Hamilton HM08, Bermuda
E-mail: Mark.Andrews@nabors.com
Attention: Mark Andrews
|
Copy (which shall not constitute
notice) to: |
|
Haynes and Boone, LLP
1221 McKinney Street
Suite 4000
Houston, TX 77010
E-mail: arthur.cohen@haynesboone.com
Attention: Arthur A. Cohen, Esq. |
If to a Holder, to the address or email addresses
of such Holder as it appears on such Holder’s signature page attached hereto or such other address as may be designated in
writing by such Holder.
5.2 Assignment;
No Third Party Beneficiaries.
5.2.1 This
Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or
in part.
5.2.2 This
Agreement and the rights, duties and obligations of the Holders hereunder, may not be assigned or delegated by any Holder in whole or
in part; provided that any Holder may assign its rights, duties and obligations under this Agreement to any Related Fund of such Holder,
provided that such Transferee has delivered to the Company a duly executed Adoption Agreement in the form attached hereto as Exhibit A
(an “Adoption Agreement”).
5.2.3 This
Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its permitted successors.
5.2.4 This
Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this
Section 5.2.
5.3 Change
of Control. During the one-year period beginning on the date of this Agreement and ending on the one-year anniversary of the
date of this Agreement, the Company shall not merge, consolidate or combine with any other person unless the agreement providing for
such merger, consolidation or combination (i) expressly provides for the continuation of the registration rights specified in this
Agreement with respect to the Registrable Securities or other equity securities issued pursuant to such merger, consolidation or combination
or (ii) provides the Holders with cash in exchange for their shares of Company Common Stock.
5.4 Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together
shall constitute one and the same instrument. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic
transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
5.5 Governing
Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY
AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF TEXAS AS APPLIED TO AGREEMENTS AMONG TEXAS
RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN TEXAS, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION
AND THE EXCLUSIVE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THE AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN HARRIS COUNTY, TEXAS.
5.6 Trial
by Jury. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO
INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF AN ACTION, (B) SUCH PARTY HAS
CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED
TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.6.
5.7 Amendments
and Modifications. Upon the written consent of (a) the Company and (b) the Holders, compliance with any of the provisions,
covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended
or modified. No course of dealing between the Holders or the Company and any other party hereto or any failure or delay on the part of
the Holders or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies
of the Holders or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate
as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.
5.8 Term.
This Agreement shall terminate, with respect to any Holder, on the date as of which such Holder, together with its Affiliates, ceases
to hold any Registrable Securities. The provisions of Article IV shall survive any termination for a period of two (2) years.
5.9 Severability.
If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability
shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other
jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in
a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest
extent possible.
5.10 Entire
Agreement; Restatement. This Agreement supersedes all prior agreements, written or oral, between the parties hereto with respect
to the subject matter hereof and contains the entire agreement between the parties hereto with respect to the subject matter hereof.
This Agreement may not be amended or supplemented, and no provisions hereof may be modified or waived, except by an instrument in writing
signed by both of the parties hereto. No waiver of any provisions hereof by either party hereto shall be deemed a waiver of any other
provisions hereof by such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party. This
Agreement has been entered into freely by each of the parties hereto, following consultation with their respective counsel, and shall
be interpreted fairly in accordance with its respective terms, without any construction in favor of or against either party.
[Signature page follows.]
IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.
|
COMPANY: |
|
|
|
NABORS INDUSTRIES
LTD. |
|
|
|
By: |
/s/ Mark D. Andrews |
|
Name: Mark D.
Andrews |
|
Title: Corporate
Secretary |
[Signature Page to
Registration Rights Agreement]
IN
WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as of the date first written above.
|
THE VÄRDE SKYWAY
MASTER FUND, L.P.
By The Värde Skyway Fund G.P.,
L.P., Its General Partner
By The Värde Skyway Fund UGP, LLC, Its
General Partner
By Värde Partners, L.P., Its Managing
Member
By Värde Partners, Inc., Its
General Partner
|
|
By: |
/s/ Richard Thomson |
|
Name: Richard Thomson
Title: Managing Director
Address for Notice pursuant to Section 5.1:
Street Address: 350 N. 5th Street,
Suite 800
City/State/Zip Code: Minneapolis, MN 55401
Attention: Legal Department
Email: legalnotices@varde.com |
[Signature Page to
Registration Rights Agreement]
|
VÄRDE CREDIT PARTNERS MASTER, L.P.
By Värde Credit Partners G.P., L.P., Its General Partner
By Värde Credit Partners UGP, LLC, Its General Partner
By Värde Partners, L.P., Its Managing Member
By Värde Partners, Inc., Its General Partner |
|
|
|
By: |
/s/ Richard Thomson |
|
Name: Richard Thomson
Title: Managing Director
Address for Notice pursuant to Section 5.1:
Street Address: 350 N. 5th Street,
Suite 800
City/State/Zip Code: Minneapolis, MN 55401
Attention: Legal Department
Email: legalnotices@varde.com |
[Signature Page to
Registration Rights Agreement]
|
VÄRDE INVESTMENT
PARTNERS (OFFSHORE) MASTER, L.P.
By Värde Investment Partners G.P., L.P., Its
General Partner
By Värde Investment Partners UGP, LLC, Its
General Partner
By Värde Partners, L.P., Its Managing
Member
By Värde Partners, Inc., Its
General Partner
|
|
By: |
/s/ Richard Thomson |
|
Name: Richard Thomson
Title: Managing Director
Address for Notice pursuant to Section 5.1:
Street Address: 350 N. 5th Street,
Suite 800
City/State/Zip Code: Minneapolis, MN 55401
Attention: Legal Department
Email: legalnotices@varde.com |
[Signature Page to
Registration Rights Agreement]
|
VÄRDE INVESTMENT
PARTNERS, L.P.
By Värde Investment Partners G.P., L.P., Its
General Partner
By Värde Investment Partners UGP, LLC, Its
General Partner
By Värde Partners, L.P., Its Managing
Member
By Värde Partners, Inc., Its
General Partner
|
|
By: |
/s/ Richard Thomson |
|
Name: Richard Thomson
Title: Managing Director
Address for Notice pursuant to Section 5.1:
Street Address: 350 N. 5th Street,
Suite 800
City/State/Zip Code: Minneapolis, MN 55401
Attention: Legal Department
Email: legalnotices@varde.com |
[Signature Page to
Registration Rights Agreement]
|
Brigade Capital Management, LP As Investment Manager on Behalf of its Various Funds and Accounts |
|
Name: Aaron Daniels
Title: Chief Operating Officers / General
Counsel
Address for Notice pursuant to Section 5.1:
Street Address: 399 Park Avenue / 16th Floor
City/State/Zip Code: New York, NY 10022
Attention: Operations Department
Email: operations@brigadecapital.com |
[Signature Page to
Registration Rights Agreement]
|
Highbridge Tactical Credit Master Fund, L.P. |
|
|
|
By: |
Highbridge Capital Management, LLC |
|
|
as Trading Manager and not in its individual capacity |
|
|
|
By: |
/s/ Steve Ardovini |
|
Name: Steve Ardovini / Managing Director
Title: Head of Operations
Official
Address (No Mail Please):
Highbridge Tactical Credit Master Fund, L.P.
c/o Maples and Calder
P.O. Box 309 GT, Ugland House
South Church Street
George Town, Grand Cayman
Cayman Islands, British West Indies
Correspondence
Address:
Highbridge Tactical Credit Master Fund, L.P.
c/o Highbridge Capital Management, LLC
277 Park Ave, 23rd Floor
New York, NY 10172 |
|
Email: |
mo-us@highbridge.com |
|
|
edmund.kindelan@highbridge.com |
[Signature Page to
Registration Rights Agreement]
|
Highbridge Tactical Credit Institutional Fund, Ltd. |
|
|
|
By: |
Highbridge Capital Management, LLC |
|
|
as Trading Manager and not in its individual
capacity
|
|
By: |
/s/ Steve Ardovini |
|
Name: Steve Ardovini / Managing
Director
Title: Head of Operations
Official
Address (No Mail Please):
Highbridge Tactical Credit Institutional
Fund, Ltd.
c/o Maples and Calder
P.O. Box 309 GT, Ugland House
South Church Street
George Town, Grand Cayman
Cayman Islands, British West Indies
Correspondence
Address:
Highbridge Tactical Credit Institutional
Fund, Ltd.
c/o Highbridge Capital Management, LLC
277 Park Ave, 23rd Floor
New York, NY 10172 |
|
Email: |
mo-us@highbridge.com |
|
|
edmund.kindelan@highbridge.com |
[Signature Page to
Registration Rights Agreement]
|
Highbridge SCF Special Situations SPV, L.P. |
|
|
|
By: |
Highbridge Capital Management, LLC |
|
|
as Trading Manager and not in its individual
capacity
|
|
By: |
/s/ Steve Ardovini |
|
Name: Steve Ardovini / Managing Director
Title: Head of Operations
Official
Address (No Mail Please):
Highbridge SCF Special Situations SPV, L.P.
c/o Maples and Calder
P.O. Box 309 GT, Ugland House
South Church Street
George Town, Grand Cayman
Cayman Islands, British West Indies
Correspondence
Address:
Highbridge SCF Special Situations SPV, L.P.
c/o Highbridge Capital Management, LLC
277 Park Ave, 23rd Floor
New York, NY 10172 |
|
Email: |
mo-us@highbridge.com |
|
|
edmund.kindelan@highbridge.com |
[Signature Page to
Registration Rights Agreement]
|
CARL MARKS STRATEGIC INVESTMENTS L.P.
By: CMSI GP, LLC
general partner |
|
|
|
By: |
/s/ Michael Lee |
|
Name: Michael Lee
Title: CIO/Managing Member
Address for Notice pursuant to Section 14:
Street Address: 900 Third Avenue 33rd
Floor
City/State/Zip Code: New York, NY 10022
Attention: Michael Lee
Email: mlee@carlmarks.com |
[Signature Page to
Registration Rights Agreement]
|
CARL MARKS STRATEGIC OPPORTUNITIES FUND II, L.P. |
|
|
|
By: CARL MARKS GP II, LLC, |
|
as general partner |
|
|
|
By: |
/s/ Michael Lee |
|
Name: Michael Lee
Title: CIO/Managing Member
Address for Notice pursuant to Section 14:
Street Address: 900 Third Avenue 33rd
Floor
City/State/Zip Code: New York, NY 10022
Attention: Michael Lee
Email: mlee@carlmarks.com
|
[Signature Page to
Registration Rights Agreement]
|
CARL MARKS STRATEGIC OPPORTUNITIES FUND III, L.P. |
|
|
|
By: CARL MARKS GP III, LLC, its general partner |
|
|
|
By: |
/s/ Michael Lee |
|
Name: Michael Lee
Title: CIO/Managing Member
Address for Notice pursuant to Section 14:
Street Address: 900 Third Avenue 33rd
Floor
City/State/Zip Code: New York, NY 10022
Attention: Michael Lee
Email: mlee@carlmarks.com |
[Signature Page to
Registration Rights Agreement]
Schedule I
Holders
THE VÄRDE SKYWAY MASTER FUND,
L.P.
VÄRDE CREDIT PARTNERS MASTER, L.P.
VÄRDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P.
VÄRDE INVESTMENT PARTNERS, L.P.
|
Brigade
Capital Management, LP
|
Highbridge Tactical
Credit Master Fund, L.P.
Highbridge Tactical
Credit Institutional Fund, Ltd.
Highbridge SCF Special
Situations SPV, L.P. |
|
CARL MARKS STRATEGIC INVESTMENTS L.P.
CARL MARKS STRATEGIC OPPORTUNITIES FUND II, L.P.
CARL MARKS STRATEGIC OPPORTUNITIES FUND III, L.P. |
EXHIBIT A
ADOPTION AGREEMENT
This Adoption Agreement (“Adoption
Agreement”) is executed by the undersigned transferee (“Transferee”) pursuant to the terms of
the Registration Rights Agreement, dated as of March 11, 2025, between Nabors Industries Ltd., a Bermuda exempted company (the “Company”)
and the persons identified on Schedule I thereto (as amended from time to time, the “Registration Rights Agreement”).
Terms used and not otherwise defined in this Adoption Agreement have the meanings set forth in the Registration Rights Agreement.
By the execution of this
Adoption Agreement, the Transferee agrees as follows:
|
Acknowledgement.
Transferee acknowledges that Transferee is a Related Fund as defined in the Registration Rights Agreement and is acquiring certain
shares of Company Common Stock, subject to the terms and conditions of the Registration Rights Agreement. |
|
|
|
Agreement.
Transferee (a) agrees that the Registrable Securities acquired by Transferee shall be bound by and subject to the terms of the
Registration Rights Agreement, pursuant to the terms thereof, and (b) hereby adopts the Registration Rights Agreement with the
same force and effect as if he, she or it were originally a party thereto. |
|
|
|
Notice.
Any notice required as permitted by the Registration Rights Agreement shall be given to Transferee at the address listed beside Transferee’s
signature below. |
Signature: |
|
|
|
|
|
Address:
[______] |
|
Email:
[______] |
|
Attention:
[______] |
|
Exhibit 99.1
 |
NEWS
RELEASE |
Nabors Closes Acquisition of Parker Wellbore
and Announces Updated Investor Presentation
HAMILTON,
Bermuda, March 12, 2025 /PRNewswire/ - Nabors Industries Ltd. (“Nabors”
or the “Company”) (NYSE: NBR) today announced the closing of its acquisition of Parker Wellbore (“Parker”), advancing
Nabors’ leadership position in drilling and related, value-added services.
Parker’s
solutions portfolio includes Quail Tools (“Quail”), the leading rental provider of high-performance downhole tubulars in the
U.S. Lower 48 and U.S. Offshore markets. Quail provides similar rental services internationally in key markets. Parker holds significant
market positions in onshore and offshore tubular running services, across the U.S., the Middle East, Latin America, and Asia. Additionally,
Parker’s contract drilling services include land and barge rigs, as well as Operations & Maintenance services.
Anthony
Petrello, Chairman, President and CEO of Nabors, commented on the closing of the acquisition, “With the successful completion of
the Parker transaction, we are accelerating the growth of our Drilling Solutions business across several important markets, while bolstering
our global drilling business. We are excited to welcome a strong and talented organization to the Nabors team. Our customers will benefit
from the best practices that both organizations employ, and we expect to create incremental value for them by combining our offerings.
Our immediate priority is to ensure seamless integration, and to capture the synergies we have projected.”
“I
would like to thank both teams for their dedication to the integration planning process, while maintaining outstanding customer service.
The teams have worked exceedingly well together during this period, giving reason for optimism as we move forward. I also want to thank
Sandy Esslemont, Parker’s President and CEO, for his leadership and to wish him continued success.”
Nabors
expects the acquisition to deliver robust strategic and financial benefits, specifically:
| · | Strengthening Nabors Drilling Solutions business,
expanding capabilities and market reach |
| · | Immediate accretion to free cash flow |
| · | Enhanced scale and improved leverage metrics |
| · | Estimated recurring synergy realization of $40
million by the end of 2025 |
Financial
Outlook
Nabors
expects the Parker business to produce annualized 2025 adjusted EBITDA of approximately $150 million before the realization of expense
synergies. Expense synergies are estimated at $40 million by the end of 2025. Post-closing capital expenses for 2025 are estimated at
$70 million.
 |
NEWS
RELEASE |
Updated
Investor Presentation
Nabors
has published an updated investor presentation on its website, highlighting the expected impact of the acquisition of the Parker Wellbore
business. In addition, the presentation provides more financial detail for the expected contribution of the Saudi Arabia drilling business,
including the SANAD joint venture with Saudi Aramco. The Company has also included a framework to assist investors in assessing the valuation
of its operating businesses today and in the future as SANAD continues to add newbuild rigs. The presentation is available at: [Link].
About Nabors Industries
Nabors
Industries (NYSE: NBR) is a leading provider of advanced technology for the energy industry. With presence in more than 20 countries,
Nabors has established a global network of people, technology and equipment to deploy solutions that deliver safe, efficient and responsible
energy production. By leveraging its core competencies, particularly in drilling, engineering, automation, data science and manufacturing,
Nabors aims to innovate the future of energy and enable the transition to a lower-carbon world. Learn more about Nabors and its energy
technology leadership: www.nabors.com.
Forward-looking Statements
The information included in this press release
includes forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. Such forward-looking
statements are subject to a number of risks and uncertainties, as disclosed by Nabors from time to time in its filings with the Securities
and Exchange Commission. As a result of these factors, Nabors' actual results may differ materially from those indicated or implied by
such forward-looking statements. The forward-looking statements contained in this press release reflect management’s estimates
and beliefs as of the date of this press release. Nabors does not undertake to update these forward-looking statements except as
required by law.
Non-GAAP Disclaimer
This press release
may present certain “non-GAAP” financial measures. The components of these non-GAAP measures are computed by using amounts
that are determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Adjusted
EBITDA represents net income (loss) before income (loss) from discontinued operations, net of tax, income tax expense (benefit), investment
income (loss), interest expense, other, net and depreciation and amortization.
 |
NEWS
RELEASE |
As a non-GAAP measure,
Adjusted EBITDA has limitations and therefore should not be used in isolation or as a substitute for the amounts reported in accordance
with GAAP. However, management evaluates the performance of its operating segments and the consolidated Company based on several criteria,
including Adjusted EBITDA because it believes that this financial measure accurately reflects the Company’s ongoing profitability
and performance. Securities analysts and investors also use this measure as some of the metrics on which they analyze the Company’s
performance. Other companies in this industry may compute Adjusted EBITDA differently. These differences could be meaningful. We
do not provide a forward-looking reconciliation of our outlook for Adjusted EBITDA as the amount and significance of items required to
develop meaningful comparable GAAP financial measures cannot be estimated at this time without unreasonable efforts.
Investor Contacts:
William C. Conroy, CFA, Vice President of Corporate Development & Investor Relations, +1 281-775-2423 or via e-mail william.conroy@nabors.com,
or Kara Peak, Director of Corporate Development & Investor Relations, +1 281-775-4954 or via email kara.peak@nabors.com.
To request investor materials, contact Nabors' corporate headquarters in Hamilton, Bermuda at +441-292-1510 or via e-mail mark.andrews@nabors.com
Exhibit 99.2
| March 12, 2025
Nabors Industries
Transformational Value Creation |

| N A B O R S . C O M
We often discuss expectations regarding our future markets, demand for our products and services, and our performance in our annual, quarterly, and current
reports, press releases, and other written and oral statements. Such statements, including statements in this document that relate to matters that are not historical
facts, are “forward-looking statements” within the meaning of the safe harbor provisions of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the
U.S. Securities Exchange Act of 1934. These “forward-looking statements” are based on our analysis of currently available competitive, financial and economic
data and our operating plans. They are inherently uncertain, and investors should recognize that events and actual results could turn out to be significantly
different from our expectations.
Factors to consider when evaluating these forward-looking statements include, but are not limited to: • geopolitical events, pandemics and other macro-events and their respective and collective impact on our operations as well as oil and gas markets and
prices; • fluctuations and volatility in worldwide prices of and demand for oil and natural gas; • fluctuations in levels of oil and natural gas exploration and development activities; • fluctuations in the demand for our services; • competitive and technological changes and other developments in the oil and gas and oilfield services industries; • our ability to renew customer contracts in order to maintain competitiveness; • the existence of operating risks inherent in the oil and gas and oilfield services industries; • the possibility of the loss of one or a number of our large customers; • the amount and nature of our future capital expenditures and how we expect to fund our capital expenditures; • the occurrence of cybersecurity incidents, attacks and other breaches to our information technology systems; • the impact of long-term indebtedness and other financial commitments on our financial and operating flexibility; • our access to and the cost of capital, including the impact of a further downgrade in our credit rating, covenant restrictions, availability under our
revolving credit facility, and future issuances of debt or equity securities and the global interest rate environment; • our dependence on our operating subsidiaries and investments to meet our financial obligations; • our ability to retain skilled employees; • our ability to complete, and realize the expected benefits of, strategic transactions, such as our acquisition of Parker Drilling Company (“Parker”); • changes in tax laws and the possibility of changes in other laws and regulation; • the possibility of political or economic instability, civil disturbance, war or acts of terrorism in any of the countries in which we do business; • global views on and the regulatory environment related to energy transition and our ability to implement our energy transition initiatives; • potential long-lived asset impairments • the possibility of changes to U.S. trade policies and regulations including the imposition of trade embargoes, sanctions or tariffs; • general economic conditions, including the capital and credit markets; • potential adverse reactions or changes to business relationships resulting from the announcement or completion of the merger;
Forward-Looking Statements
NABORS INDUSTRIES
2
• our ability to retain key personnel of Nabors and Parker; • the significant costs required to integrate Parker's operations with our own; • effects of the business combination, including the combined company's future financial condition, results of operations, strategy and plans. • our ability to successfully integrate Parker’s business with our own and to realize the expected benefits of the merger with Parker, including expected
synergies; and
• the combined company's ability to utilize NOLs.
Our businesses depend, to a large degree, on the level of spending by oil and gas companies for exploration, development and production activities. Therefore,
sustained lower oil or natural gas prices that have a material impact on exploration, development or production activities could also materially affect our financial
position, results of operations and cash flows.
The above description of risks and uncertainties is by no means all-inclusive but is designed to highlight what we believe are important factors to consider. For a
discussion of these factors and other risks and uncertainties, please refer to our filings with the Securities and Exchange Commission ("SEC"), including those
contained in our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, which are available at the SEC's website at www.sec.gov. We undertake no
obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. Non-GAAP Financial Measures This presentation refers to certain “non-GAAP” financial measures, such as adjusted EBITDA, net debt, adjusted gross margin and adjusted free cash flow. The
components of these non-GAAP measures are computed by using amounts that are determined in accordance with accounting principles generally accepted in the
United States of America (“GAAP”). Other companies in our industry may compute these metrics differently. These measures have limitations and should not be used
in isolation or as a substitute for the amounts reported in accordance with GAAP.
We do not provide a forward-looking reconciliation of our outlook for adjusted EBITDA (or other forward-looking non-GAAP financial numbers) as the amounts and
significance of items required to develop meaningful comparable GAAP financial measures cannot be estimated at this time without unreasonable efforts.
Potential Adjusted EBITDA and Adjusted Free Cash Flow and Expected Synergies
This information includes information regarding targeted adjusted EBITDA, targeted adjusted Free Cash Flow and expected merger synergies. Many factors including
those unrelated to the Company, in particular, or industry, in general, could cause ultimate results to vary, sometimes significantly, from management’s targets and
expectations. Aa a result, no assurance can be given that we will be able to achieve such targets and/or expectations. |

| N A B O R S . C O M
In 2024, Nabors generated ~$81 million adjusted free
cash flow in legal entities outside SANAD (SANAD used
$52 million)
• Positive contribution from all segments: International
Drilling (outside SANAD), U.S. Drilling, Drilling
Solutions and Rig Technologies
• After ~$200 million in interest payments and a
working capital increase
In 2024, Nabors generated ~$81 million adjusted free cash flow*
in legal entities outside SANAD (SANAD used $52 million)
• Positive contribution from all segments: International Drilling
(outside SANAD), U.S. Drilling, Drilling Solutions and Rig
Technologies
• After ~$200 million in interest payments and a working capital
increase
Robust Businesses
Beyond SANAD
Powered by Bing
Large-scale drilling operation with unique growth
trajectory and potential for value creation
• 2025 adjusted EBITDA forecast of ~$300 million
• Adding five newbuild rigs per year thru ~2032
• Adjusted free cash flow crossover expected with the
deployment of the 29th rig in late 2027
• Growth funded with operating cash flow and cash on-hand with no funding anticipated from partners
Unlocking Value
from the Portfolio
3
Nabors completes acquisition of Parker Wellbore
• Adds Quail Tools, industry’s premier tubular rental
franchise
• Adds scale to Nabors Drilling Solutions and Drilling
businesses
• Immediately accretive to adjusted free cash flow
Sum-of-the-parts analysis using peer multiples implies
significant valuation uplift relative to Nabors’ current
enterprise value
• Applying peer multiples to each of Nabors segments
implies a total company EV/EBITDA multiple of 6.0-
6.5x and an implied enterprise value of $5.4 billion
SANAD (Saudi Arabia
Nabors Drilling)
Parker
Wellbore
Strong
Drivers of
Value
Generation
*See reconciliation in appendix |

| N A B O R S . C O M
Parker Wellbore
Acquisition
4 |

| N A B O R S . C O M
Addition of Parker Wellbore Drives
Significant Benefits
Nabors Industries and Parker Wellbore
5
Expands Nabors
Drilling Solutions
(NDS)
Incremental
adjusted FCF
and improves
leverage metrics
Strengthens
international
presence
Enhances scale
with growing
franchise
Adds Quail
Tools to NDS
portfolio
Estimating ~$40 million of synergies in 2025
Run-rate adjusted EBITDA plus synergies of $190 million
Adjusted EBITDA less CAPEX of $110 million |

| N A B O R S . C O M
Drilling 36% › 10 land: 8 Int’l (4 contracted)
and 2 Alaska (2 working)
› 7 barge: 6 U.S. (1 contracted)
and 1 Caspian (contracted)
OWNED RIGS OPERATIONS AND MANAGEMENT SERVICES
2024 ACTUAL REVENUE
› ExxonMobil Hibernia (Canada)
› Cenovus West White Rose (Canada)
› Hilcorp (Alaska)
Casing and
Tubular Running
14% › Onshore and Offshore
2024 ACTUAL REVENUE
› #1 in Saudi Arabia
› #1 in United Arab Emirates
U.S. AND INTERNATIONAL
Parker Brings Impactful Operations to Nabors
Nabors Industries and Parker Wellbore
6
Surface and
Tubular Rentals 51% › Quail #1 in U.S. drill pipe rental
› Scaling in major International markets
2024 ACTUAL REVENUE |

| N A B O R S . C O M
The Transaction
Nabors Industries and Parker Wellbore
7
• Nabors acquires Parker Wellbore: 4.8 million shares of Nabors common stock
subject to certain adjustments
Approximately $100 million of net debt
• Normalized full-year 2025E adjusted EBITDA of
~$190 million including $40 million in synergies
• Immediately accretive to adjusted free cash flow
per share
• Advances Nabors long-term strategy
• Adds Quail Tools, industry’s premier tubular rental
franchise
• Expands Nabors Drilling Solutions meaningfully
• Adds profitable growth and scale
• Accretive to valuation and leverage metrics
• Relatively low execution risk
• Realizing cost synergies and identifying additional
opportunities
• Identifying commercial synergies that create
value for customers
• Aligning Parker operations with Nabors segments
• Strengthening our organization with new talent
• Adopting best practices from both companies
Transaction
Structure and
Purchase Price
Acquisition
Rationale
Executing on
Integration |

| N A B O R S . C O M
Projected 2025 Annualized Contributions from Parker
Nabors Industries and Parker Wellbore
Market Outlook and Parker
Contribution:
8
⟩ Growth in lateral lengths in the
Lower-48 rig market increases
demand for Parker’s drill pipe
⟩ Alaska and Offshore on balance
stable
⟩ Drilling activity ramps in India, UAE,
Norway and Saudi Arabia
⟩ Parker Annualized EBITDA of $190
million, including synergies and $110
million after CAPEX
U.S. Drilling
Drilling Solutions
Rig Technologies
Corporate
Adj. EBITDA Impact
Synergies
International Drilling
⟩ Adjusted EBITDA of ~$170 million
⟩ Adjusted EBITDA of ~$12 million
⟩ Adjusted EBITDA of ~$16 million
⟩ ~$40 million
⟩ Less: Overhead of ~$48 million
CAPEX ⟩ ~$80 million
⟩ No impact
Note: Parker projections are for their full calendar year 2025. The
adjusted EBITDA attributed to Nabors in 2025 will be a lower amount.
Nabors Segments
Represents management targets. Many factors, including those unrelated to either Nabors or Parker, in particular, or industry, in
general, could cause results to vary from these projections, potentially significantly. No assurance can be given that Parker will
increase adjusted EBITDA as projected herein. |

| N A B O R S . C O M
SANAD
Saudi Aramco Nabors Drilling
9 |

| N A B O R S . C O M
SANAD (Saudi Aramco Nabors Drilling)
SANAD
Overview
⟩ SANAD is a 50/50 joint venture between
Saudi Aramco and Nabors Industries
⟩ A flagship project strategically established as
part of the Kingdom’s industrial expansion
and job creation efforts
⟩ Agreement to deploy and operate 50 locally
sourced newly constructed land rigs over a
10-year period, following annual contract
awards by Saudi Aramco
⟩ Each newbuild supported by a 6-year, fixed-rate contract providing full return on capital in
5 years, with an additional 4-year extension
Key Facts
⟩ Fully funded internally with initial capital and
cash flow generation from legacy and new build
rigs
⟩ 2025 adjusted EBITDA of $300 million expected
to grow ~$60 million per year from newbuilds
⟩ SANAD is fully consolidated in Nabors financial
statements
⟩ Agreed mechanism to distribute future excess
cash to partners as illustrated on slide 13
10 |

| N A B O R S . C O M
SANAD Operating Rig Fleet
SANAD
11
Leased Rigs 25 RIGS
OPERATING FLEET
Newbuild Rigs 10 RIGS
› Wholly-owned by SANAD
› 5 rigs under construction for deployment in 2025 and early 2026
› Aramco and Nabors committed to deploy a total of 50 newbuild rigs
over a 10-year period (5 rigs per year)
OPERATING FLEET › Rigs benefit from attractive 6-year contracts with 4-year extensions
Owned Rigs 15 RIGS
› Wholly-owned by SANAD
› 10 Contributed by Nabors at inception
› 5 Contributed by Saudi Aramco at inception
OPERATING FLEET
› 28 rigs leased to SANAD from Nabors (25 operating, 3 suspended)
› Lease payments are paid from SANAD to Nabors
› The leased rigs generate significant cash flow in SANAD to help fund
newbuild program
› SANAD crews, operates and maintains the leased rigs
50 rigs
operating
as of 3/11/25 |

| N A B O R S . C O M
SANAD – Capitalization and Cash Flows
SANAD
~$394 million
⟩ $20 million cash (equity)
⟩ 10 rigs and assets*
SANAD
Nabors
Industries
Saudi
Aramco
⟩ 28 rigs
12
CONTRIBUTIONS
THRU 2018
LEASED RIGS
STARTING IN 2017
~$70 million
DISTRIBUTIONS
IN 2021 AND 2022
~$394 million
⟩ $20 million cash (equity)
⟩ 5 rigs and assets*
⟩ $247 million cash*
CONTRIBUTIONS
THRU 2018
~$70 million
DISTRIBUTIONS
IN 2021 AND 2022
*Redeemable noncontrolling interest
LEASE PAYMENTS |

| N A B O R S . C O M
Saudi Arabia Drilling Operation - Cash Flows
SANAD
SANAD
Nabors
Industries
Saudi
Aramco
13
Revenue
- Operating Expense
- Lease Expense
Adjusted Gross Margin
- SG&A
Adjusted EBITDA
- Capital Expenses
Working Cap and Cash Taxes
Adjusted FCF
Lease Payment
Potential
Future Distributions
Potential
Future Distributions |

| N A B O R S . C O M
Newbuild Program Rationale
SANAD
⟩ High-impact Growth Initiative in Saudi Arabia: A unique, large-scale
expansion project in the premier global market
⟩ Strategic Partnership with Saudi Aramco: Collaborating with the
world’s leading energy company
⟩ Solid Financial Returns: Recovery of invested capital within 5 years
on a 6-year initial contract, plus a 4-year renewal mechanism
⟩ Clear Path to Adjusted Free Cash Flow: Projected crossover to
positive adjusted free cash flow in late 2027
⟩ Self-funded Growth: Capital expenses fully funded internally by
SANAD cash generation and cash in hand
⟩ Significant Deployment Progress To-Date: 15 rigs awarded; 10
already operating, with 5 to be delivered in the next 12 months
⟩ Long-term Scale: A total of 50 rigs to be constructed and deployed
over a 10-year period
14
$(200)
$(100)
$-
$100
$200
$300
$400
$500
$600
$-
$100
$200
$300
$400
$500
$600
$700
$800
2024 2025 2026 2027 2028 2029 2030 2031 2032 2033
SANAD Adjusted EBITDA SANAD Capex
SANAD Adjusted EBITDA less Capex Adjusted EBITDA, Capex Adjusted EBITDA less Capex $0
Targeted Financial Results for SANAD Newbuilds
Note: 2024 are actual values. Illustrations reflect the completion of the newbuild rig program through
2033, with the existing fleet at the end of 2024 remaining operational.
SANAD capex includes newbuild and maintenance capex. |

| N A B O R S . C O M
• Based on forecasted 2025
EBITDA of $300m and a 9.5x
EV/EBITDA multiple
• Nabors’ 50% ownership
equates to $1.4bn of
enterprise value today
Transformational Value Creation for Our Stockholders
SANAD
15
Now At Estimated Cash Flow
Crossover in Late 2027
Assumes:
⟩ Multiple of 9.5x based on the
average of listed MENA drillers:
ADES, ADNOC Drilling and Arabian
Drilling
⟩ Maintain utilization of legacy fleet
⟩ Saudi Aramco awards newbuild
drilling rig contract in 5-rig tranches
⟩ Manufacturing lead-time for each rig
is ~10 months, with the tranches of 5
rigs being delivered progressively
over 12 months
⟩ Construction payments are
milestone-based (5 milestones)
• Based on projected forward
2028 EBITDA of $460m and a
9.5x EV/EBITDA multiple
• Nabors’ 50% ownership
equates to $2.2bn of future
enterprise value
SANAD
Implied Enterprise Value of
$2.8 billion*
Implied Enterprise Value of
$4.4 billion*
*Implied valuation is a calculation based on projected adjusted EBITDA and the trading multiple of certain of our competitors. There can be
no assurance that our actual results will match the projections herein or that our valuation will track the implied valuation presented here. |

| N A B O R S . C O M
Robust
Businesses
Outside of SANAD
16 |

| N A B O R S . C O M
Nabors Generated Solid FCF in Legal Entities
Outside SANAD
Nabors Industries
17
⟩ Before Parker impact, Nabors expects to
generate ~$150 million adjusted FCF outside
SANAD in 2025
⟩ Cash flow in legal entities outside SANAD
available for corporate uses and Nabors debt
obligations
⟩ Before interest payments, Nabors legal
entities outside SANAD are projected to
generate ~$360 million in adjusted free cash
flow in 2025 (ex/Parker)
⟩ 2025 includes capex of ~$715 million:
SANAD newbuilds $360 million
Sustaining $299 million
International reactivations $56 million
FCF ex-SANAD
SANAD
FCF
FCF ex-SANAD
SANAD
FCF
Series1 $81 $(52) $150 $(150)
$(200)
$(150)
$(100)
$(50)
$-
$50
$100
$150
$200 Adjusted Free Cash Flow (millions)
Nabors Adjusted Free Cash Flow**
SANAD
FCF
FCF
ex-SANAD
$150 ($150)
SANAD
FCF
FCF
ex-SANAD
$81 ($52)
*See reconciliation in appendix
**Results exclude the impact of Parker
2024* 2025 Outlook |

| N A B O R S . C O M
Projected Operational Cash Generation* for 2025
Nabors Industries
18
⟩ Before Parker impact, total adjusted EBITDA
less CAPEX for operations projected at
~$460 million in 2025, excluding SANAD
⟩ Lower 48 market expected to be a
significant contributor of cash flow
generation despite the market environment
⟩ Drilling Solutions projected to contribute
~25% of total operational cash flow
⟩ International outside SANAD projected to
generate positive cash flow while funding
expansion in Kuwait/Argentina (combined
reactivation CAPEX of $56 million)
*EBITDA less CAPEX
Note: Results exclude the impact of Parker
Lower 48
Drilling
Alaska/
U.S. Offshore
International
outside SANAD
Drilling
Solutions
Rig
Technologies
Projected 2025 Full-Year
Adjusted EBITDA less CAPEX,
excluding SANAD |

| N A B O R S . C O M
Projected Gross Debt Reduction in 2025
Nabors Industries
19 (Millions)
$-
$500
$1,000
$1,500
$2,000
$2,500
$3,000
Nabors 2025 Gross Debt Outlook
$2,360
⟩ Nabors expects to generate ~$150
million adjusted FCF outside SANAD
excluding contribution from Parker
⟩ Parker’s cash at closing and
estimated adjusted FCF generation
in 2025 will be used to offset
incremental debt from Parker
⟩ Nabors expects to refinance the
Parker debt with a secured and
guaranteed term loan at a reduced
interest rate
⟩ Parker is expected to contribute $95
million in free cash flow to Nabors
2025 results
$2,505
*Parker balance sheet cash net of Parker transaction costs
**Parker projected adjusted free cash flow from closing date to year end 2025
$247 million targeted
debt reduction after
closing in 2025
$2,607 |

| N A B O R S . C O M
Shifting Valuation
Towards
Sum-of-the-Parts
20 |

| N A B O R S . C O M
Nabors Earnings-Power Outlook
Nabors Industries and Parker Wellbore
21
Lower 48
Alaska and U.S. Offshore
⟩ Rig count between 62 and 64
⟩ Daily adjusted gross margin of ~$14,600
⟩ Combined adjusted EBITDA down ~5%
⟩ Between $710 million and $720 million
⟩ Adjusted EBITDA of ~$30 million
Drilling Solutions
Rig Technologies
Synergies
Nabors Parker Full Year*
Capital Expenses
International ⟩ Rig count between 88 and 89
⟩ Daily adjusted gross margin of ~$17,000
⟩ Adjusted EBITDA of ~$140 million
⟩ Savings of ~$40 million
⟩ Adjusted EBITDA of ~$170 million
⟩ Adjusted EBITDA of ~$12 million
⟩ Adjusted EBITDA of ~$16 million
⟩ ~$80 million
Corporate ⟩ Less: Overhead of ~$166 million ⟩ Less: Overhead of ~$48 million
*Parker numbers are full calendar year 2025 projections from January 1, 2025 to December 31, 2025 |

| N A B O R S . C O M
Nabors – SOTP Framework
Nabors Industries and Parker Wellbore
22
U.S. Drilling
SANAD
⟩ ~$410 million
⟩ ~$300 million
⟩ ~$1.1 billion
⟩ ~$30 million
Nabors Drilling Solutions
Rig Technologies
Corporate and Synergies
2025 PF Adj. EBITDA(1) Peer Multiple(2)
Implied Enterprise Total
International Drilling ex-SANAD ⟩ ~$215 million
⟩ ~$310 million ⟩ 6.0x – 6.5x
⟩ 4.5x – 5.0x
⟩ 9.0x – 10.0x
⟩ 6.0x – 6.5x(3)
⟩ 4.0x – 4.5x
⟩ 5.0x
(1) 2025 adjusted EBITDA includes Parker’s estimated full calendar year 2025 pro forma adjusted EBITDA
(2) Competitor multiple ranges are based on certain relevant peers including: U.S. Drilling - HP, PTEN; SANAD - ADES, ADNOC, ADC; International ex-SANAD - ABRJ, HP; NDS - BKR, SLB, WFRD,
XPRO; Rig Tech – FET, NOV. Multiple for Corporate and Synergies determined by allocating their adjusted EBITDA according to expected revenue in the business lines, with the exception of
SANAD, and applying respective business line multiples to those allocations (Source: Bloomberg)
(3) Implied enterprise total multiple range reflects weighted average of individual segment multiples
(4) Nabors 50% share of SANAD enterprise value. Net Debt of $2.2 billion, including Parker, adjusted upwards for Saudi Aramco’s share of SANAD cash
⟩ $180 million
Est. Net Debt
Implied Equity
EV at Midpoint
⟩ $1.9 billion
⟩ $1.0 billion
⟩ $1.4 billion(4)
⟩ $1.7 billion
⟩ $0.2 billion
⟩ ($0.9) billion
⟩ $5.4 billion(4)
⟩ $2.3 billion(4)
⟩ $3.1 billion |

| N A B O R S . C O M
Appendix
23 |

| N A B O R S . C O M
Valuation Metrics as of 12/31/2024
Nabors Industries
24
Cash and cash equivalents held outside of SANAD
Less: Cash and cash equivalents held by SANAD
Cash and cash equivalents, per Balance Sheet
$ 160.3
In millions
229.4
389.7
CASH AND CASH EQUIVALENTS:
(1) Note 13 in 2024 10-K
(2) The sum of these equals $785.1 of RNCI as shown on Balance Sheet at 12/31/2024
(3) Common shares outstanding on 2/7/25 excluding 1,161,283 common shares held by our subsidiaries
(1)
SANAD RNCI and NCI
Noncontrolling interest
Mezzanine equity: Redeemable noncontrolling interest in subsidiary
$ 722.8
269.5
453.3
SANAD:
(1)(2)
Net SPAC-related restricted cash and RNCI
Mezzanine equity: Redeemable noncontrolling interest in subsidiary
Asset: Restricted cash held in trust (NETC II SPAC’s funds)
$ 0.0
331.8
331.8
NETC II SPAC:
(2)
Shares post-transaction
Shares issued to Parker shareholders
Before transaction
14,403,654
4,800,000
9,603,654
SHARES OUTSTANDING:
(3) |

| N A B O R S . C O M
Footnotes,
Financial Definitions
and Disclaimer
25 |

| N A B O R S . C O M 26
Non-GAAP Definitions
We do not provide a forward-looking reconciliation of our outlook for Segment Adjusted EBITDA, Segment Gross Margin or Adjusted Free Cash Flow, as the
amount and significance of items required to develop meaningful comparable GAAP financial measures cannot be estimated at this time without unreasonable
efforts. These special items could be meaningful Adjusted gross margin represents adjusted operating income (loss) plus general and administrative costs, research and engineering costs and
depreciation and amortization. Adjusted EBITDA represents net income (loss) before income (loss) from discontinued operations, net of tax, income tax expense (benefit), investment
income (loss), interest expense, other, net and depreciation and amortization. Adjusted EBITDA is a non-GAAP financial measure and should not be used
in isolation or as a substitute for the amounts reported in accordance with GAAP. In addition, adjusted EBITDA excludes certain cash expenses that the
Company is obligated to make. However, management evaluates the performance of its operating segments and the consolidated Company based on
several criteria, including adjusted EBITDA and adjusted operating income (loss), because it believes that these financial measures accurately reflect the
Company’s ongoing profitability and performance. Securities analysts and investors use this measure as one of the metrics on which they analyze the
Company’s performance. Other companies in this industry may compute these measures differently. Adjusted Free Cash Flow (FCF) represents net cash provided by operating activities less cash used for capital expenditures, net of proceeds from sales of
assets. Management believes that adjusted free cash flow is an important liquidity measure for the Company and that it is useful to investors and
management as a measure of the Company’s ability to generate cash flow, after reinvesting in the company for future growth, that could be available for
paying down debt or to return to shareholders through dividend payments or share repurchases. Adjusted free cash flow does not represent the residual
cash flow available for discretionary expenditures. Adjusted free cash flow is a non-GAAP financial measure that should be considered in addition to, not
as a substitute for or superior to, cash flow from operations reported in accordance with GAAP. Other companies in this industry may compute this
measure differently. Net debt is computed by subtracting the sum of cash, cash equivalents and short-term investments from total debt. This non-GAAP measure has
limitations and therefore should not be used in isolation or as a substitute for the amounts reported in accordance with GAAP. However, management
evaluates the performance of its operating segments and the consolidated Company based on several criteria, including net debt, because it believes
that this financial measure accurately measures the Company’s liquidity. In addition, securities analysts and investors use this measure as one of the
metrics on which they analyze the Company’s performance. Other companies in this industry may compute this measure differently. |

| N A B O R S . C O M
Year Ended
(In thousands) December 31
2024
Net cash provided by operating activities 581,432 $
Add: Capital expenditures, net of proceeds from sales of assets (552,421) Adjusted free cash flow 29,011 $
Reconciliation of Adjusted Free Cash Flow to Net
Cash Provided by Operating Activities
NABORS INDUSTRIES
27
As of December 31, 2024 229,442 $
As of December 31, 2023 281,329 Change in SANAD's cash balances (51,887) $
Year Ended
December 31
2024
Nabor's adjusted free cash flow 29,011 $
Less: Change in SANAD's cash balances (51,887) Nabors adjusted free cash outside of SANAD 80,898 $
Cash and cash equivalents per the condensed balance sheet of SANAD (included in footnotes):
(1)
(1) Represents the net change in SANAD’s cash balances during the year |

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Grafico Azioni Nabors Industries (NYSE:NBR)
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