Business Context and Reporting Period
This Form 8-K, filed on September 14, 2010, reports on events occurring on September 8, 2010, regarding Nabors Industries Ltd. (Nabors), a Bermuda exempt company. The filing details the completion of a cash tender offer and subsequent short-form merger to acquire Superior Well Services, Inc. (Superior).
Key Financial Metrics and Transaction Details
- Transaction Type: Cash tender offer followed by a short-form merger.
- Offer Price: $22.12 per share in cash.
- Total Acquisition Cost: $681,275,030.
- Shares Tendered: 29,402,648 shares (approximately 95.4% of outstanding shares) as of September 13, 2010.
- Funding Sources: Cash on hand and proceeds from a revolving credit facility dated September 7, 2010.
- Financial Statements: Required financial statements and pro forma information are not included in this filing and will be filed within 71 days.
Material Changes
On September 10, 2010, Nabors' subsidiary, Diamond Acquisition Corp., became the owner of more than 90% of Superior's outstanding shares. Consequently, Nabors effected a short-form merger under Delaware law, making Superior a wholly-owned subsidiary. All validly tendered shares were accepted for payment, and remaining shares (excluding those subject to appraisal rights) were converted into the right to receive the offer price.
Outlook, Risks, and Contingencies
The filing notes that the transaction was funded via a new credit agreement. No specific forward-looking guidance or management commentary regarding future operations is provided in this specific report. The primary contingency mentioned is the potential for Superior stockholders to perfect appraisal rights under the Delaware General Corporation Law, which would exclude those shares from the automatic conversion to cash.
Investor Verification Checklist
- Verify the terms of the Credit Agreement filed as Exhibit 10.1 to the September 9, 2010 Form 8-K to understand debt covenants and interest rates.
- Review the Merger Agreement filed as Exhibit 2.1 to the August 9, 2010 Form 8-K for complete transaction terms.
- Monitor the upcoming filing (within 71 days) for the required financial statements and pro forma information to assess the impact on Nabors' balance sheet.
- Confirm the final number of shares subject to appraisal rights to determine the exact final cash outflow.