Nabors Industries Ltd. Files 8-K for Asset Acquisition/Disposition

TL;DR

Nabors 8-K: Asset deal closed Aug 20. Details in filing.

AI Summary

On August 20, 2025, Nabors Industries Ltd. entered into a material definitive agreement related to the completion of an acquisition or disposition of assets. The filing also includes information on Regulation FD Disclosure and Financial Statements and Exhibits.

Why It Matters

This 8-K filing indicates a significant corporate action by Nabors Industries Ltd., potentially impacting its asset base and future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements and asset acquisitions/dispositions can carry significant financial and operational risks.

Key Players & Entities

• Nabors Industries Ltd. (company) — Registrant
• August 20, 2025 (date) — Earliest event reported

FAQ

Key Financial Figures

• $600.0 million — y Buyer in connection with the Sale was $600.0 million plus adjustments for net working capita
• $375.0 million — ent, the consideration consisted of (a) $375.0 million in cash which was paid by Buyer on the
• $250.0 million — paid by Buyer on the Sale Date and (b) $250.0 million in the form of a secured promissory not

Filing Documents

• tm2523985d1_8k.htm (8-K) — 40KB
• tm2523985d1_ex10-1.htm (EX-10.1) — 487KB
• tm2523985d1_ex10-2.htm (EX-10.2) — 276KB
• tm2523985d1_ex10-3.htm (EX-10.3) — 48KB
• tm2523985d1_ex99-1.htm (EX-99.1) — 31KB
• tm2523985d1_ex99-2.htm (EX-99.2) — 118KB
• tm2523985d1_ex99-1img001.jpg (GRAPHIC) — 8KB
• 0001104659-25-081917.txt ( ) — 1388KB
• nbr-20250820.xsd (EX-101.SCH) — 3KB
• nbr-20250820_lab.xml (EX-101.LAB) — 33KB
• nbr-20250820_pre.xml (EX-101.PRE) — 22KB
• tm2523985d1_8k_htm.xml (XML) — 4KB

From the Filing

UNITED 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): August 20, 2025 NABORS INDUSTRIES LTD. (Exact name of registrant as specified in its charter) Bermuda 001-32657 98-0363970 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.R.S. Employer Identification No.) Crown House 4 Par-la-Ville Road Second Floor Hamilton , HM08 Bermuda N/A (Address of principal executive offices) (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: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of exchange on which registered Common shares NBR NYSE Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). 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. Item1.01 Entry into a Material Definitive Agreement. On August 20, 2025 (the "Sale Date"), two indirect wholly-owned subsidiaries of Nabors Industries Ltd. ("Nabors"), PD Dutch, LLC and PD ITS, LLC (collectively, the "Sellers") and Covey Holdings, LLC (the "Buyer"), an indirect wholly-owned subsidiary of Superior Energy Services, Inc. ("Superior"), entered into a Membership Interest Purchase Agreement (the "Agreement"), pursuant to which all of the equity interests in Quail Tools, LLC ("Quail") were sold by Sellers to Buyer on the Sale Date (the "Sale"). The net consideration paid by Buyer in connection with the Sale was $600.0 million plus adjustments for net working capital. Pursuant to the terms of the Agreement, the consideration consisted of (a) $375.0 million in cash which was paid by Buyer on the Sale Date and (b) $250.0 million in the form of a secured promissory note (the "Seller Note") issued by Buyer in favor of PD ITS, LLC (the "Lender") pursuant to the Seller Note and Security Agreement by and among Buyer, Quail, Superior and Lender (the "Seller Note and Security Agreement"). The Agreement contains customary representations, warranties and covenants regarding Quail, Sellers and Buyer. The Seller Note is due on May 20, 2026 and is secured by a first-priority security interest in substantially all existing and after-acquired property of Quail and a pledge on 100% of the equity interests in Quail. The Seller Note also contains certain negative covenants, including restricting Buyer's and/or Quail's ability (and in certain circumstances, Superior's ability), subject to certain specified exceptions, to incur debt, grant liens, merge, make certain restricted payments, sell its assets, prepay debt or amend its organizational documents. Subject to certain exceptions, Buyer and Quail will use the proceeds from certain events of loss, assets sales and debt issuances, to prepay the Seller Note. The Seller Note bears interest at a rate of 7.50% for the first 180 days and thereafter interest at a rate of 10.0%, with such interest to be paid monthly. If there is an Event of Default (as defined in the Seller Note and Security Agreement), the interest rate will increase by 2% over the current interest rate. In addition, if the obligations under the Seller Note and Security Agreement are not paid in full by May 20, 2026, the interest rate will increase by an additional 1% for each month such obligations are not paid in full; provided, however, the interest rate shall not exceed 20%. The Seller Note is guaranteed by Superior and Quail pursuant to the Guaranty Agreement they granted in favor of the Lender for both performance and for payment (the "Guaranty Agreement"). The foregoing descriptions of the Agreement, the Seller Note and Security Agreement and the Guaranty Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Agreement, the Seller Note and Security Agreement

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