Debt | Note 5 Debt Debt consisted of the following: March 31, December 31, 2022 2021 (In thousands) 5.50% senior notes due January 2023 (1) $ 21,226 $ 24,446 5.10% senior notes due September 2023 62,338 82,703 0.75% senior exchangeable notes due January 2024 162,065 259,839 5.75% senior notes due February 2025 526,628 548,458 6.50% senior priority guaranteed notes due February 2025 — 50,485 9.00% senior priority guaranteed notes due February 2025 218,082 218,082 7.25% senior guaranteed notes due January 2026 557,902 559,978 7.375% senior priority guaranteed notes due May 2027 700,000 700,000 7.50% senior guaranteed notes due January 2028 389,609 389,609 2018 revolving credit facility — 460,000 $ 2,637,850 $ 3,293,600 Less: deferred financing costs 27,758 30,805 Long-term debt $ 2,610,092 $ 3,262,795 (1) The 5.50% senior notes due January 2023 were classified as long-term as of March 31, 2022, because we had the ability and intent to repay this obligation utilizing our 2022 Credit Agreement. During the three months ended March 31, 2022, we repurchased $27.1 million aggregate principal amount of various outstanding Nabors Delaware’s notes for approximately $27.0 million in cash, including principal and $0.3 million in accrued and unpaid interest. In connection with these repurchases, we recognized a minimal loss for the three months ended March 31, 2022 which is included in Other, net in our condensed consolidated statement of income (loss). Also, during the three months ended March 31, 2022, $130.7 million in maturity value of our notes were tendered by warrant holders, and retired, in connection with exercises of the common stock warrants. Exchange Transactions During the first quarter of 2021, we entered into two private exchange transactions in which Nabors Delaware exchanged 9.0% senior priority guaranteed notes due 2025 (the “9.0% Exchange Notes”) for various amounts of existing outstanding notes. Nabors Delaware did not receive any cash proceeds from the issuance of the Exchange Notes. Collectively from the series of exchanges, Nabors Industries, Inc. issued Nabors Delaware’s Notes. We recorded a minimal gain in connection with the exchange transactions, which was accounted for in accordance with ASC 470-60, Troubled Debt Restructuring by Debtors. Under ASC 470-60, a gain is recorded in an amount equal to the sum of the future undiscounted payments (principal and interest) related to the new Exchange Notes plus the costs incurred in connection with the transaction, less the carrying value of the notes that were exchanged. In relation to the transactions, we recorded million related to future contractual interest payments on the new Exchange Notes and have included this amount in accrued liabilities and other long-term liabilities. The aggregate principal amounts and recognized gain for such transactions were as follows (in thousands): Three months ended March 31, 2021 Exchanged (in thousands) 0.75% senior exchangeable notes due January 2024 $ 35,000 5.75% senior notes due February 2025 5,000 Aggregate principal amount exchanged 40,000 Aggregate principal amount of debt issued in exchanges 26,050 0.75% Senior Exchangeable Notes Due January 2024 In January 2017, Nabors Delaware issued $575.0 million in aggregate principal amount of 0.75% exchangeable senior unsecured notes due 2024, which are fully and unconditionally guaranteed by Nabors. The notes bear interest at a rate of 0.75% per year payable semiannually on January 15 and July 15 of each year, beginning on July 15, 2017. As of The exchangeable notes are currently exchangeable, under certain conditions, at an exchange rate of .8018 common shares of Nabors per $1,000 principal amount of exchangeable notes (equivalent to an exchange price of approximately $1,247.19 per common share). The exchangeable notes were originally bifurcated for accounting purposes into debt and equity components of $411.2 million and $163.8 million, respectively, based on the terms of the notes and the relative fair value at the issuance date. Upon any exchange, as a result of an amendment to the notes, Nabors Delaware will settle its exchange obligation in cash. 2018 Revolving Credit Facility In October 2018, Nabors Delaware and Nabors Drilling Canada Limited (“Nabors Canada” and together with Nabors Delaware, the “Borrowers”) entered into a credit agreement dated October 11, 2018 by and among the Borrowers, the guarantors identified therein, HSBC Bank Canada, as the Canadian lender the issuing banks and other lenders party thereto (the “U.S. Lenders”) and Citibank, N.A., as administrative agent solely for the U.S. Lenders (as may be amended, restated, supplemented or otherwise modified from time to time, the “2018 Revolving Credit Facility”). As of January 21, 2022, we repaid all amounts outstanding under the 2018 Revolving Credit Facility and the 2018 Revolving Credit Facility was terminated. 2022 Credit Agreement On January 21, 2022, we entered into a revolving credit agreement between Nabors Delaware, the guarantors from time to time party thereto, the issuing banks (the “Issuing Banks”) and other lenders party thereto (the “Lenders”) and Citibank, N.A., as administrative agent (the “2022 Credit Agreement”). Under the 2022 Credit Agreement, the Lenders have committed to provide up to an aggregate principal amount at any time outstanding not in excess of $350.0 million (with an accordion feature for an additional $100.0 million) to Nabors Delaware under a secured revolving credit facility, including sub-facilities provided by certain of the Lenders for letters of credit in an aggregate principal amount at any time outstanding not in excess of $100.0 million. The 2022 Credit Agreement permits the incurrence of additional indebtedness secured by liens, which may include liens on the collateral securing the facility, in an amount up to $150.0 million as well as a grower basket for term loans in an amount not to exceed $100.0 million secured by liens not on the collateral. The Company is required to maintain an interest coverage ratio (EBITDA/interest expense), which increases on a quarterly basis, and a minimum guarantor value, requiring the guarantors (other than the Company) and their subsidiaries to own at least of the consolidated property, plant and equipment of the Company. The facility matures on the earlier of (a) January 21, 2026 and (b) (i) to the extent any principal amount of Nabors Delaware’s existing th Additionally, the Company is subject to certain covenants, which are subject to certain exceptions and include, among others, (i) a covenant restricting our ability to incur liens (subject to the additional liens basket of up to $150.0 million) , (ii) a covenant restricting its ability to pay dividends or make other distributions with respect to its capital stock and to repurchase certain indebtedness and (iii) a covenant restricting the ability of the Company’s subsidiaries to incur debt (subject to the grower basket of up to $100.0 million). The agreement also includes a collateral coverage requirement that the collateral rig fair value is to be no less than the collateral coverage threshold, as defined in the agreement. This requirement includes an independent appraisal report to be delivered every 6 months following the closing date. As of March 31, 2022, we had no borrowings outstanding under our 2022 Credit Agreement. The weighted average interest rate on borrowings under the 2022 Credit Agreement at March 31, 2022 was 3.23%. In order to make any future borrowings under the 2022 Credit Agreement, Nabors and certain of its wholly owned subsidiaries are subject to compliance with the conditions and covenants contained therein, including compliance with applicable financial ratios. As of the date of this report, we were in compliance with all covenants under the 2022 Credit Agreement. We expect to remain in compliance with all covenants under the 2022 Credit Agreement during the twelve month period following the date of this report based on our current operational and financial projections. However, we can make no assurance of continued compliance if our current projections or material underlying assumptions prove to be incorrect. If we fail to comply with the covenants, the revolving credit commitment could be terminated, and any outstanding borrowings under the facility could be declared immediately due and payable. |