sctovtza

0000950123-10-083334.txt : 20100902 0000950123-10-083334.hdr.sgml : 20100902 20100902135626 ACCESSION NUMBER: 0000950123-10-083334 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20100902 DATE AS OF CHANGE: 20100902 GROUP MEMBERS: DIAMOND ACQUISITION CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Superior Well Services, INC CENTRAL INDEX KEY: 0001323715 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 202535684 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80915 FILM NUMBER: 101054475 BUSINESS ADDRESS: STREET 1: 1380 RT. 286 EAST, SUITE #121 CITY: INDIANA STATE: PA ZIP: 15701 BUSINESS PHONE: 724-465-8904 MAIL ADDRESS: STREET 1: 1380 RT. 286 EAST, SUITE #121 CITY: INDIANA STATE: PA ZIP: 15701 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Superior Well Services, INC CENTRAL INDEX KEY: 0001323715 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 202535684 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80915 FILM NUMBER: 101054476 BUSINESS ADDRESS: STREET 1: 1380 RT. 286 EAST, SUITE #121 CITY: INDIANA STATE: PA ZIP: 15701 BUSINESS PHONE: 724-465-8904 MAIL ADDRESS: STREET 1: 1380 RT. 286 EAST, SUITE #121 CITY: INDIANA STATE: PA ZIP: 15701 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NABORS INDUSTRIES LTD CENTRAL INDEX KEY: 0001163739 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 980363970 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: MINTFLOWER PLACE STREET 2: 8 PAR-LA-VILLE ROAD CITY: HAMILTON, HM08 STATE: D0 ZIP: 0000 BUSINESS PHONE: 2464219471 MAIL ADDRESS: STREET 1: P O BOX HM3349 CITY: HAMILTON, HMPX STATE: D0 ZIP: 0000 SC TO-T/A 1 h75759asctovtza.htm SC TO-T/A sctovtza

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement Under Section
14(d)(l) or 13(e)(l) of the Securities Exchange Act of 1934

(Amendment No. 3)

SUPERIOR WELL SERVICES, INC.

(Name of Subject Company)

DIAMOND ACQUISITION CORP.,

a wholly owned subsidiary of

NABORS INDUSTRIES LTD.

(Name of Filing Person — Offerors)

Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)

86837X 10 5
(CUSIP Number of Class of Securities)

Nabors Industries Ltd.
Mintflower Place
8 Par-La-Ville Road
Hamilton, HM08
Bermuda

Laura W. Doerre
Vice President and General Counsel
Nabors Corporate Services, Inc.
515 West Greens Road, Suite 1200
Houston, Texas 77067
Telephone: (281) 874-0035
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)

Copy To:
Charles J. Conroy, Esq.
Milbank, Tweed, Hadley & McCloy LLP
1 Chase Manhattan Plaza
New York, New York 10005
Telephone: (212) 530-5671

Calculation of Filing Fee



	Transaction Valuation*			Amount of Filing Fee**
	$681,521,712.48			$48,592.50


*		Estimated for purposes of calculating the amount of the filing fee only, in accordance with Rule 0-11(d) under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). The transaction valuation was calculated by multiplying the offer price of $22.12 per share by 33,810,204, the number of shares of common stock, par value $0.01 per share (“Shares”), of Superior Well Services, Inc. (“Superior”) outstanding on a fully diluted basis as of August 4, 2010, as represented by Superior in the Agreement and Plan of Merger, dated as of August 6, 2010, with Nabors Industries Ltd. and Diamond Acquisition Corp., which Shares consist of 30,810,204 Shares issued and outstanding, plus 3,000,000 Shares that would be issued upon conversion of the 4% Series A Convertible Preferred Stock.

**		The filing fee was calculated in accordance with Rule 0-11 of the Exchange Act and Fee Rate Advisory #4 for fiscal year 2010, issued December 17, 2009, by multiplying the transaction value of $681,521,712.48 by 0.00007130.

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


Amount Previously Paid: $48,592.50		Filing Party: Diamond Acquisition Corp.
Form or Registration No.: Schedule TO		Date Filed: August 11, 2010

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

	þ		third-party tender offer subject to Rule 14d-1.
	o		issuer tender offer subject to Rule 13e-4.
	o		going-private transaction subject to Rule 13e-3.
	þ		amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o


CUSIP No.		86837X 10 5


1	NAME OF REPORTING PERSON: Nabors Industries Ltd.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS:

	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Bermuda

		7	SOLE VOTING POWER:

NUMBER OF			0

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			10,453,985

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER:

			10,453,985

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	10,453,985

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	33.9%

14	TYPE OF REPORTING PERSON:

	OO (Bermuda exempt company)

Neither the filing of this Amendment No. 3 to the Schedule 13D nor any of its contents shall be deemed to constitute an admission by the reporting person that it is the beneficial owner of any of the common stock of Superior Well Services, Inc. referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.


CUSIP No.		86837X 10 5


1	NAME OF REPORTING PERSON:
	Diamond Acquisition Corp.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS:

	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		7	SOLE VOTING POWER:

NUMBER OF			0

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			10,453,985

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER:

			10,453,985

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	10,453,985

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	33.9%

14	TYPE OF REPORTING PERSON:

	CO (Delaware corporation)

This Amendment No. 3 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the “SEC”) on August 11, 2010 (the “Initial Schedule TO”), Amendment No. 1 filed with the SEC on August 23, 2010 and Amendment No. 2 filed with the SEC on August 27, 2010 by Nabors Industries Ltd., a Bermuda exempt company (“Nabors”), and Diamond Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Nabors (“Offeror”). This Amendment relates to the offer by Offeror to purchase all of the outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Superior Well Services, Inc., a Delaware corporation (“Superior”), for $22.12 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 11, 2010 (as amended to date, the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with any amendments or supplements to the Offer to Purchase and the Letter of Transmittal, collectively constitute the “Offer”).

Documentation relating to the Offer has been mailed to Superior stockholders and may be obtained free of charge at the SEC’s website at www.sec.gov, and may also be obtained at no charge by directing a request by mail to the information agent for the Offer, Georgeson Inc. at 199 Water Street, 26^th Floor, New York, New York 10038 or by calling toll free at (866) 647-8869 or collect at (212) 440-9800 for banks and brokers.

Items 1 through 11.

Pursuant to General Instruction F to Schedule TO, the information contained in the Offer to Purchase, including all schedules and annexes to the Offer to Purchase, is hereby expressly incorporated in this Amendment by reference in response to Items 1 through 11 of this Amendment and is supplemented by the information specifically provided for in this Amendment.

Notwithstanding the foregoing:

	(1)		The second paragraph that appears on page 33 of the Offer to Purchase under the heading “Source and Amount of Funds” is amended and restated to read as follows:

			“Nabors expects to provide sufficient funds to Offeror to satisfy the foregoing financial obligations in the form of a capital contribution. Offeror has no alternative financing arrangements or alternative financing plans. Nabors anticipates funding the purchase of all outstanding Shares and paying related fees and expenses from cash on hand and by issuing additional indebtedness or debt securities. In the alternative, Nabors may draw upon a revolving credit facility, as described herein.”

	(2)		The following paragraphs shall be added after the second paragraph that appears on page 33 of the Offer to Purchase under the heading “Source and Amount of Funds”:

			“Nabors expects to fund the purchase of all outstanding Shares pursuant to the Offer and the Merger and to pay related fees and expenses from cash on hand and by its wholly owned subsidiary, Nabors Industries, Inc., a Delaware corporation (“Nabors Delaware”), issuing in a private placement additional debt securities in an aggregate principal amount approximating $600 million. The debt is expected to be unsecured, fully and unconditionally guaranteed by Nabors, and to have registration rights. It is anticipated that the debt will be resold by the initial purchasers to qualified institutional buyers under Rule 144A and to certain investors outside of the United States under Regulation S of the Securities Act. The interest rate on the debt is not yet known, but it is anticipated that interest will be payable semi-annually each year, beginning in 2011.

			The debt is expected to be unsecured and junior in right of payment to any of Nabors Delaware’s future secured debt. The debt is also expected to rank equally with any of Nabors Delaware’s other existing and future unsubordinated debt and to be senior in right of payment to any of Nabors Delaware’s future subordinated debt. Nabors’ guarantee of debt is expected to be unsecured and to rank equal in right of payment to all of Nabors unsecured and unsubordinated indebtedness from time to time outstanding.

			This Offer to Purchase shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the debt securities in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Any such offering, if made, will be pursuant to an offering memorandum. Such debt securities, if offered, will not be registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933.

			In addition, Nabors Delaware received commitment letters with respect to a revolving credit facility from UBS Loan Finance LLC, Citibank, N.A., Deutsche Bank AG New York Branch, Mizuho Corporate Bank (USA), Morgan Stanley Bank, N.A., Bank of America, NA, PNC Bank, National Association, The Bank of Nova Scotia and HSBC Bank USA, N.A. (collectively, “Lenders”). The commitment letters relate to an aggregate principal amount of $700 million. In addition, the facility would provide Nabors the option to add other lenders and increase the aggregate principal amount of commitments up to $850 million. The revolving credit facility is expected to mature in four years.

			Nabors expects borrowings under this facility to bear interest, at Nabors Delaware’s option, at either (x) the “Base Rate” (as defined below) plus the applicable interest margin, calculated on the basis of the actual number of days elapsed in a year of 365 days and payable quarterly in arrears or (y) interest periods of one, two, three or six months at an annual rate equal to the London Interbank Offered Rate (“LIBOR”) for the corresponding deposits of U.S. dollars, plus the applicable interest margin. The “Base Rate” would be defined, for any day, as a fluctuating rate per annum equal to the highest of (i) the Federal Funds Rate, as published by the Federal Reserve Bank of New York, plus 1/2 of 1%, (ii) the prime commercial lending rate of UBS AG, as established from time to time at its Stamford Branch and (iii) LIBOR for an interest period of one

			month beginning on such day plus 1%. Nabors expects the revolving credit facility to contain representations, warranties, covenants and conditions customary to credit facilities of this nature.

			The foregoing summary of the proposed revolving credit facility is qualified in its entirety by reference to the term sheet that is an exhibit to the Lenders’ commitment letters, a copy of which is filed as Exhibit (d)(3) to the Tender Offer Statement on Schedule TO that Nabors and Offeror have filed with the SEC, which you may examine and copy as set forth in Section 9 — “Information Concerning Nabors and Offeror”. Nabors, Nabors Delaware and the Lenders have not finalized any definitive arrangements or plans with respect to the proposed revolving credit facility. Nabors expects that the funds from any such revolving credit facility would result in net proceeds, together with Nabors’ cash on hand, sufficient to purchase all outstanding Shares pursuant to the Offer and Merger and to pay related fees and expenses. Nabors can provide no assurance as to when, or if, such revolving credit facility may be entered into.”

	(3)		The following paragraph shall be added after the first paragraph that appears on page 37 of the Offer to Purchase under the heading “Legal Matters; Required Regulatory Approvals”:

			“Pursuant to the HSR Act, on August 13, 2010, Nabors filed a Premerger Notification and Report Form with the FTC and the Antitrust Division in connection with the purchase of Shares in the Offer and the Merger. The 15-calendar day waiting period, as described above, expired on August 30, 2010.”

Item 12. Exhibits.

Item 12 of the Initial Schedule TO is hereby amended and restated in its entirety as follows:


(a)(1)(A)		Offer to Purchase, dated August 11, 2010.⁽¹⁾

(a)(1)(B)		Form of Letter of Transmittal.⁽¹⁾

(a)(1)(C)		Form of Notice of Guaranteed Delivery.⁽¹⁾

(a)(1)(D)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.⁽¹⁾

(a)(1)(E)		Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.⁽¹⁾

(a)(1)(F)		IRS Form W-9.⁽¹⁾

(a)(5)(A)		Press Release Issued by Nabors and Superior, dated August 9, 2010, announcing the execution of the Merger Agreement by and among Nabors, Offeror and Superior (incorporated by reference to the Form 8-K filed by Nabors on August 9, 2010).

(d)(1)		Agreement and Plan of Merger, dated as of August 6, 2010, by and among Nabors, Offeror and Superior (incorporated by reference to the Form 8-K filed by Nabors on August 9, 2010).

(d)(2)		Tender and Voting Agreement, by and among Nabors, Offeror and certain stockholder signatories thereto, dated as of August 6, 2010 (incorporated by reference to the Form 8-K filed by Nabors on August 9, 2010).

(d)(3)		Principal Terms and Conditions of Revolving Credit Facility.

(d)(4)		Press Release Issued by Nabors and Superior, dated September 1, 2010, announcing that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 has expired without a request for additional information.


(1)		Incorporated by reference from the Initial Schedule TO, filed by Nabors and Offeror with the SEC on August 11, 2010.

Item 13. Information Required by Schedule 13E-3.

Not applicable.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.

Dated: September 2, 2010


NABORS INDUSTRIES LTD.
By:	/s/ Mark D. Andrews
	Name:	Mark D. Andrews
	Title:	Corporate Secretary

DIAMOND ACQUISITION CORP.
By:	/s/ Jose S. Cadena
	Name:	Jose S. Cadena
	Title:	Vice President

EXHIBIT INDEX


(a)(1)(A)		Offer to Purchase, dated August 11, 2010.⁽¹⁾

(a)(1)(B)		Form of Letter of Transmittal.⁽¹⁾

(a)(1)(C)		Form of Notice of Guaranteed Delivery.⁽¹⁾

(a)(1)(D)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.⁽¹⁾

(a)(1)(E)		Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.⁽¹⁾

(a)(1)(F)		IRS Form W-9.⁽¹⁾

(a)(5)(A)		Press Release Issued by Nabors and Superior, dated August 9, 2010, announcing the execution of the Merger Agreement by and among Nabors, Offeror and Superior (incorporated by reference to the Form 8-K filed by Nabors on August 9, 2010).

(d)(1)		Agreement and Plan of Merger, dated as of August 6, 2010, by and among Nabors, Offeror and Superior (incorporated by reference to the Form 8-K filed by Nabors on August 9, 2010).

(d)(2)		Tender and Voting Agreement, by and among Nabors, Offeror and certain stockholder signatories thereto, dated as of August 6, 2010 (incorporated by reference to the Form 8-K filed by Nabors on August 9, 2010).

(d)(3)		Principal Terms and Conditions of Revolving Credit Facility.

(d)(4)		Press Release Issued by Nabors and Superior, dated September 1, 2010, announcing that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 has expired without a request for additional information.


(1)		Incorporated by reference from the Initial Schedule TO, filed by Nabors and Offeror with the SEC on August 11, 2010.

EX-99.D.3 2 h75759aexv99wdw3.htm EX-99.D.3 exv99wdw3

Exhibit d(3)

REVOLVING CREDIT FACILITY

SUMMARY OF PRINCIPAL TERMS AND CONDITIONS


Borrower:		Nabors Industries, Inc. (“Borrower”), a wholly owned subsidiary of Nabors Industries Ltd. (“Holdings”).

Sole Lead Arranger and Sole Bookrunner:		UBS Securities LLC (“UBSS” or the “Lead Arranger”).

Lenders:		A syndicate of banks, financial institutions and other entities, including UBS Loan Finance LLC (“UBS”), arranged by the Lead Arranger (collectively, the “Lenders”).

Administrative Agent and Issuing Bank:		UBS AG, Stamford Branch.

Swingline Lender:		UBS Loan Finance LLC.

Facility:		A revolving credit facility in an aggregate principal amount of up to $700 million. The Revolving Credit Facility is herein referred to as the “Credit Facility.”

Purpose:		On and following the Closing Date, the Credit Facility will be used by Borrower and its subsidiaries for working capital and general corporate purposes, including capital expenditures.

Maturity:		Four years from the Closing Date.

Accordion Option:		At any time prior to Maturity and so long as no default or event of default has occurred and is continuing, the Borrower shall have the right (without the consent of any Lender) to increase the aggregate amount of the commitments under the credit agreement to an aggregate amount of up to $850,000,000, subject to receipt of commitments equal to such requested increase amount from existing lenders or new lenders selected by the Borrower.

Closing Date:		The date that the conditions precedent to funding are satisfied, but not later than December 31, 2010.

Availability:		Upon satisfaction or waiver of conditions precedent to drawing to be specified in the Bank Documentation, borrowings may be made at any time on or after the Closing Date to but excluding the business day preceding the maturity date of the Credit Facility.


Swingline Facility:		An amount to be agreed of the Revolving Credit Facility will be available for swingline borrowings, on terms and conditions to be set forth in the Bank Documentation.

		Except for purposes of calculating the commitment fee described below, any swingline borrowings will reduce availability under the Revolving Credit Facility on a dollar-for-dollar basis.

Amortization:		None.

Interest:		At Borrower’s option, loans will bear interest based on the Base Rate or, after the Closing Date, LIBOR, as described below (except that all swingline borrowings will accrue interest based on the Base Rate):

		A. Base Rate Option

		Interest will be at the Base Rate plus the applicable Interest Margin, calculated on the basis of the actual number of days elapsed in a year of 365 days and payable quarterly in arrears. The Base Rate is defined, for any day, a fluctuating rate per annum equal to the highest of (i) the Federal Funds Rate, as published by the Federal Reserve Bank of New York, plus 1/2 of 1%, (ii) the prime commercial lending rate of UBS AG, as established from time to time at its Stamford Branch and (iii) LIBOR for an interest period of one-month beginning on such day plus 1.

		Base Rate borrowings will be in minimum amounts to be agreed upon and will require one business day’s prior notice.

		B. LIBOR Option

		Interest will be determined for periods to be selected by Borrower (“Interest Periods”) of one, two, three or six months and will be at an annual rate equal to the London Interbank Offered Rate (“LIBOR”) for the corresponding deposits of U.S. dollars, plus the applicable Interest Margin. LIBOR will be determined by the Administrative Agent at the start of each Interest Period (based on a rate with a tenor comparable to such Interest Period that appears on the Telerate British Bankers Assoc. Interest Settlement Rates Page) and will be fixed through such period. Interest will be paid at the end of each Interest Period or, in the case of Interest Periods longer than three months, quarterly, and will be calculated on the basis of the actual number of days


		elapsed in a year of 360 days. LIBOR will be adjusted for maximum statutory reserve requirements (if any). LIBOR borrowings will require three business days’ prior notice and will be in minimum amounts to be agreed upon.

Default Interest and Fees:		Upon the occurrence and during the continuance of an event of default or a payment default, interest will accrue (i) in the case of principal on any loan, at a rate of 2.0% per annum plus the rate otherwise applicable to such loan and (ii) in the case of any other outstanding amount, at a rate of 2.0% per annum plus the non-default interest rate then applicable to Base Rate loans under the Credit Facility, and will be payable on demand.

Interest Margins:		The applicable Interest Margin and Undrawn Fee will be the basis points set forth in the following table.

Debt Ratings

Interest Margins

by S&P and

Base Rate

LIBOR

Moody’s

Loans

Undrawn Fee

Baa1/BBB+

50.0

150.0

30.0 bps

Baa2/BBB

100.0

200.0

37.5 bps

Baa3/BBB-

150.0

250.0

45.0 bps


		If the S&P and Moody’s ratings are split (i) but within one rating level of one another, the applicable interest margin shall be determined by the higher of the two ratings or (ii) separated by more than one rating level, then the interest shall be determined by the mid-point rating between the two.

Up-Front Fee:		40 bps / 45 bps / 50 bps on $50 million or more, $75 million or more and $100 million or more respectively, to be based and paid on final allocations under the credit agreement evidencing the Credit Facility.

Optional Prepayments:		Permitted in whole or in part, with prior notice but without premium or penalty (except LIBOR breakage costs) and including accrued and unpaid interest, subject to limitations as to minimum amounts of prepayments.


Application of Prepayments:		Optional prepayments will be applied as directed by Borrower, pro rata among the Lenders.

Guarantee:		The Credit Facility will be fully and unconditionally guaranteed by Nabors Industries Ltd. (the “Guarantor”).

Security:		The Credit Facility will be unsecured.

Conditions to Initial Borrowings:		Conditions precedent to initial borrowings under the Credit Facility will be customary for entities of credit quality similar to that of Guarantor.

Conditions to Each Borrowing:		Conditions precedent to each borrowing under the Credit Facility will be those customary for a transaction of this type and credit quality, including, (1) the absence of any continuing default or event of default, (2) the accuracy of all representations and warranties, (3) receipt of a customary borrowing notice and (4) there being no legal prohibition on the lenders making the loan.

		Representations and Warranties: Representations and warranties will apply to each of Borrower and Guarantor and its subsidiaries, will be subject to materiality levels and exceptions to be negotiated and reflected in the Bank Documentation will be customary for investment grade credits and will include (without limitation): Accuracy and completeness of financial statements; corporate existence; compliance with law; corporate power and authority; enforceability of the Bank Documentation; no conflict with law or contractual obligations; no material litigation; no default; ownership of property; liens; taxes; Federal Reserve regulations; ERISA; Investment Company Act; subsidiaries; environmental matters; solvency; accuracy and completeness of disclosure; and Patriot Act compliance.

		Affirmative Covenants: Affirmative covenants will apply to each of Borrower and Guarantor and its subsidiaries, will be subject to thresholds, materiality levels and/or exceptions to be negotiated and reflected in the Bank Documentation, will be customary for investment grade credits, and will consist of: Certain reporting requirements; notices of defaults and other material events (which notice may be given pursuant to filings with the Securities and Exchange Commission); payment of other obligations; continuation of business and maintenance of existence and material rights and privileges; compliance with all applicable laws and regulations (including, without limitation taxation and ERISA); maintenance of insurance; maintenance of


		books and records; use of proceeds; financial covenant (described below); and right of the Lenders to inspect property and books and records.

Negative Covenants:		Negative covenants will apply to each of Borrower and Guarantor and its subsidiaries and will be subject to thresholds, materiality levels and/or exceptions to be negotiated and reflected in the Bank Documentation, will be customary for investment grade credits, and will consist of:

		1. Limitation on material change in business.

		2. Limitation on consolidation, merger, or sale of assets.

		3. Limitation on subsidiary indebtedness.

		4. Limitation on liens.

		5. Limitation on transactions with affiliates.

		6. Compliance with anti-terrorism laws.

		7. Limitation on burdensome agreements.

Financial Covenants:		Net debt to capitalization ratio of the Guarantor and its consolidated subsidiaries shall not exceed .60 to 1.0.

Events of Default:		Events of default will be subject to materiality levels, default triggers, cure periods and/or exceptions to be negotiated and reflected in the Bank Documentation consistent with market standards for investment grade credits, and will include (without limitation) the following: nonpayment, breach of representations and covenants, cross default to obligations of $100 million or more, invalidity of Bank Documentation, bankruptcy and insolvency events, ERISA events, uninsured judgments and change of ownership or control (to be defined).

Assignments and Participations:		Each Lender may assign all or, subject to minimum amounts to be agreed, a portion of its loans and commitments under the Credit Facility. Assignments will require payment of an administrative fee to the Administrative Agent and the consents of the Administrative Agent and Borrower, which consents shall not be unreasonably withheld; provided that (i) no consents shall be required for an assignment to an existing Lender or an affiliate of an existing Lender that is exempt from interest withholding obligations and (ii)


		no consent of Borrower shall be required during a default. In addition, each Lender may sell participations in all or a portion of its loans and commitments under the Credit Facility; provided that no purchaser of a participation shall have the right to exercise or to cause the selling Lender to exercise voting rights in respect of the Credit Facility.

Expenses and Indemnification:		All reasonable and documented out-of-pocket expenses (including but not limited to reasonable legal fees and expenses and expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) of UBS, UBSS and the Administrative Agent associated with arranging of the Credit Facility and with the preparation, execution and delivery, administration, amendment, waiver or modification (including proposed amendments, waivers or modifications) of the documentation contemplated hereby are to be paid by Borrower.

		In addition, all reasonable and documented out-of-pocket expenses (including but not limited to reasonable legal fees and expenses) of a single counsel to the Lenders and a single counsel to the Administrative Agent for workout proceedings, enforcement costs and documentary taxes associated with the Credit Facility are to be paid by Borrower.

		Borrower will indemnify the Lenders, UBS, UBSS and the Administrative Agent and their respective affiliates, and hold them harmless from and against all reasonable and documented out-of-pocket costs, expenses (including but not limited to reasonable legal fees and expenses) and liabilities arising out of or relating to the transactions contemplated hereby and any actual or proposed use of the proceeds of any loans made under the Credit Facility; provided, however, that no such person will be indemnified for (i) costs, expenses or liabilities to the extent determined by a final judgment of a court of competent jurisdiction to have been incurred by reason of the gross negligence or willful misconduct of such person and (ii) breach in bad faith of any of the Bank Documentation.

Yield Protection, Taxes and Other Deductions:		The Bank Documentation will contain yield protection provisions, customary for facilities of this nature, protecting the Lenders in the event of unavailability of


		LIBOR, breakage losses, reserve and capital adequacy requirements.

		All payments are to be free and clear of any present or future taxes, withholdings or other deductions whatsoever (other than income taxes in the jurisdiction of the Lender’s applicable lending office); provided that all Lenders shall, as a condition to becoming a Lender, be exempt from interest withholding obligations on the date that each lender first becomes a Lender. The Lenders will use commercially reasonable efforts to minimize to the extent possible any applicable taxes and Borrower will indemnify the Lenders and the Administrative Agent for such taxes paid by the Lenders and the Administrative Agent, as the case may be.

Required Lenders:		Lenders holding at least a majority of total loans and commitments under the Credit Facility, with certain amendments requiring the consent of Lenders holding a greater percentage (or all) of the total loans and commitments under the Credit Facility.

Governing Law and Forum:		The laws of the State of New York. Each party to the Bank Documentation will waive the right to trial by jury and will consent to the exclusive jurisdiction of the state and federal courts located in The City of New York.

Counsel to the Commitment Parties, the Administrative Agent, and the Issuing
Bank:		Vinson & Elkins

EX-99.D.4 3 h75759aexv99wdw4.htm EX-99.D.4 exv99wdw4

Exhibit d(4)

NEWS RELEASE

Nabors and Superior Well Services Announce
Expiration of HSR Waiting Period

Hamilton, Bermuda; Indiana, Pennsylvania, September 1, 2010 /PRNewswire — FirstCall — Nabors Industries Ltd. (Nabors) (NYSE: NBR) and Superior Well Services, Inc. (Superior Well Services) (NASDAQ: SWSI) today announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 relating to Nabors’ proposed acquisition of Superior Well Services has expired without a request for additional information from the U.S. Department of Justice or the Federal Trade Commission.

The transaction remains subject to the results of the outstanding Offer to Purchase, dated August 11, 2010, which is currently scheduled to expire on Wednesday, September 8, 2010. As previously announced, holders of approximately 34% of Superior Well Services’ outstanding shares of common stock have entered into agreements agreeing to tender their shares. Following completion of the tender offer, Nabors will acquire any remaining shares of Superior Well Services through a second-step merger at the same price paid in the tender offer. Under the terms of the agreement approved by the boards of directors of both companies, the tender offer is conditioned on the tender of at least a majority of Superior Well Services’ shares calculated on a fully diluted basis and other customary closing conditions.

Important Additional Information has been Filled with the U.S. Securities and Exchange Commission

This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Superior Well Services common stock. The Offer to Purchase described in this press release and a Solicitation/Recommendation Statement have previously been filed with the SEC by Nabors and Superior Well Services respectively and INVESTORS AND SUPERIOR WELL SERVICES SECURITY HOLDERS ARE URGED TO READ THESE DOCUMENTS CAREFULLY IN THEIR ENTIRETY BEFORE MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION.

These documents and other documents filed by Nabors and Superior Well Services with the SEC are available at no charge on the website maintained by the SEC at www.sec.gov. They may also be obtained for free at www.nabors.com or by directing a request to Nabors Industries Ltd., C/O Nabors Corporate Services, Inc., 515 W. Greens Road, Houston, TX 77067, Attention: Investor Relations. The Solicitation/Recommendation Statement on Schedule 14D-9 may be obtained for free at www.swsi.com or by directing a request to Superior Well Services, Inc., 1380 Rt. 286 East, Suite #121, Indiana, PA 15701, Attention: Investor Relations.

Documentation relating to the tender offer has been mailed to Superior Well Services’ stockholders and may also be obtained at no charge by directing a request by mail to the information agent for the Offer, Georgeson Inc. at 199 Water Street, 26th Floor, New York, New York 10038 or by calling toll free at (866) 647-8869 or collect at (212) 440-9800 for banks and brokers.

None of the information included on any Internet Web site maintained by Nabors, Superior Well Services or any of their affiliates, or any other Internet Web site linked to any such Web site, is incorporated by reference in or otherwise made a part of this press release.

Cautionary Statement Regarding Forward-Looking Statements

This communication contains “forward-looking statements” that are not limited to historical facts, but reflect Nabors’ and Superior Well Services’ current beliefs, expectations or intentions regarding future events. No assurance can be given that the acquisition of Superior Well Services by Nabors will be completed, that completion will not be delayed, or that Nabors will realize the anticipated benefits of the transaction. Risks could include the parties’ expectations with respect to the synergies, costs and other anticipated financial impacts of the proposed transaction; future financial and operating results of the combined company; the combined company’s plans, objectives, expectations and intentions with respect to future operations and services; any necessary approval of the proposed transaction by stockholders; the satisfaction of the closing conditions to the proposed transaction; the timing of the completion of the proposed transaction; the possibility that the proposed transaction is delayed or does not close, including due to the failure to receive any required stockholder approvals, the taking of governmental action (including the passage of legislation) to block the transaction, or the failure of other closing conditions; the possibility that the expected synergies will not be realized, or will not be realized within the expected time period; the impact of labor relations, global economic conditions, competitive actions taken by other companies, natural disasters, difficulties in integrating the two companies, or regulatory matters. Nabors and Superior Well Services caution that the foregoing list of factors is not exclusive. Additional information concerning these and other risk factors is contained in Nabors’ and Superior Well Services’ most recently filed annual reports on Form 10-K, subsequent quarterly reports on Form 10-Q, recent current reports on Form 8-K, and other SEC filings. All subsequent written and oral forward-looking statements concerning Nabors, Superior Well Services the proposed transaction or other matters and attributable to Nabors or Superior Well Services or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Neither Nabors nor Superior Well Services undertakes any obligation to publicly update any of these forward-looking statements to reflect events or circumstances that may arise after the date hereof.


Contacts:

Nabors Corporate Services, Inc.		Superior Well Services, Inc.
Dennis A. Smith		Christopher C. Peracchi
Director, Corporate Development		Director, Finance and Investor Relations
(281) 775-8038		(724) 403-9108

GRAPHIC 4 h75759ah7575900.gif GRAPHIC begin 644 h75759ah7575900.gif M1TE&.#EAKP`B`.8``(J&@WIVKH\2DB>5I54_KZ^[LZNKIYUQ6FL*]UYV8E>#>W*RHI;NRSZ*_N[&MF MH_GX]Z6@G?+Q]X:"@.'>ZZ:CH&9B7Q81;Y20C?3S\;2RT)J6OYZ:F'5P;A\< M&[:SKU503D9!0-O9Z/?V]34P+PX,#-G7U962D/KZ_*^NS]?6YB4@(!,0$`\+ M;/S[^_[^_?S\^_W]_._N]?W]_6Q@GDU&CL_+WP\*:P<%!O___R'Y!``````` M+`````"O`"(```?_@'^"@X2%AH>(B8J+C(V.CY"1DH\=>!5,)DT4:"8#0#M) M*).CI*6FIZB%>7!A$"1+L'I\2+!+4'AXHJF[O+V^CBAX%!%[.P0JR"00$<@J M2R5(;U:.'514TX)T5#(=@]K7@RA/UM8?=ZI4(RXY=(0?Y-;8@B@?%AH]\K_Z MC7Q+#0T$*JCXUV#)#H(-(J`9J$=+HP0&#'#1Q<+`A1Z#VI`Q`&`0D8T1#<2Y MT$(7#BYDY,@Q(,#"("XA(R((\.`/'3%Q5,J)(02%&;10#6#'^'"PHSX$!3+IT\6!T@N(N$6@H>-P`CF/%%(SH M.O1@P8;/*U`\N+`A@"@Z#C88V(`@C2`QGS%(D)!EPYH67X1L(+,B!Q$`S-&'=PKTX6($%73AXHH% MM-C''`,00$$WAP01A1]6K<$!!K']D880&":PQO\&-_SQQ84L":#;&J%EX8<< M@@GB7QP/C.&'`2ZX($4&?FPP11U67BG`"A9L-N(O*!S0P(D4>.`BBS/"*..= M-;J((P%='(%("E=)@.0,6_R7`PHV7.F""&OXX<0?%OA1YE4(&H#!'PX\F,<@ M>9CQ(`H"6&KJ?RD(DH82!I@JQQ1O[I-$"'.B>.<;-O:AYXP-]'ECCGU`X<8A M*_R71PS_^2?`'4'`%X42`-ARS@AP!_%'&AM%D\D.:I M?CC0`8%KN/9''C^^\(?_P`:(,`^9?IS@`H*I_N&C'V7D%D4,%9)I`+V^H#!` M!/C:N2*N><;(JZ__>L"$(2@@&<`?=0AL:0HGP&<&`$@CB0`5,_@11P()3-%& MI,,EZ@<7";B0A;1"6.&%'VM@(\,%?K1@AQI^",$&%0D@>0'+O6"A!\QTRHSG MBS;WZR>P?>A@R$<;^"!("M*N`8*H!L@E2+%K:(`VPTYK-039#*LAP1]-ORU( M#_`E\$=M8),1Z1HAPYU*"230;>O,^^9-H[]\1V!$(3<8@(#&##I@@!H<;-31 M("D80,85",1D0!0!/#'($`L`IIH210@B@`$9#"+"!0:4\<<#/,2QI!PDF<[+ M_PY(T#V`"7;3C/>>K^]-@(L3)!'K$$'@$PD=(EB`PZ?B[_)#^0U0`03>YR(2 M`$%FNG)=KV!'P"Z@H7\0%-__F`$$$^RI"Q70P8SZ0``:L&^![G-1H")(0GI- M$`H[4(#,JG#`#4+A"!_$&=^ZX)`2VI`P$$`""0H0@<7TX2FYZH,"CE"`&#(0 M?@RXH1)]H@424(`"CO&``C*XP3X,``5%O-D1=96/)7HQ%7([0`BB"(46SH@` M>/A#%O7V*P+JP$V#&($`!#`%*V1!`&:(WA\^X``!M.`!`9BC`%XP`QXH[P]W MX((`LN`1,PA`"G](P`+^$@!*5#NC!*>=HA@RP8$&,6[W8E3Y0F'$YX`])=5H&.`!,05A) M#NWX@Q7@P]O<_4<$04"0%_Z`)(EDX+]*^`(*HKJ!"R@!`_PCA#O]((9"H(!, MV??A031W`GM3 M3R+$`#8+4`$^7BBS')00G!&`8+:#>`)K\^N'_0HBI6L(:QJFD(4S1*K(@B@" MVLHY2DLA`,D(RL`T_$,@`02\(@*@#T.!(*#-?/5UK\X#38@2(@.[L0-^Y/^0@#R\0#6[^0(' MEA16A7W&!@?:0`OF,8,-1*$'8S"#:O^``@!L0`Z#R+8H_^`%U6C,#N9&`$:B M\!P<%!?7A*""`\R06RN?&00O!QX00@-IN4M$8D"'#*SA MX8*@@NBPA#P)0`S4CL"B$@`)%D`)7$`-E(`*;T0$:X`,Q8`,8(#&",`()D"4? M`#4!)0@RD``:D`8Y`#5I8`48L(,[B`%"QR`G8`,QX`0@0'""L(5@Z((!`H5S J]0=#\(50@P$@(`.Z0`0WX`).*`D,P`>$P``#0`%`<`2S\T6(^!.!```[ ` end