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0000950123-10-084646.txt : 20100908 0000950123-10-084646.hdr.sgml : 20100908 20100908172927 ACCESSION NUMBER: 0000950123-10-084646 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20100908 DATE AS OF CHANGE: 20100908 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 TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80915 FILM NUMBER: 101062938 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80915 FILM NUMBER: 101062939 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 h75759a4sctovtza.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. 4)

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 0-1l(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. 4 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. 4 (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, Amendment No. 2 filed with the SEC on August 27, 2010 and Amendment No. 3 filed with the SEC on September 2, 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.

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.⁽²⁾

(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.⁽²⁾

(d)(5)		Press Release Issued by Nabors, dated September 8, 2010, announcing commencement of offering of senior notes.

(d)(6)		Press Release Issued by Nabors, dated September 8, 2010, announcing establishment of unsecured revolving credit facility.


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

(2)		Incorporated by reference from Amendment No. 3 to Schedule TO, filed by Nabors and Offeror with the SEC on September 2, 2010.

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 8, 2010


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

DIAMOND ACQUISITION CORP.
By:	/s/ Scott R. Peterson
	Name:	Scott R. Peterson
	Title:	Assistant Secretary

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.⁽²⁾

(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.⁽²⁾

(d)(5)		Press Release Issued by Nabors, dated September 8, 2010, announcing commencement of offering of senior notes.

(d)(6)		Press Release Issued by Nabors, dated September 8, 2010, announcing establishment of unsecured revolving credit facility.


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

(2)		Incorporated by reference from Amendment No. 3 to Schedule TO, filed by Nabors and Offeror with the SEC on September 2, 2010.

EX-99.D.5 2 h75759a4exv99wdw5.htm EX-99.D.5 exv99wdw5

Exhibit (d)(5)



		NEWS RELEASE

NABORS TO COMMENCE OFFERING OF SENIOR NOTES

HAMILTON, Bermuda, September 8, 2010 — PRNewswire-FirstCall — Nabors Industries Ltd. (NYSE: NBR) today announced that its wholly owned subsidiary, Nabors Industries, Inc., has commenced an offering of Senior Unsecured Notes. The Notes will be fully and unconditionally guaranteed by Nabors Industries Ltd. The proceeds are intended to be used to fund the previously announced Superior Well Services, Inc. acquisition and for general corporate purposes.

The notes will be offered to qualified institutional buyers under Rule 144A and may be offered in offshore transactions pursuant to Regulation S. The notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the notes 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.

Important Additional Information has been Filed 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. An Offer to Purchase 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.

The information above includes forward-looking statements within the meaning of the Securities Act and the Securities Exchange Act of 1934. Such forward-looking statements are subject to certain 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 Nabors companies own and operate approximately 550 land drilling and approximately 728 land workover and well-servicing rigs in North America. Nabors’ actively marketed offshore fleet consists of 39 platform rigs, 13 jackup units and 3 barge rigs in the United States and multiple international markets. In addition, Nabors manufactures top drives and drilling instrumentation systems and provides comprehensive oilfield hauling, engineering, civil construction, logistics and facilities maintenance, and project management services. Nabors participates in most of the significant oil and gas markets in the world.

For further information, please contact Dennis A. Smith, Director of Corporate Development for Nabors Corporate Services, Inc., at 281-775-8038. To request Investor Materials, contact our corporate headquarters in Hamilton, Bermuda at 441-292-1510 or via email at mark.andrews@nabors.com.

EX-99.D.6 3 h75759a4exv99wdw6.htm EX-99.D.6 exv99wdw6

Exhibit (d)(6)



		NEWS RELEASE

NABORS ESTABLISHES PREVIOUSLY ANNOUNCED
CREDIT FACILITY

HAMILTON, Bermuda, September 8, 2010 — PRNewswire-FirstCall — Nabors Industries Ltd. (NYSE: NBR) today announced that its wholly owned subsidiary, Nabors Industries, Inc., established the previously announced unsecured revolving credit facility in an aggregate principal amount of $700 million, with an accordion feature that permits additional commitments of up to $150 million. The facility is fully and unconditionally guaranteed by Nabors Industries Ltd. and matures in four years. The facility may be used to partially fund the previously announced Superior Well Services, Inc. acquisition and for general corporate purposes.

The lenders participating in the facility are 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. Borrowings under the facility will bear interest, at Nabors Industries, Inc.’s option, at either (x) the “Base Rate” 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 LIBOR for the corresponding deposits of U.S. dollars, plus the applicable interest margin. The “Base Rate” is 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%.

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

For further information, please contact Dennis A. Smith, Director of Corporate Development for Nabors Corporate Services, Inc., at
281-775-8038. To request Investor Materials, contact our corporate headquarters in Hamilton, Bermuda at 441-292-1510 or via email at mark.andrews@nabors.com.

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