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Debt
12 Months Ended
Dec. 31, 2012
Debt  
Debt

Note 12 Debt

 

 

 

As of December 31,

 

 

 

2012

 

2011

 

 

 

(In thousands)

 

6.15% senior notes due February 2018

 

$

968,708

 

$

967,490

 

9.25% senior notes due January 2019

 

1,125,000

 

1,125,000

 

5.00% senior notes due September 2020

 

697,648

 

697,343

 

4.625% senior notes due September 2021

 

697,907

 

697,667

 

5.375% senior notes due August 2012

 

 

274,604

 

Revolving credit facilities

 

890,000

 

860,000

 

Other

 

437

 

1,712

 

 

 

$

4,379,700

 

$

4,623,816

 

Less: current portion

 

364

 

275,326

 

 

 

$

4,379,336

 

$

4,348,490

 

 

As of December 31, 2012, the maturities of our primary debt for each of the five years after 2012 and thereafter are as follows:

 

 

 

Paid at Maturity

 

 

 

(In thousands)

 

2013

 

$

 

2014

 

 

2015

 

 

2016

 

 

2017

 

890,000

(1)

Thereafter

 

3,500,000

(2)

 

 

$

4,390,000

 

 

(1)         Represents amounts drawn on our revolving credit facility, which expires November 2017.

(2)         Represents our 6.15% senior notes due February 2018, 9.25% senior notes due January 2019, 5.0% senior notes due September 2020 and 4.625% senior notes due September 2021.

 

6.15% Senior Notes Due February 2018

 

On February 20, 2008, Nabors Delaware completed a private placement of $575 million aggregate principal amount of 6.15% senior notes due 2018 with registration rights, which are unsecured and are fully and unconditionally guaranteed by us. On July 22, 2008, Nabors Delaware completed an additional private placement under the same indenture of $400 million aggregate principal amount of 6.15% senior notes due 2018, also with registration rights and fully and unconditionally guaranteed by us.  These new notes are subject to the same rates, terms and conditions and together will be treated as a single class of debt securities under the indenture (together $975 million 6.15% senior notes due 2018).  The issue of notes was resold by the initial purchasers to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain investors outside of the United States pursuant to Regulation S under the Securities Act. The notes bear interest at a rate of 6.15% per year, payable semi-annually on February 15 and August 15 and will mature on February 15, 2018.

 

The notes are unsecured and are effectively junior in right of payment to any of Nabors Delaware’s future secured debt.  The senior notes rank equally with any of Nabors Delaware’s other existing and future unsubordinated debt and are senior in right of payment to any of Nabors Delaware’s future senior subordinated debt.  Our guarantee of the senior notes is unsecured and ranks equal in right of payment to all of our unsecured and unsubordinated indebtedness from time to time outstanding.  The notes are subject to redemption by Nabors

 

Delaware, in whole or in part, at any time at a redemption price equal to the greater of (i) 100% of the principal amount of the notes then outstanding to be redeemed; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest, determined in the manner set forth in the indenture.  In the event of a change in control triggering event, as defined in the indenture, the holders of notes may require Nabors Delaware to purchase all or any part of each note in cash equal to 101% of the principal amount plus accrued and unpaid interest, if any, to the date of purchase, except to the extent Nabors Delaware has exercised its right to redeem the notes.

 

9.25% Senior Notes Due January 2019

 

On January 12, 2009, Nabors Delaware completed a private placement of $1.125 billion aggregate principal amount of 9.25% senior notes due 2019 with registration rights, which are unsecured and are fully and unconditionally guaranteed by us. The notes were resold by the initial purchasers to qualified institutional buyers under Rule 144A and to certain investors outside of the United States under Regulation S. The notes bear interest at a rate of 9.25% per year, payable semi-annually on January 15 and July 15 and will mature on January 15, 2019.

 

The notes are unsecured and are junior in right of payment to any of Nabors Delaware’s future secured debt.  The notes rank equally with any of Nabors Delaware’s other existing and future unsubordinated debt and are senior in right of payment to any of Nabors Delaware’s future senior subordinated debt.  Our guarantee of the notes is unsecured and ranks equal in right of payment to all of our unsecured and unsubordinated indebtedness from time to time outstanding.  The notes are subject to redemption by Nabors Delaware, in whole or in part, at any time at a redemption price equal to the greater of (i) 100% of the principal amount of the notes then outstanding to be redeemed; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest, determined in the manner set forth in the applicable indenture.  In the event of a change in control triggering event, as defined in the indenture, the holders of notes may require Nabors Delaware to purchase all or any part of each note in cash equal to 101% of the principal amount plus accrued and unpaid interest, if any, to the date of purchase, except to the extent Nabors Delaware has exercised its right to redeem the notes.

 

5.0% Senior Notes Due September 2020

 

On September 14, 2010, Nabors Delaware completed a private placement of $700 million aggregate principal amount of 5.0% senior notes due 2020, which are unsecured and fully and unconditionally guaranteed by us.  The notes are subject to registration rights.  The notes were resold by the initial purchasers to qualified institutional buyers under Rule 144A and to certain investors outside of the United States under Regulation S.  The notes pay interest semi-annually on March 15 and September 15 and will mature on September 15, 2020.

 

The notes rank equal in right of payment to all of Nabors Delaware’s existing and future unsubordinated indebtedness, and senior in right of payment to all of Nabors Delaware’s existing and future senior subordinated and subordinated indebtedness. Our guarantee of the notes is unsecured and an unsubordinated obligation and ranks equal in right of payments to all of our unsecured and unsubordinated indebtedness from time to time outstanding.  In the event of a change of control triggering event, as defined in the indenture, the holders of the notes may require Nabors Delaware to purchase all or a portion of the notes at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any. The notes are redeemable in whole or in part at any time at the option of Nabors Delaware at a redemption price, plus accrued and unpaid interest, as specified in the indenture. Nabors Delaware used a portion of the proceeds to repay the borrowing under a revolving credit facility incurred to fund our acquisition in September 2010.

 

Prior to the issuance of the notes during September 2010, we entered into a Treasury rate lock with a total notional amount of $500 million to hedge the risk of changes in semi-annual interest payments.  We designated the Treasury rate lock derivative as a cash flow hedge and upon settlement paid $5.7 million, due to the change in the fair value of the derivative.  The loss was recognized as a component of accumulated other comprehensive income in our consolidated statement of changes in equity and is being amortized as additional interest expense over the life of the notes. There was no ineffectiveness associated with this hedge during 2010.

 

4.625% Senior Notes Due September 2021

 

On August 23, 2011, Nabors Delaware completed a private placement of $700 million aggregate principal amount of 4.625% senior notes due 2021, which are unsecured and fully and unconditionally guaranteed by us.  The notes have registration rights.  The notes were resold by the initial purchasers to qualified institutional buyers under Rule 144A and to certain investors outside of the United States under Regulation S.  The notes pay interest semi-annually on March 15 and September 15 and will mature on September 15, 2021.

 

The notes rank equal in right of payment to all of Nabors Delaware’s existing and future unsubordinated indebtedness, and senior in right of payment to all of Nabors Delaware’s existing and future senior subordinated and subordinated indebtedness. Our guarantee of the notes is unsecured and an unsubordinated obligation and ranks equal in right of payments to all of our unsecured and unsubordinated indebtedness from time to time outstanding. In the event of a change of control triggering event, as defined in the indenture, the holders of the notes may require Nabors Delaware to purchase all or a portion of the notes at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any.  The notes are redeemable in whole or in part at any time at the option of Nabors Delaware at a redemption price, plus accrued and unpaid interest, as specified in the indenture.  Nabors Delaware used a portion of the proceeds to pay back borrowings on our revolving credit facilities and for other general corporate purposes.

 

5.375% Senior Notes Due August 2012

 

During August 2012, we paid $282.4 million at maturity of Nabors Delaware’s 5.375% senior notes, representing principal of $275.0 million and accrued interest of $7.4 million. We used cash on hand and $270 million from revolving credit facilities to pay this obligation.

 

Senior Exchangeable Notes

 

On May 16, 2011, the remaining aggregate principal amount of $1.4 billion of our 0.94% senior exchangeable notes matured, and we redeemed them with $1.2 billion of borrowings under our revolving credit facilities and available cash. During 2011 and 2010, we recognized pre-tax gains (losses) of $(.1) million and $(7.0) million, respectively, all of which are included in losses (gains) on sales and disposals of long-lived assets and other expense (income), net in our consolidated statements of income (loss) for the respective year.

 

Revolving Credit Facilities

 

On November 29, 2012, Nabors Delaware and Nabors Canada entered into a credit agreement (the “New Credit Agreement”) under which the lenders committed to provide up to $1.5 billion under an unsecured revolving credit facility.  The New Credit Agreement also provides an option to add other lenders and increase the aggregate principal amount of commitments to $1.95 billion.  The revolving credit facility matures in November 2017 and can be used for general corporate purposes, including capital expenditures and working capital. We fully and unconditionally guarantee the obligations under the New Credit Agreement.

 

At the same time we entered into the New Credit Agreement, we and Nabors Delaware replaced both unsecured revolving credit facilities established in September 2010 and April 2011, respectively, and repaid all amounts outstanding with this agreement.  In addition, we terminated a Canadian unsecured revolving credit facility.

 

The Credit Agreement bears interest with the following terms:

 

·                  U.S. dollar-denominated borrowings bear interest, at Nabors Delaware’s option, for either (x) the “U.S. 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 LIBOR for the corresponding deposits of U.S. dollars, plus the applicable interest margin. The “U.S. 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 corporate base rate of interest established by Citibank, N.A. from time to time and (iii) LIBOR for an interest period of one month beginning on such day plus 1.05%.

 

·                  Canadian dollar-denominated borrowings under the Credit Agreement will bear interest, at Nabors Canada’s option, at (a) the “Canadian 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, (b) 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 or (c) the “Canadian Prime 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.  The “Canadian Base Rate” is defined, for any day, as a fluctuating rate per annum equal to the highest of (x) the Federal Funds Rate, as published by the Federal Reserve Bank of New York, plus 1%, (y) the rate of interest per annum that HSBC Bank Canada charges to customers of varying degrees of creditworthiness for US dollar demand loans in Canada and (z) LIBOR for an interest period of one month beginning on such day plus 1%.  The “Canadian Prime Rate” is defined, for any day, as a fluctuating rate per annum equal to the greater of (i) the rate of interest per annum that HSBC Bank Canada charges to customers of varying degrees of creditworthiness for US dollar demand loans in Canada and (ii) the rate of interest per annum equal to the average annual yield for one month Canadian dollar bankers’ acceptances as of such day.

 

As of December 31, 2012, we had $610 million of remaining availability from a total of $1.5 billion under this revolving credit facility. The weighted average interest rate on borrowings at December 31, 2012 was 1.51%.

 

The Credit Agreement contains various covenants and restrictive provisions that limit our ability to incur additional indebtedness, make investments or loans and create liens and require us to maintain a net funded indebtedness to total capitalization ratio, as defined in the Credit Agreement. We were in compliance with all covenants under the agreement at December 31, 2012. If we should fail to perform our obligations under the covenants, the Credit Agreement could be terminated and any outstanding borrowings under the facility could be declared immediately due and payable.

 

Short-Term Borrowings

 

We had nine letter-of-credit facilities with various banks as of December 31, 2012. Availability and borrowings under our letter-of-credit facilities are as follows:

 

 

 

(In thousands)

 

Credit available

 

$

358,649

 

Less: Letters of credit outstanding, inclusive of financial and performance guarantees

 

57,303

 

Remaining availability

 

$

301,346