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Related-Party Transactions
12 Months Ended
Dec. 31, 2012
Related-Party Transactions  
Related-Party Transactions

Note 17  Related-Party Transactions

 

Nabors and certain current and former key employees, including Messrs. Petrello and Isenberg, entered into split-dollar life insurance agreements, pursuant to which we pay a portion of the premiums under life insurance policies with respect to these individuals and, in some instances, members of their families.  These agreements provide that we are reimbursed for the premium payments upon the occurrence of specified events, including the death of an insured individual. Any recovery of premiums paid by Nabors could be limited to the cash surrender value of the policies under certain circumstances. As such, the values of these policies are recorded at their respective cash surrender values in our consolidated balance sheets. We have made premium payments to date totaling $6.3 million related to these policies. The cash surrender value of these policies of approximately $5.8 million is included in other long-term assets in our consolidated balance sheets as of December 31, 2012 and 2011, respectively. We will not be reimbursed for the premium payments paid on behalf of Mr. Isenberg as provided by the agreement entered into on February 2, 2012 (see discussion on agreement below).

 

Under the Sarbanes-Oxley Act of 2002, the payment of premiums by Nabors under the agreements with Messrs. Petrello and Isenberg could be deemed to be prohibited loans by us to these individuals. Consequently, we have paid no premiums related to our agreements with these individuals since the adoption of the Sarbanes-Oxley Act.

 

The Company and Nabors Delaware entered into an agreement with Mr. Isenberg, then Chairman of our Board of Directors, on February 2, 2012 but effective December 31, 2011, pursuant to which:

 

·                  He voluntarily terminated both his employment with the Company and his Employment Agreement, and forwent any right to payment in connection with such termination, including a possible payment of $100 million in connection with the Company’s appointment of a new chief executive officer on October 28, 2011, which Mr. Isenberg could have treated as a constructive termination under his employment agreement;

 

·                  He would continue as Chairman of the Board, but not stand for reelection as a director in June 2012; at that time, he was appointed Chairman Emeritus for a three-year term, which will be extended for additional one-year terms unless terminated by him or by the Company, and receive cash compensation equal to other nonemployee directors;

 

·                  Nabors Delaware paid $6,600,000 into an escrow account, which will bear interest at the guaranteed rate of 6% per annum compounded daily and will be distributed either to Mr. Isenberg’s estate or to the trustees of his revocable trust;

 

·                  He ceased participation in the Company’s benefit plans and forfeited any benefits available to him thereunder (including forfeiture of the balance in his deferred bonus account), except as stated below or otherwise required by law:

 

·                  he and his spouse continue to participate in medical, dental and life insurance coverage until either receives equivalent coverage and benefits under the plans and programs of a subsequent employer or their death;

 

·                  he remains entitled to distribution of vested account balances in the Company’s 401(k) plan and its Deferred Compensation Plan;

 

·                  he retains certain benefits under the split-dollar life insurance agreements in effect between him and Nabors Delaware

 

·                  All of his stock option and restricted stock awards were already fully vested and remain subject to the applicable plans and agreements governing them; and

 

·                  He waived all claims or other liabilities related to his Employment Agreement or his termination of employment, and the Company waived certain claims against Mr. Isenberg.

 

In the ordinary course of business, we enter into various rig leases, rig transportation and related oilfield services agreements with our unconsolidated affiliates at market prices. Revenues from business transactions with these affiliated entities totaled $164.0 million, $218.4 million and $271.6 million for 2012, 2011 and 2010, respectively. Expenses from business transactions with these affiliated entities totaled $.1 million, $.9 million and $3.4 million for 2012, 2011 and 2010, respectively. Additionally, we had accounts receivable from these affiliated entities of $68.7 million and $110.7 million as of December 31, 2012 and 2011, respectively. We had accounts payable to these affiliated entities of $3.2 million and $46.1 million as of December 31, 2012 and 2011, respectively, and long-term payables with these affiliated entities of $.8 million as of those dates, which are included in other long-term liabilities.

 

In the ordinary course of business, we also provide drilling, well-servicing and other services to LINN Operating, Inc. (“LINN”), a company of which Mr. Linn, an independent member of our Board of Directors beginning in February 2012, is the Chairman and Chief Executive Office.  Revenues from business transactions with LINN totaled $12.5 million during 2012.  We had accounts receivable from LINN of $1.9 million as of December 31, 2012.  In addition, Mr. Crane, an independent director beginning in February 2012, is Chairman and Chief Executive Officer of Crane Capital Group Inc. (“CCG”), an investment company that indirectly owns a majority interest in several operating companies, some of which have provided services to us in the ordinary course of business, including international logistics and electricity.  During 2012, we made payments for these services of $42.0 million. We had account payable to CCG of $1.4 million as of December 31, 2012.

 

Prior to December 2012, we owned an interest in Shona Energy Company, LLC (“Shona”), a company of which Mr. Payne, an independent member of our Board of Directors, was the Chairman and Chief Executive Officer. We acquired our interest in the first quarter of 2010 when we purchased shares of Shona’s preferred stock and warrants to purchase additional common shares for $.9 million. During 2011, Shona became a public company in Canada, with voting common shares listed on the TSX Venture Exchange.  At December 31, 2011, we held a minority interest of approximately 7.55% of the issued and outstanding common shares of Shona.  In December 2012, Canacol Energy Ltd. acquired all of Shona’s outstanding common shares, resulting in our ownership of a minority interest of approximately 2.17% of the issued and outstanding shares of Canacol Energy Ltd. at December 31, 2012. Mr. Payne is not an officer or director of Canacol Energy Ltd.