0001104659-14-020544.txt : 20140626 0001104659-14-020544.hdr.sgml : 20140626 20140318130219 ACCESSION NUMBER: 0001104659-14-020544 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140318 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NABORS INDUSTRIES INC CENTRAL INDEX KEY: 0000798943 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 930711613 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 515 W GREEN RD STE 1200 CITY: HOUSTON STATE: TX ZIP: 77067 BUSINESS PHONE: 2818740035 MAIL ADDRESS: STREET 1: 515 W GREEN RD STE 1200 CITY: HOUSTON STATE: TX ZIP: 77067 FORMER COMPANY: FORMER CONFORMED NAME: ANGLO ENERGY INC DATE OF NAME CHANGE: 19890316 FILER: 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: CORRESP BUSINESS ADDRESS: STREET 1: CROWN HOUSE STREET 2: 4 PAR-LA-VILLE ROAD SECOND FLOOR 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 CORRESP 1 filename1.htm

 

Nabors Industries, Inc.

515 West Greens Road, Suite 1200

Houston, Texas 77067

 

Nabors Industries Ltd.

Crown House

Second Floor

4 Par-La-Ville Road

Hamilton, Bermuda HMO8

 

March 18, 2014

 

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 

Re:                             Nabors Industries, Inc. and Nabors Industries Ltd.

Registration Statement on Form S-4
Filed March 18, 2014

 

Ladies and Gentlemen:

 

This letter is sent on behalf of Nabors Industries, Inc., a Delaware corporation (the “Company”), and Nabors Industries, Ltd., a Bermuda exempted company (“Nabors”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on March 18, 2014 pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the Company’s proposed offer to exchange (the “Exchange Offer”) up to:

 

·                                          $350,000,000 in aggregate principal amount of 2.35% Senior Notes due 2016 of the Company (the “2016 Exchange Notes”) and the related guarantee of the 2016 Exchange Notes (the “2016 Exchange Guarantees”) by the Guarantor to be issued in exchange for an equal aggregate principal amount of the Company’s outstanding unregistered 2.35% Senior Notes due 2016 (the “2016 Old Notes”), and the related guarantees of the 2016 Old Notes; and

 

·                                          $350,000,000 in aggregate principal amount of 5.10% Senior Notes due 2023 of the Company (the “2023 Exchange Notes” and, together with the 2016 Exchange Notes, the “Exchange Notes”) and the related guarantee of the 2023 Exchange Notes (the “2023 Exchange Guarantees” and, together with the 2016 Exchange Notes, the “Exchange Guarantees”) by the Guarantor to be issued in exchange for an equal aggregate principal amount of the Company’s outstanding unregistered 5.10% Senior Notes due 2023 (the “2023 Old Notes” and, together with the 2016 Old Notes, the “Old Notes”), and the related guarantees of the 2023 Old Notes.

 


 

The Old Notes were issued on September 12, 2013 and sold to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons in offshore transactions pursuant to Regulation S under the Securities Act.

 

The Company is registering the Exchange Offer pursuant to the Registration Statement in reliance on the position enunciated by the staff of the Commission (the “Staff”) in Exxon Capital Holdings Corp., SEC No-Action Letter available May 13, 1988, Morgan Stanley & Co. Inc., SEC No-Action Letter available June 5, 1991, and Shearman & Sterling, SEC No-Action Letter available July 2, 1993.  The Company represents that it has not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Exchange Offer and, to the best of the Company’s information and belief, each person participating in the Exchange Offer will be acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes to be received in the Exchange Offer.  In this regard, the Company will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus) that any person using the Exchange Offer to participate in a distribution of the Exchange Notes to be received in the Exchange Offer (1) cannot rely on the Staff’s position enunciated in the Exxon Capital SEC No-Action Letter or similar letters of the Staff and (2) must comply with registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction.  The Company acknowledges that such a secondary resale transaction should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K.

 

The Company further represents that, with respect to any broker-dealer that participates in the Exchange Offer with respect to Old Notes acquired for its own account as a result of market-making activities or other trading activities, each such broker-dealer must confirm that it has not entered into any arrangement or understanding with the Company or an affiliate of the Company to distribute the Exchange Notes.

 

The Company will (a) make each person participating in the Exchange Offer aware that any broker-dealer who holds Old Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives Exchange Notes in exchange for such Old Notes pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act (which may be the prospectus for the Exchange Offer so long as it contains a plan of distribution with respect to such resale transactions) in connection with any resale of such Exchange Notes and (b) include in the letter of transmittal accompanying the Exchange Offer prospectus substantially the following additional provisions:

 

If the exchange offeree is a participating broker-dealer that will receive Exchange Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of such Exchange Notes.

 

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The letter of transmittal will also include a statement to the effect that, by so acknowledging and delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

 

If you have any questions, please contact the undersigned at (281) 874-0035 of the Company or Arnold B. Peinado, III at (212) 530-5546 of Milbank, Tweed, Hadley & McCloy LLP.

 

Sincerely,

 

 

/s/ Laura W. Doerre

 

Laura W. Doerre

 

Vice President and General Counsel

 

 

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