Nabors Industries Announces Agreement to Acquire Parker Wellbore
Parker provides drilling services across global energy markets. Through its
"Over the past five years, Parker has achieved an impressive record of increasing results and we expect this expansion to continue. We are excited to welcome Parker's highly capable team to Nabors. With Nabors' extensive global technology platform, we are confident we will extend Parker's success even further."
Robust Strategic and Financial Rationale
Materially strengthens Nabors Drilling Solutions business
This acquisition adds a large-scale, high performance tubular rental and repairs services operation to the Nabors portfolio. Growth in wellbore lateral lengths is a key driver to increasing demand for drill pipe, both in the
Parker's casing running business complements Nabors' own tubular services and affords the opportunity to migrate to Nabors' integrated casing running model. Nabors expects this combination will establish the industry's third largest provider, with presence in several key geographies.
Immediately additive to Free Cash Flow
The transaction is expected to result in immediate accretion to Nabors' free cash flow. It is further expected to be increasingly accretive to valuation metrics as expense and revenue synergies are progressively realized.
Enhances scale and improves leverage metrics
On a combined company basis, adjusted EBITDA for the first six months of 2024 totaled
Significant synergy potential
Nabors expects to realize up to
Transaction details
The transaction has been approved by the Nabors and
Conference call and webcast
Nabors will host a conference call to discuss the transaction. A slide presentation to accompany the conference call will be posted to Nabors' investor relations website. The call will be held on
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US Toll Free: |
(888) 317-6003 |
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Canada Toll Free: |
(866) 284-3684 |
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International: |
(412) 317-6061 |
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Participant Elite Entry Number: |
1384453 |
About
Forward-looking Statements
The information included in this press release includes forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. Such forward-looking statements are subject to a number of risks and uncertainties, as disclosed by Nabors from time to time in its filings with the
Non-GAAP Disclaimer
This press release may present certain "non-GAAP" financial measures. The components of these non-GAAP measures are computed by using amounts that are determined in accordance with accounting principles generally accepted in
Adjusted free cash flow represents net cash provided by operating activities less cash used for capital expenditures, net of proceeds from sales of assets. Nabors' management believes that adjusted free cash flow is an important liquidity measure for the company and that it is useful to investors and management as a measure of the company's ability to generate cash flow, after reinvesting in the company for future growth, that could be available for paying down debt or other financing cash flows, such as dividends to shareholders. Management believes that this non-GAAP measure is useful information to investors when comparing our cash flows with the cash flows of other companies.
Each of these non-GAAP measures has limitations and therefore should not be used in isolation or as a substitute for the amounts reported in accordance with GAAP. However, Nabors' management evaluates the performance of its operating segments and the consolidated Company based on several criteria, including Adjusted EBITDA, adjusted operating income (loss), net debt, and adjusted free cash flow, because it believes that these financial measures accurately reflect the Company's ongoing profitability and performance. Securities analysts and investors also use these measures as some of the metrics on which they analyze the Company's performance. Other companies in this industry may compute these measures differently. These special items could be meaningful.
Investor Contacts:
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Important Additional Information and Where to Find It
In connection with the proposed transaction Nabors will file with the
WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PARKER, NABORS AND THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain these materials (when they are available) and other documents filed with the
Participants in the Solicitation
Nabors and certain of its directors, executive officers and other employees, and Parker and certain of its directors, executive officers and other employees may be deemed to be participants in the solicitation of proxies for security holder approvals to be obtained for the proposed transaction. A description of participants' direct or indirect interests, by security holdings or otherwise, will be included in the joint proxy statement/prospectus relating to the proposed transaction when it is filed with the
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