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Nabors Industries Ltd. and Parker Wellbore have announced a definitive agreement under which Nabors will acquire all of Parker’s issued and outstanding common shares in exchange for shares of Nabors common stock, subject to a share price collar. A Nabors spokesman told R8��������, “the transaction is 4.8 million shares, plus assumption of approximately $100 million of net debt. That math totals approx. $472 million, based on yesterday’s closing stock price.”

Parker provides drilling services across global energy markets. Through its Quail Tools subsidiary, Parker is the leading rental provider of high-performance downhole tubulars in the U.S. market. Internationally, Parker provides tubular rentals and repair services, with state-of-the-art facilities located in key geographies. Parker offers differentiated, casing and tubular running services in the U.S., Middle East, Latin America and Asia. Its portfolio also includes a fleet of 17 drilling rigs in the U.S. and international markets, as well as operations and maintenance services primarily in Canada and Alaska.

“This transaction brings together two of the storied names in our industry,” said Anthony Petrello, Chairman, President & CEO of Nabors. “The acquisition of Parker expands our high margin, capex-light Nabors Drilling Solutions global business, while solidifying the geographical footprint of our international drilling rig business. With Parker’s resilient free cash flow and healthy capital structure, this acquisition also is expected to deliver profitable growth together with improved leverage metrics.

“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.”

“We believe Nabors is the ideal partner to build on Parker’s 90-year reputation and performance,” added Sandy Esslemont, President and CEO of Parker. “Parker’s leading position across key product lines and geographic markets aligns neatly with the Nabors’ footprint. Our portfolio and technology offerings combined with Nabors’ leading drilling solutions business and strong capital structure are expected to provide significant benefits to both Nabors’ and Parker’s customers, investors and the industry at large.”

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 U.S. and in other important markets.

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 $527 million. For the full year 2024, Parker expects to generate EBITDA of $180 million. With meaningful incremental EBITDA and only $100 million in additional net debt, the transaction is projected to improve Nabors’ leverage metrics.

Significant synergy potential

Nabors expects to realize up to $35 million of annualized expense synergies, with the majority achieved during the first 12 months post-closing. The primary drivers of these savings include reductions in both duplicate overhead and operational expenses, as well as savings in procurement. In addition to these amounts, Nabors expects to combine its existing drill pipe rental operations in the U.S. with Quail Tools, resulting in additional efficiency savings and revenue opportunities. Nabors also plans to leverage its global operations footprint to expand Parker’s international business.

Transaction details

The transaction has been approved by the Nabors and Parker Boards of Directors. The transaction is expected to close in early 2025, subject to customary closing conditions, as well as shareholder and regulatory approvals.

About Nabors Industries

Nabors Industries is a leading provider of advanced technology for the energy industry. With presence in more than 20 countries, Nabors has established a global network of people, technology and equipment to deploy solutions that deliver safe, efficient and responsible energy production. By leveraging its core competencies, particularly in drilling, engineering, automation, data science and manufacturing, Nabors aims to innovate the future of energy and enable the transition to a lower-carbon world.