SEC Form SC 13G/A filed by Nabors Industries Ltd. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 1)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

January 5, 2022

(Date of event which requires filing of this statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

 

☐

Rule 13d-1(b)

 ☒

Rule 13d-1(c)

☐

Rule 13d-1(d)

 

 

CUSIP No. G6359F137

 13G

 

1

NAMES OF REPORTING PERSONS

 

 

 

LMR Master Fund Ltd

 

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)☐

 

 

(b)☐

 

 

 3

SEC USE ONLY

 

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

Cayman Islands

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

 

 

0

 

 

 

 

6

SHARED VOTING POWER

 

 

258,924 (1)

 

 

 

 

7

SOLE DISPOSITIVE POWER

 

 

 

0

 

 

 

 

8

SHARED DISPOSITIVE POWER

 

 

 

258,924 (1)

 

 

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

258,924 (1)

 

 

 

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

☐

 

 

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

 

3.0% (1)

 

 

 

 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

 

CO

 

 

 

 

CUSIP No. G6359F137

 13G

 

1

NAMES OF REPORTING PERSONS

 

 

 

LMR CCSA Master Fund Ltd

 

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)☐

 

 

(b)☐

 

 

 3

SEC USE ONLY

 

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

Cayman Islands

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

 

 

0

 

 

 

 

6

SHARED VOTING POWER

 

 

258,924 (1)

 

 

 

 

7

SOLE DISPOSITIVE POWER

 

 

 

0

 

 

 

 

8

SHARED DISPOSITIVE POWER

 

 

 

258,924 (1)

 

 

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

258,924 (1)

 

 

 

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

☐

 

 

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

 

3.0% (1)

 

 

 

 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

 

CO

 

 

 

 

 

CUSIP No. G6359F137

 

13G

 

1

NAMES OF REPORTING PERSONS

 

 

 

LMR Partners LLP

 

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)☐

 

 

(b)☐

 

 

 3

SEC USE ONLY

 

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

United Kingdom

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

 

 

0

 

 

 

 

6

SHARED VOTING POWER

 

 

517,848 (1)

 

 

 

 

7

SOLE DISPOSITIVE POWER

 

 

 

0

 

 

 

 

8

SHARED DISPOSITIVE POWER

 

 

 

517,848 (1)

 

 

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

517,848 (1)

 

 

 

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

☐

 

 

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

 

5.9% (1)

 

 

 

 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

 

PN, IA

 

 

 

 

CUSIP No. G6359F137

 

13G

 

1

NAMES OF REPORTING PERSONS

 

 

 

LMR Partners Limited

 

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)☐

 

 

(b)☐

 

 

 3

SEC USE ONLY

 

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

Hong Kong

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

 

 

0

 

 

 

 

6

SHARED VOTING POWER

 

 

517,848 (1)

 

 

 

 

7

SOLE DISPOSITIVE POWER

 

 

 

0

 

 

 

 

8

SHARED DISPOSITIVE POWER

 

 

 

517,848 (1)

 

 

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

517,848 (1)

 

 

 

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

☐

 

 

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

 

5.9% (1)

 

 

 

 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

 

CO, IA

 

 

 

 

 

CUSIP No. G6359F137

 

13G

 

1

NAMES OF REPORTING PERSONS

 

 

 

LMR Partners LLC

 

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)☐

 

 

(b)☐

 

 

 3

SEC USE ONLY

 

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

State of Delaware

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

 

 

0

 

 

 

 

6

SHARED VOTING POWER

 

 

517,848 (1)

 

 

 

 

7

SOLE DISPOSITIVE POWER

 

 

 

0

 

 

 

 

8

SHARED DISPOSITIVE POWER

 

 

 

517,848 (1)

 

 

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

517,848 (1)

 

 

 

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

☐

 

 

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

 

5.9% (1)

 

 

 

 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

 

OO, IA

 

 

 

 

 

CUSIP No. G6359F137

 

13G

 

1

NAMES OF REPORTING PERSONS

 

 

 

LMR Partners AG

 

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)☐

 

 

(b)☐

 

 

 3

SEC USE ONLY

 

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

Switzerland

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

 

 

0

 

 

 

 

6

SHARED VOTING POWER

 

 

517,848 (1)

 

 

 

 

7

SOLE DISPOSITIVE POWER

 

 

 

0

 

 

 

 

8

SHARED DISPOSITIVE POWER

 

 

 

517,848 (1)

 

 

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

517,848 (1)

 

 

 

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

☐

 

 

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

 

5.9% (1)

 

 

 

 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

 

CO, IA

 

 

 

 

 

CUSIP No. G6359F137

 

13G

 

1

NAMES OF REPORTING PERSONS

 

 

 

Ben Levine

 

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)☐

 

 

(b)☐

 

 

 3

SEC USE ONLY

 

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

United Kingdom

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

 

 

0

 

 

 

 

6

SHARED VOTING POWER

 

 

517,848 (1)

 

 

 

 

7

SOLE DISPOSITIVE POWER

 

 

 

0

 

 

 

 

8

SHARED DISPOSITIVE POWER

 

 

 

517,848 (1)

 

 

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

517,848 (1)

 

 

 

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

☐

 

 

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

 

5.9% (1)

 

 

 

 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

 

IN, HC

 

 

 

 

 

CUSIP No. G6359F137

 

                      13G

 

 

1

NAMES OF REPORTING PERSONS

 

 

 

Stefan Renold

 

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)☐

 

 

(b)☐

 

 

 3

SEC USE ONLY

 

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

Switzerland

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

 

 

0

 

 

 

 

6

SHARED VOTING POWER

 

 

517,848 (1)

 

 

 

 

7

SOLE DISPOSITIVE POWER

 

 

 

0

 

 

 

 

8

SHARED DISPOSITIVE POWER

 

 

 

517,848 (1)

 

 

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

517,848 (1)

 

 

 

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

☐

 

 

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

 

5.9% (1)

 

 

 

 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

 

IN, HC

 

 

 

 

Item 1(a).

NAME OF ISSUER:

 

 

 

The name of the issuer is Nabors Industries Ltd. (the "Issuer").

Item 1(b).

ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

 

 

 

The Issuer's principal executive offices are located at Crown House, Second Floor, 4 Par-la-Ville Road, Hamilton, HM08, Bermuda.

Item 2(a).

NAME OF PERSON FILING:

 

This statement is filed by:

 

(i)

LMR Master Fund Ltd ("LMR Master Fund"), with respect to the Common Shares (as defined in Item 2(d)) held by it;

 

 

(ii) 

LMR CCSA Master Fund Ltd ("LMR CCSA Master Fund"), with respect to the Common Shares (as defined in Item 2(d)) held by it;

 

 

(iii)

 LMR Partners LLP, LMR Partners Limited, LMR Partners LLC and LMR Partners AG (collectively, the "LMR Investment Managers"), which serve as the investment managers to certain funds, including, without limitation, LMR Master Fund and LMR CCSA Master Fund, with respect to the Common Shares held by LMR Master Fund and LMR CCSA Master Fund; and

 

 

(iv)

 Ben Levine and Stefan Renold, who are ultimately in control of the investment   and voting decisions of the LMR Investment Managers with respect to the securities held by LMR Master Fund and LMR CCSA Master Fund.

 

The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."

Item 2(b).

ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 

 

 

The address of the principal business office of each of the Reporting Persons is c/o LMR Partners LLP, 9th Floor, Devonshire House, 1 Mayfair Place, London, W1J 8AJ, United Kingdom.

Item 2(c).

CITIZENSHIP:

 

 

 

LMR Master Fund is a Cayman Islands exempted company. LMR CCSA Master Fund is a Cayman Islands exempted company.  LMR Partners LLP is a United Kingdom limited liability partnership. LMR Partners Limited is a Hong Kong corporation. LMR Partners LLC is a Delaware limited liability company. LMR Partners AG is a Swiss corporation.  Ben Levine is a citizen of the United Kingdom. Stefan Renold is a citizen of Switzerland.

Item 2(d).

TITLE OF CLASS OF SECURITIES:

 

 

 

Common Shares, par value $0.05 per share ("Common Shares").

Item 2(e).

CUSIP NUMBER:

 

 

 

G6359F137

Item 3.

IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

Not Applicable

Item 4.

OWNERSHIP.

 

 

 

The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference.

 

As of December 31, 2021, each of LMR Master Fund and LMR CCSA Master Fund may have been deemed to beneficially own 194,194 Common Shares issuable upon exercise of warrants to purchase Common Shares of the Issuer.  The Common Shares beneficially owned as of December 31, 2021, by each of LMR Master Fund and LMR CCSA Master Fund represented approximately 2.3% of the outstanding Common Shares and in the aggregate represent approximately 4.5% of the outstanding Common Shares, based on a total of 8,241,094 Common Shares of the Issuer outstanding as of October 31, 2021, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 5, 2021.

 

As of 9:00 am EST on January 10, 2022, each of LMR Master Fund and LMR CCSA Master Fund may have been deemed to beneficially own 258,924 Common Shares issuable upon exercise of warrants to purchase Common Shares of the Issuer, inclusive of additional Common Shares issuable upon exercise of such warrants based on the Incentive Share Fraction, which was applicable on such date, as calculated pursuant to the Warrant Agreement, dated as of June 10, 2021, between the Issuer and Computershare Trust Company, N.A., as Warrant Agent (the “Warrant Agreement”).  The Common Shares that were beneficially owned as of 9:00 am EST on January 10, 2022, by each of LMR Master Fund and LMR CCSA Master Fund represented approximately 3.0% of the outstanding Common Shares and in the aggregate represented approximately 5.9% of the outstanding Common Shares, based on a total of 8,241,094 Common Shares of the Issuer outstanding as of October 31, 2021, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 5, 2021.  Terms used but not defined above are defined in the Warrant Agreement and are incorporated by reference herein.

Item 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

 

 

 

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following [  ].

Item 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

 

 

 

Not applicable.

Item 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

 

 

 

Not applicable.

Item 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

 

 

 

Not applicable.

Item 9.

NOTICE OF DISSOLUTION OF GROUP.

 

 

 

Not applicable.

Item 10.

CERTIFICATION.

 

Each of the Reporting Persons hereby makes the following certification:

 

 

 

By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.