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Debt | 12 Months Ended
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Dec. 31, 2021
Debt |
Debt | Note 10 Debt ​ Debt consisted of the following: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | December 31, | ​ | December 31, | ​
​ |  | 2021 |  | 2020 |
​ | ​ | (In thousands) |
4.625% senior notes due September 2021 (1) | ​ | $ | — | ​ | $ | 86,329 | ​
5.50% senior notes due January 2023 | ​ |  | 24,446 | ​ |  | 28,443 | ​
5.10% senior notes due September 2023 | ​ |  | 82,703 | ​ |  | 121,077 | ​
0.75% senior exchangeable notes due January 2024 | ​ |  | 259,839 | ​ |  | 279,700 | ​
5.75% senior notes due February 2025 | ​ | ​ | 548,458 | ​ |  | 610,818 | ​
6.50% senior priority guaranteed notes due February 2025 | ​ |  | 50,485 | ​ | ​ | 50,485 | ​
9.00% senior priority guaranteed notes due February 2025 | ​ | ​ | 218,082 | ​ | ​ | 192,032 | ​
7.25% senior guaranteed notes due January 2026 | ​ | ​ | 559,978 | ​ |  | 559,978 | ​
7.375% senior priority guaranteed notes due May 2027 | ​ | ​ | 700,000 | ​ |  | — | ​
7.50% senior guaranteed notes due January 2028 | ​ | ​ | 389,609 | ​ |  | 389,609 | ​
2018 revolving credit facility | ​ |  | 460,000 | ​ | ​ | 672,500 | ​
​ | ​ | ​ | 3,293,600 | ​ | ​ | 2,990,971 | ​
Less: deferred financing costs | ​ | ​ | 30,805 | ​ | ​ | 22,270 | ​
Long-term debt | ​ | $ | 3,262,795 | ​ | $ | 2,968,701 | ​
​
(1) | The 4.625% senior notes due September 2021 were classified as long-term as of December 31, 2020 because we had the ability and intent to repay this obligation utilizing our 2018 Revolving Credit Facility.
​ As of December 31, 2021, the principal amount and maturities of our primary debt for each of the five years following 2021 and thereafter are as follows: ​
​ | ​ | ​ | ​ | ​
​ |  | Paid at Maturity |
​ | ​ | (In thousands) |
2022 | ​ | $ | 50,485 | (1)
2023 | ​ |  | 567,362 | (2)
2024 | ​ |  | 287,302 | (3)
2025 | ​ |  | 766,540 | (4)
2026 | ​ |  | 559,978 | (5)
Thereafter | ​ |  | 1,089,609 | (6)
​ | ​ | $ | 3,321,276 | ​
​
(1) | Represents our 6.5% senior priority guaranteed notes due February 2025 which were redeemed in January 2022.
​
(2) | Represents our 5.50% senior notes due January 2023, 5.10% senior notes due September 2023 and our 2018 Revolving Credit Facility due October 2023. In January 2022, the 2018 Revolving Credit Facility was repaid as we entered into the 2022 Credit Agreement.
​
(3) | Represents our 0.75% senior notes due January 2024.
​
(4) | Represents our 5.75% senior notes due February 2025 and our 9.0% senior priority guaranteed notes due February 2025.
​
(5) | Represents our 7.25% senior notes due January 2026.
​
(6) | Represents our 7.375% senior priority guaranteed notes due May 2027 and 7.50% senior notes due January 2028.
​ Nabors Delaware’s various fixed rate debt securities comprised of our 5.50%, 5.10%, and 5.75% senior unsecured notes are fully and unconditionally guaranteed by us. The notes rank equal in right of payment to all Nabors Delaware’s existing and future senior unsubordinated debt. The notes rank senior in right of payment to all Nabors Delaware’s existing and future senior subordinated and subordinated debt. Our guarantee of the notes is unsecured and ranks equal in right of payment to all our unsecured and unsubordinated indebtedness from time to time outstanding. The notes are subject to redemption by Nabors Delaware, in whole or in part, at any time generally at a redemption price equal to the greater of (i) 100% of the principal amount of the notes then outstanding to be redeemed; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest, determined in the manner set forth in the applicable indenture. In the event of a change in control triggering event, as defined in the indenture, the holders of notes may require Nabors Delaware to purchase all or any part of each note in cash equal to 101% of the principal amount plus accrued and unpaid interest, if any, to the date of purchase, except to the extent Nabors Delaware has exercised its right to redeem the notes. The notes have customary covenants, including limitations on the incurrence of liens and entering into sale and leaseback transactions as well as customary events of default. ​ During 2020, the proceeds from the 7.25% and 7.50% Senior Guaranteed Notes Due January 2026 and 2028 offering were primarily used to repurchase $952.9 million aggregate principal amount of certain of Nabors Delaware’s senior notes that were tendered in January 2020 pursuant to an offer to purchase and consent solicitation (the “January 2020 Tender Offers”). The aggregate principal amount repurchased included approximately (i)$407.7 million of our 5.50% senior notes due 2023, (ii) $379.7 million of our 4.625% senior notes due 2021 and (iii) $165.5 million of our 5.10% senior notes due 2023. In connection with the January 2020 Tender Offers, we recognized a net loss of $2.7 million. ​ During 2021, 2020 and 2019, we repurchased $105.9 million, $372.0 million (excluding the January 2020 Tender Offers), and $468.3 million aggregate principal amount of our senior unsecured notes for approximately $93.8 million, $300.9 million and $461.1 million, respectively, in cash, reflecting principal, accrued and unpaid interest. In connection with such repurchases, during 2021, 2020 and 2019, we recognized a net gain of approximately $13.4 million, $69.2 million and $11.5 million, respectively. In January 2022, we repaid the remaining outstanding aggregate principal balance of the 6.5% senior priority guaranteed notes due February 2025 of $50.5 million. ​ Exchange Transactions ​ During the fourth quarter of 2020 and the first quarter of 2021, we entered into a series of public and private exchange transactions in which Nabors Delaware exchanged 6.5% Senior Priority Guaranteed Notes due 2025 (the “6.5% Exchange Notes”) and 9.0% Senior Priority Guaranteed Notes due 2025 (the “9.0% Exchange Notes,” and collectively, the “Exchange Notes”) for various amounts of existing outstanding notes (such exchanges, collectively, the “Exchange Transactions”). Nabors Delaware did not receive any cash proceeds from the issuance of the Exchange Notes. ​ Collectively from the series of exchanges, Nabors Industries, Inc. issued $50.5 million aggregate principal amount of the 6.5% Exchange Notes and $218.1 million aggregate principal amount of new 9.0% Exchange Notes in exchange for $566.8 million aggregate principal amount of various Nabors Delaware’s outstanding Notes. ​ We recorded a gain of $161.8 million in connection with the Exchange Transactions, which was accounted for in accordance with ASC 470-60, Troubled Debt Restructuring by Debtors. Under ASC 470-60, a gain is recorded in an amount equal to the sum of the future undiscounted payments (principal and interest) related to the new Exchange Notes plus the costs incurred in connection with the transaction, less the carrying value of the notes that were exchanged. In relation to the transactions, we recorded $81.0 million related to future contractual interest payments on the new Exchange Notes, and have included this amount in accrued liabilities and other long-term liabilities. ​ The aggregate principal amounts and recognized gain for such transactions were as follows (in thousands): ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Year ended December 31,
​ |  | 2021 | ​ | 2020
Exchanged | ​ | ​ | (in thousands)
4.625% senior notes due September 2021 | ​ | $ | — | ​ | $ | 38,209
4.625% senior notes due September 2021 | ​ | ​ | — | ​ | ​ | 3,733
5.10% senior notes due September 2023 | ​ |  | — | ​ | ​ | 19,422
0.75% senior exchangeable notes due January 2024 | ​ | ​ | 35,000 | ​ | ​ | 250,678
5.75% senior notes due February 2025 | ​ |  | 5,000 | ​ | ​ | 164,368
7.25% senior guaranteed notes due January 2026 | ​ |  | — | ​ | ​ | 40,022
7.50% senior guaranteed notes due January 2028 | ​ | ​ | — | ​ | ​ | 10,391
Aggregate principal amount exchanged | ​ |  | 40,000 | ​ | ​ | 526,823
Aggregate principal amount of debt issued in exchanges | ​ | ​ | 26,050 | ​ | ​ | 242,517
Aggregated net gain (loss) | ​ | ​ | 22 | ​ | ​ | 161,808
Per share amount of the aggregate gain | ​ | ​ | 0.00 | ​ | ​ | 19.30
​ 7.375% Senior Priority Guaranteed Notes Due May 2027 ​ In November 2021, Nabors issued $700.0 million in aggregate principal amount of 7.375% senior priority guaranteed notes, which are fully and unconditionally guaranteed by Nabors and certain of Nabors’ indirect wholly-owned subsidiaries. Interest on the notes is payable May 15 and November 15 of each year, beginning May 15, 2022. The notes will mature on May 15, 2027. The proceeds are available for general corporate purposes including repayment of outstanding debt. ​ 0.75% Senior Exchangeable Notes Due January 2024 ​ In January 2017, Nabors Delaware issued $575.0 million in aggregate principal amount of 0.75% exchangeable senior unsecured notes due 2024, which are fully and unconditionally guaranteed by Nabors. The notes bear interest at a rate of 0.75% per year payable semiannually on January 15 and July 15 of each year, beginning on July 15, 2017. As of December 31, 2021, there was approximately $287.3 million in aggregate principal amount that remained outstanding. ​ The exchangeable notes are currently exchangeable, under certain conditions, at an exchange rate of .8018 common shares of Nabors per $1,000 principal amount of exchangeable notes (equivalent to an exchange price of approximately $1,247.19 per common share). The exchangeable notes were originally bifurcated for accounting purposes into debt and equity components of $411.2 million and $163.8 million, respectively, based on the terms of the notes and the relative fair value at the issuance date. Upon any exchange, as a result of an amendment to the notes, Nabors Delaware will settle its exchange obligation in cash. ​ 2018 Revolving Credit Facility ​ In October 2018, Nabors Delaware and Nabors Drilling Canada Limited (“Nabors Canada” and together with Nabors Delaware, the “Borrowers”) entered into a credit agreement dated October 11, 2018 by and among the Borrowers, the guarantors identified therein, HSBC Bank Canada, as the Canadian lender the issuing banks and other lenders party thereto (the “U.S. Lenders”) and Citibank, N.A., as administrative agent solely for the U.S. Lenders (as may be amended, restated, supplemented or otherwise modified from time to time, the “2018 Revolving Credit Facility”). ​ As of December 31, 2021, we were in compliance with all covenants under the 2018 Revolving Credit Facility, we had $460.0 million outstanding under our 2018 Revolving Credit Facility and the net book value of the collateralized assets under the 2018 Revolving Credit Facility was $1.23 billion. The weighted average interest rate on borrowings under the 2018 Revolving Credit Facility at December 31, 2021 was 3.72%. As of January 21, 2022, we repaid all amounts outstanding under the 2018 Revolving Credit Facility. ​ 2022 Credit Agreement ​ On January 21, 2022, we entered into a revolving credit agreement between Nabors Delaware, the guarantors from time to time party thereto, the issuing banks (the “Issuing Banks”) and other lenders party thereto (the “Lenders”) and Citibank, N.A., as administrative agent (the “2022 Credit Agreement”). Under the 2022 Credit Agreement, the Lenders have committed to provide up to an aggregate principal amount at any time outstanding not in excess of $350.0 million (with an accordion feature for an additional $100.0 million) to Nabors Delaware under a secured revolving credit facility, including sub-facilities provided by certain of the Lenders for letters of credit in an aggregate principal amount at any time outstanding not in excess of $100.0 million. The 2022 Credit Agreement replaces the 2018 Revolving Credit Facility. ​ The 2022 Credit Agreement permits the incurrence of additional indebtedness secured by liens, which may include liens on the collateral securing the facility, in an amount up to $150.0 million as well as a grower basket for term loans in an amount not to exceed $100.0 million secured by liens not on the collateral. The Company is required to maintain an interest coverage ratio (EBITDA/interest expense), which increases on a quarterly basis, and a minimum guarantor value, requiring the guarantors (other than the Company) and their subsidiaries to own at least 90% of the consolidated property, plant and equipment of the Company. The facility matures on the earlier of (a) January 21, 2026 and (b) (i) to the extent any principal amount of Nabors Delaware’s existing 5.1% senior notes due 2023, 5.5% senior notes due 2023 and 5.75% senior notes due 2025 remains outstanding on the date that is 90 days prior to the applicable maturity date for such indebtedness, then such 90th day or (ii) to the extent 50% or more of the outstanding (as of the closing date) aggregate principal amount of the 0.75% senior exchangeable notes due 2024 remains outstanding and not refinanced or defeased on the date that is 90 days prior to the maturity date for such indebtedness, then such 90th day. ​ Additionally, the Company is subject to certain covenants, which are subject to certain exceptions and include, among others, (i) a covenant restricting our ability to incur liens (subject to the additional liens basket of up to $150.0 million) , (ii) a covenant restricting its ability to pay dividends or make other distributions with respect to its capital stock and to repurchase certain indebtedness and (iii) a covenant restricting the ability of the Company’s subsidiaries to incur debt (subject to the grower basket of up to $100.0 million). ​ Letters of Credit ​ We had 18 letter-of-credit facilities with various banks as of December 31, 2021. Availability and borrowings under our letter-of-credit facilities are as follows: ​
​ | ​ | ​ | ​ | ​
​ |  | December 31, |
​ | ​ | 2021 |
​ | ​ | (In thousands) |
Credit available | ​ | $ | 620,552 | ​
Less: Letters of credit outstanding, inclusive of financial and performance guarantees | ​ |  | 83,240 | ​
Remaining availability | ​ | $ | 537,312 | ​
​

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI http://asc.fasb.org/topic&trid=2208564 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -Subparagraph (h) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1C -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1I -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1I -Subparagraph (d) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(c)) -URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690 Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -Subparagraph (g) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1C -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611 Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1C -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611 Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1E -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1I -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -Subparagraph (i) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 + Details
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