Welcome to the Nabors Industries conference call. All participants will be in listen-only mode. Should you need assistance, please signal a conference specialist by pressing the star key followed by zero. After today's presentation, there will be an opportunity to ask questions. To ask a question, you may press star, then one on your telephone keypad. To withdraw your question, please press star and then two. Please note, this event is being recorded. I would now like to turn the conference over to William Conroy, Vice President, Corporate Development and Investor Relations. Please go ahead, sir.
Good afternoon and good morning. Thank you for joining us to discuss the acquisition of Parker Wellbore. Participating in this morning's call are Tony Petrello, our Chairman, President, and Chief Executive Officer, and William Restrepo, our Chief Financial Officer. In support of our remarks this morning, a slide deck is available, both as a download within the webcast and in the investor relations section of Nabors.com.
Since our commentary today includes our forward expectations, they may constitute 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 certain risks and uncertainties, as disclosed by Nabors from time to time in our filings with the Securities and Exchange Commission. As a result of these factors, our actual results may vary materially from those indicated or implied by such forward-looking statements.
Also, during the call, we may discuss certain non-GAAP financial measures such as net debt, adjusted operating income, adjusted EBITDA, and adjusted free cash flow. All references to EBITDA made by either Tony or William during their presentations, whether qualified by the word adjusted or otherwise, mean adjusted EBITDA, as that term is defined on our website and in our earnings releases. Likewise, unless the context clearly indicates otherwise, references to cash flow mean adjusted free cash flow, as that non-GAAP measure is defined in our earnings releases. We have posted to the investor relations section of our website a reconciliation of these non-GAAP financial measures to the most recently comparable GAAP measures. With that, I will turn the call over to Tony to begin.
Good morning, everyone. Thank you for joining us today on short notice. This morning, we announced we have reached an agreement to acquire Parker Wellbore. Parker is a leading provider of drilling services across global markets. I will discuss some of the key highlights of the acquisition. William will discuss the terms of the transaction. Let me begin by saying Nabors is very excited to add Parker's team and businesses to our global portfolio. We are very impressed with the quality of the Parker organization and the successful pivot they have made over the past few years. This transaction is consistent with our long-term strategy. It, in fact, checks all the important boxes. I'll begin on slide three of the presentation. The acquisition of Parker materially expands our drilling solutions footprint. The NDS generates the highest returns in our company.
The transaction also brings Quail Tools to our family of drilling services. Quail is the leading franchise in its market, and it has clear tailwinds. The acquisition also meaningfully increases our global revenue base with multiple opportunities for growth. It strengthens our drilling rig and NDS presence in several key international markets. With Parker's healthy balance sheet and cash flow generation, the transaction improves our leverage metrics, and it adds accomplished, high-quality employees across the globe who will strengthen the Nabors team. In terms of the transaction, I now refer you to slide four. We are acquiring Parker's equity in exchange for 4.8 million shares. That translates to an approximate value of $472 million, including $100 million of assumed net debt. Parker is expected to deliver, before synergies, approximately $180 million in normalized EBITDA.
That amount excludes transaction and other exceptional costs. This translates into a transactional multiple before synergies of 2.6x at last night's close. Moving on to slide five, the company's three main lines of business are service and tubular rentals and repairs, which includes Quail Tools. Quail is the industry's leading rental tubular provider in the U.S. This segment accounts for 48% of Parker's revenue. Well construction, a global operation that primarily includes onshore and offshore casing running services. It accounts for 13% of Parker's revenue. And drilling, which includes a fleet of 10 land rigs and seven barge rigs in the U.S. and international markets. This segment also includes operations and maintenance services, primarily in Alaska and offshore Canada. Drilling accounts for 39% of revenue. I now refer you to slide six.
As mentioned earlier, the addition of Parker is entirely consistent with our strategy to expand our drilling solutions portfolio. Both the surface and tubular and the well construction businesses will be part of our Nabors Drilling Solutions segment. Based on these pro forma numbers, the addition of Parker represents a revenue increase in our NDS segment of over 120% or more than double. I now refer you to slide seven. With this transaction, we will add Quail Tools to the Nabors portfolio. Quail accounts for nearly 85% of Parker's surface and tubular segment. The balance of this segment's revenue comes from the North Sea and the Middle East. I would like to highlight that the EBITDA margin of the surface and tubular segment is higher than our current NDS margin, and that's driven by Quail in particular.
We believe Quail is already starting to benefit from the progressively longer laterals in the Lower 48. For instance, based on a recent Spears report, average lateral length in South Texas is expanding. Spears estimates that measure will reach approximately 11,600 feet in the fourth quarter of this year. That translates to 8% growth during all of 2024. Lateral lengths have increased in all of the Lower 48's most important basins in each of the past five years, and we all know this from the rig business very well. We believe this trend will continue across unconventional basins in the Lower 48. This development provides a path for Quail's future growth, and it gives us an opportunity to grow in a market with a sideways rig count.
In addition, the Lower 48 market is poised for a multi-year recovery from the decline in natural gas drilling, and the impact of the large volume of recent consolidated E&P transactions should also diminish. We believe the timing is therefore right for this transaction. I now refer you to slide eight, which illustrates our combined geographic footprints. The transaction materially expands our casing running business. Notably, it grows the business in the Middle East. This includes Saudi Arabia and the UAE, where Parker is the largest casing running contractor. Parker's drilling operations include land rigs, barge rigs, and operation and maintenance services.
We believe these operations can be quickly integrated into our own fleet. Moreover, the O&M business provides stable financial results and low capital intensity. These attributes are consistent with our own long-term goals. Now I'll turn the call over to William, who will discuss the financial benefits and the rationale for the transaction.
Thank you, Tony. We believe this acquisition is one of the best opportunities for Nabors in today's environment. As Tony mentioned, it is entirely consistent with our long-term strategy. But just as importantly, we know the services Parker offers very, very well. In fact, we participate in all of them ourselves in one way or another, and we have experience in the geographies where they operate. In addition to a robust due diligence, the close familiarity with Parker's offering should help us reduce execution risk. I would now like to refer you to slide nine. The transaction meaningfully expands Nabors' scale. On a pro forma basis, using our 2024 consensus numbers and normalized Parker projections, the combined 2024 EBITDA would reach approximately $1.1 billion. Parker EBITDA before synergies would represent about 20% of Nabors' pre-acquisition EBITDA.
On a pro forma basis and after synergies, the transaction improves our leverage to a projected 1.9x net debt to EBITDA at the end of 2024, from a projected 2.3x for Nabors alone. Nabors' fastest growing segment is drilling solutions. Please refer to slide 10. The Parker acquisition meaningfully expands one of our most valuable businesses. On a 2024 pro forma basis, the transaction takes NDS EBITDA from $137 million to $321 million, and projected EBITDA less CapEx increases from $119 million for Nabors alone to $221 million on a combined pro forma basis. Excluding the impact of synergies, pro forma NDS EBITDA in 2024 would reach 30% of total combined EBITDA, from about 15% for Nabors alone.
We are very excited for this shift in the composition of our business from drilling rig activity towards a higher proportion of drilling solutions revenue. We believe this change will materially impact our cash flow generation potential in the future. I now refer you to slide 11. As you can see, Parker's revenue has grown over the past two years, despite the general slowdown in the U.S. market, its largest. In fact, by the end of 2024 Parker's revenue is expected to grow by about 22% over the prior two years, and its EBITDA by 53%. We believe this growth trajectory will continue as the international activity keeps expanding and the U.S. recovers from the reduction in natural gas drilling and the recent E&P consolidation activity.
We would like to point out that we are adding a meaningful cash-generating business to Nabors that should grow at least at the same pace as our existing Nabors footprint, if not faster. The Parker acquisition brings meaningful synergies relative to the size of the transaction. We expect to achieve cost synergies alone of approximately $35 million, through reductions in corporate overhead and by combining duplicate operational facilities in the U.S. and in international markets. We believe cost synergies could increase over time. Including these cost synergies, the total price for the acquisition of Parker of $472 million translates into an acquisition multiple of 2.2x . We believe this valuation is attractive as compared to our own EBITDA multiple and to those of other recent transactions. Let's please go to slide 12.
Under the terms of the transaction, Nabors plans to acquire Parker in exchange for 4.8 million shares of Nabors common stock, subject to a Nabors share price collar. The collar runs from the base price of $71.16 per share and is capped at 40% above and below that midpoint. At Nabors share prices above the upper ceiling, the number of shares will be adjusted downwards.
At share prices below the floor, consideration will be adjusted with cash, while the 4.8 million shares will remain unchanged. In addition, Nabors will assume Parker's outstanding debt, which net of $75 million in cash, totals almost $100 million. We plan to repay a portion of this debt while refinancing the remaining debt at a lower interest rate. At this point, we expect the transaction to close in the first quarter of 2025 , subject to customary conditions and regulatory approvals. With that, I'll turn the call back to Tony.
Let me conclude my remarks with the following. Let me refer to slide 13. This acquisition enhances our strategy to grow NDS. The tubular rental business should benefit directly from the trend toward longer Wellbore laterals, a recovery in the U.S. market, and international expansion. We have the opportunity to migrate the casing running business to our integrated model, which should improve its margins by leveraging our Middle East presence, and as pointed out by William, we can accomplish all of this while adding to free cash flow and improving our leverage profile even before synergies. The synergies is just added sweetness on the cake here. The addition of Parker Wellbore adds scale and diversification to our existing business portfolio. Parker brings a dedicated team with a demonstrated record of success. We welcome them to Nabors.
We believe clients will benefit from greater efficiencies from the combined companies. The transaction will also improve Nabors' financial performance metrics. We are confident the combination will create value for Nabors shareholders. I would ask you to go to slide 14, and with that, we'll take your questions. Thank you.
We will now begin the question-and-answer session. To ask a question, you may press star, then one on your telephone keypad. If you are using a speakerphone, please pick up your handset before pressing the keys. To withdraw your question, please press star then two. At this time, we will pause momentarily to assemble our roster. Our first question comes from Waqar Syed with ATB Capital Markets. Please go ahead.
Thank you for taking my question, and congrats on the deal. My question relates to, you know, how this transaction benefits from your JV in Saudi Arabia with Sanad and on the focus towards unconventional drilling?
Actually, I think it very, very well complements our position there. You know, we have our own some casing running services operations there already. And in the U.S., as you know, we're rolling out our integrated model of casing running services. So I think the combined footprint in Saudi Arabia, combined with the new model, gives us a growth opportunity there. Not only the Sanad rigs, but on third-party rigs. Both Nabors and Parker have a good share of the third-party rig market, not just Sanad. So I think overall, it gives us a great opportunity for growth in that market.
A comment, Waqar. That's a great question because Nabors Drilling Solutions does particularly well in unconventional basins. The expansion in Saudi Arabia, the unconventional activity, is going to be very beneficial to, not only Sanad, but also NDS in Saudi Arabia.
Tony, could you give us some color on the motivation of the seller or how did this transaction come about?
Sure. Well, as you know, Parker went through a reorg, and therefore, the seller, the owners of the company were unnatural buyers in the sense that they were former debt guys, and they were looking for an opportunity to exit, and they understand the market where it is today. And the benefit of our transaction is we're the logical buyer because of the all the synergies on the deal. And the fact is that they see great upside in Nabors' stock price, and you can see they're so willing to take a low transaction multiple on this deal because of that. And the deal was structured with a collar to protect Nabors' shareholders as well, which I think is very important to deal when you look at the structure of the deal.
It's only attractive from a transaction multiple point of view, as William said, 2.2x synergies, but the collar ensures that if the market reacts as it should to this transaction, the stock blows through the $100 price, that the 4.8 shares comes down. Now, the seller understood all this, but they believe in the long-term story of Nabors, and we spent some time talking with them through it, and they bought into the whole thesis of the transaction, which we're very proud of.
Great. Thank you very much.
Thank you.
Congrats again. Yeah.
The next question comes from Keith Mackey with RBC Capital Markets. Please go ahead.
Yeah, thank you, and good morning.
Morning.
Good morning. Maybe just keeping on with the structure of the deal, can you just talk about any applicable share lockup in the 4.8 million shares that will be issued to the seller?
Sure. The almost 80%-85% of the shares in the deal are locked up already in the deal. So we have high confidence in closing of the transaction.
Of the lockup for sale.
Oh, I mean, post deal
There's some ninety-day lockup. Some of the shares could be sold initially, but most of it is locked up for ninety days.
Okay. Thank you for that. That's helpful. And just on Quail, you mentioned the advantage there or the amount of long horizontals that the business is involved in. Can you just talk about any specific advantage that the business might have in terms of winning a lot of that longer horizontal work, or is it mostly just a matter of geographic distribution?
Y eah, well, obviously, what's happening, especially with the larger operators, is the migration to the longer laterals. Quail has the blue chip customer base already, representing most of the major players there, and therefore, as they go into that direction, Quail is well positioned to do that. In fact, they're already growing in that segment for that reason. So it's only natural.
Then combined with the fact that Nabors rigs today, as you all know, are the rigs most capable for doing the longer laterals, and we have the extra equipment, like the top drive, which has the extra torque to accomplish the longer lateral. So this just reinforces the package that we have to meet the needs of these customers that wanna move to longer laterals. Obviously, with the longer laterals, meaning even with the same well count, you get more revenue on the pipe. So basically, it's a way, even with a sideways rig count, to get more benefit out of the longer laterals through the Quail play, and that's the concept.
Keith, I'd like to point out also that Quail is by far the largest player in the field in the industry. We do the same thing as Nabors. We try to also be in that business, and in fact, we are in that business. But our cost in buying the drill pipe is much higher than what Quail manages to achieve, given their size and their scale. I think that their main advantage is, in fact, the knowledge of the business, the relationships with the clients, the reliability and dependability, and of course, a cost advantage that they manage to have because of their size.
Thank you very much. I'll leave it there.
Thanks, Keith.
The next question comes from Kurt Hallead with Benchmark . Please go ahead.
Hey, good afternoon, good morning, whatever time we may be in at this point. Hey, thanks for doing this call, and thanks for the info. So I've got a couple of questions. First, you know, when you look at the customer makeup in the U.S., I think it's fair to assume that, you know, there's a significant overlap in the customers. So the question being, is there some customers that Parker is dealing with that you guys have always wanted to, you know, get a bigger share of the wallet for, that they bring to the table? Or, you know, is it just the overlap is what it is, and you don't really see an opportunity to really grow your customer list per se?
I think it's like in most deals, there's, it's a mix. There's a mix. I mean, I think there's a lot of the core customers that we have today, there is an overlap, but they do bring some other customers, and obviously there's some, not the super majors, but other, other ones that they actually bring to the table. The other thing about Parker is that their, their sales force is a very motivated sales force, and they're very successful, and then we think that's gonna help drive not only the stuff that's in their current portfolio, but other, some of the other NDS products and services that Nabors has.
There's a double benefit here from the transaction in terms of building on their organization and their sales expertise, help sell and put more heft behind the NDS products being sold in the Lower 48, particularly on third-party rigs, which, you know, where they would have a real advantage compared to what we do today. So that's the added benefit. So it's both, you know, customer mix as well as the ability to take our existing stuff and help drive more, more, more penetration.
And, Kurt, I think there's a couple of markets where they are strong, like in the Emirates and India, for instance. We also like their O&M in the North Sea. I'm sorry, in Canada offshore and in Alaska. So those are certain different segments where we participate, but where they, in the particular segments, have access to some clients that we haven't had traditionally in the past. So we are very excited to exploit those relationships.
Okay. All right. And then, you know, so Tony, given, you know, all the rapidly evolving dynamics around, you know, automation, machine learning, AI, et cetera, and what you guys going on with your rig technologies business, do you see a possibility to, you know, kind of connect what's going on with the drilling solutions business, with what you got going on with your rig technologies business?
Oh, absolutely. I think there's a huge link that's in process right now. As I've alluded to in the comments about casing running services, the casing running services that we're really pressing is not the conventional casing running services, but what we're calling the integrated model, where we bring a CRT tool, and then we're gonna have changes to the control system to try to make casing as automated as possible without needing an extra casing crew, maybe just one additional person at the rig site to do the casing. And that's in process. And with this acquisition, we have the scale and the wherewithal to really help drive that, the market change there, because I strongly believe the market needs to do that, particularly on casing.
I think it's a very antiquated model, where you have separate casing companies come out with a separate crew, a separate overhead, separate safety regulations, and as you know, casing on the rig is where the big, a lot of accidents occur, and so if we can integrate that into the rig, which is my philosophy of going forward, that's a big win for both the operator and for us, and so, you know, we're pretty committed to trying to make that happen.
Okay. Now, if I may, last one on the rig front, right? So they got some U.S. rigs, some international rigs, and they got some barge rigs, which I know you guys have done platform work, but not necessarily barge work in the past. So multi-part, what's the land rig quality, you know, relative to what you currently have? How's the contract status of those land rigs, and what do you eventually see as being, you know, the synergy or upside that the barge rigs can bring to your platform?
The barge rigs are going to be an open evaluation to understand that we've been in the barge rig business in the past, as you know, and but the market's a limited market. It's mainly the transition zone down there, and we'll evaluate that going forward. On the land rigs themselves, in Alaska, of course, they have a good position there with some good quality equipment.
Internationally, they have operations in Kazakhstan and Bangladesh, where they're operating for super majors with, again, good quality rigs. So on the land rig side, it's only additive. The barge rigs is gonna be something we're gonna have to examine what the best way to go forward to extract more value, because as you know, the market there is not a big demand growth market right now. We have to figure out what we want to do.
But most of the land rigs are working except for one, right now, Kurt, so we are [crosstalk]
Yeah, what's the duration of the international contract?
It's similar to ours. I mean, most contracts in the international market tend to be four years or more, because of the difficulty of bringing rigs in and the fact that you don't have a large dynamic market in fleet from various competitors in those markets, so.
Gotcha. Thank you, guys. Appreciate it.
The next question comes from Josh Jang with Daniel Energy Partners. Please go ahead.
Thanks. Good morning. I just wanted to touch on, first, maybe taking a step back, Tony, you gave some thoughts about customer consolidation. I'm curious, with that as a backdrop, if you could just give your thoughts on the general market today in North America, what you're also seeing internationally, which probably has a bit more stability, and how all of that folds into why this was the right time for you to do a deal like this.
You know, the operators' quest to lower BOE costs is in continual and will always be there. And so they're on that train to do that, and therefore, consolidation is one of the natural things and natural pressures. I think what's happening is some of the low-hanging fruit is like, on most things that have now occurred, and I think there's going to be a digestion period now. And while that settles out, I think, you know, everyone's trying to reposition. And I think in this, in this environment right now, this transaction puts us in a really good position to do that. I think, you know, obviously, the international market with the oil price right now, there's been a little bit of wind at people's sails, including we saw Saudi Arabia taking down some rigs as well.
Again, I think our whole strategy has been to try to position ourselves with the quality rigs, with the quality customers, in a way to always be a player and protect ourselves and position ourselves for growth. And with the NDS strategy, it's always to figure out a way to how to grow well content and therefore our business in a sideways market. And if you look at the tracker for the past couple of years, we've been really successful doing that. So this whole transaction plays to that thesis. It also plays to the thesis that I do believe our industry, as capital intensive as it's been, is really a little bit backwards compared to other industries out there. You would think with our capital intensity, there would be a lot of technology evolution.
It hasn't really happened, which really affects the cost curve and ability to get those new margins down. I think operators have. They only can extract so much benefit from lowering costs on the supply chain. There is the law of diminishing returns, and technology is the only way to do that. And so this transaction just improves our wherewithal to actually drive some of that change. And as you all know, you know, we strongly believe that the industry is ripe for some technology that will actually, in the longer term, serve the operators very well by helping them automate and move things down the cost curve. And so that, this transaction places us in consistent with that as an objective as well.
Understood. Thanks for all that detail. And just as a follow-up, you mentioned being the largest casing running operator in Saudi and the UAE, for Parker. Could you just talk about the other international markets that you expect to see growth in, with that business, where they've been successful over the last couple of years, and your thoughts going forward?
Sure. Well, obviously, elsewhere in the Middle East, I mean, in West Africa, I think all the places where Nabors operate today are natural targets. And obviously, in South America, where Nabors are already is doing stuff with NDS, in Argentina and Colombia, we're also natural targets. Mexico as well, and Indonesia is another place where those services also are applicable. In all those markets, there's great opportunity for additional penetration.
Thank you very much.
Again, if you have a question, please press star and then one. Our next question comes from Evgeny Vasilyev with VR Capital. Please go ahead.
Good morning, and thanks a lot for taking my question. I wanted to better understand the rationale for this deal in the context of very significant dilution associated with this deal for the existing shareholders. As far as I understood, the Nabors strategy has been growing international business, and with recent refinancing, seems like you had multiple years without any substantial maturities left. So I was wondering, like, issuing 50% more shares at what seems like multi-year bottom, you know, for the stock price, would make sense for the existing shareholders. Thank you.
Thank you, Evgeny. I think we looked at this transaction very closely, and what we're seeing is that we are adding a cash-generating business with actually better cash generation potential than our current fleet to our business. We are also seeing that business is growing very fast, and it's actually growing faster than Nabors. So we're adding a business that actually should perform as well as Nabors, if not better. So the issuing of the shares comes with a you can call dilution, but it comes with a business that is just as strong in terms in proportion as Nabors currently today, in terms of cash flow generation and growth potential.
Also, entry cost of the deals at a multiple that I think is best in class in the marketplace. When you compare us to other transactions that have been done, a 2.2 multiple of enterprise value to EBITDA is market setting rate compared to other transactions. So it's a very low entry cost. Even though it's a lot of shares, it's still a very low entry cost, and therefore, we think that combination makes really a lot of sense.
We think that the difference in multiples between the deal and we're trading is positive for the deal. But also, we think that by reducing our leverage from 2.3 to 1.9, I think in general, investors will perceive the deal favorably.
Okay, thank you.
Thanks again.
Our next question comes from Eddie Kim with Barclays. Please go ahead.
Hi, good morning. Just wanted to touch on Parker's kind of growth trajectory over the past couple of years. That, it seems like they've had pretty significant growth since 2021, as shown on slide 11. Just curious if that's been mostly organic growth or if there's been some large M&A transactions over that time period?
Yeah, it's basically organic growth.
They've been benefiting from the expansion in international, of course, which we're seeing at Nabors as well. But also, Quail has been benefiting from the longer laterals trend and some of the things they have done internally to improve their position. And actually, Quail has been, despite being in a market that has fallen significantly because of the natural gas drilling, they still have managed to continue improving and growing.
Got it. Understood. Any kind of preliminary thoughts on growth for next year? I know it might be a little early, but just thought I'd ask.
Good, good try.
Got it.
Yeah, I mean, what we can tell you is that we think international is going to be continuing to drive our growth, and we're starting to feel better about the U.S. market as well.
Okay. Okay, understood, and just last question. I assume the vast majority of Parker's business is onshore, but I know you mentioned that they do have some offshore exposure as well. So just curious what the overall kind of onshore/offshore split of Parker's business is today.
I don't have a number, but, you know, qualitatively, it's the O&M business. They are offshore in Gulf of Mexico, some casing services and again, O&M stuff there. So t hey the segments are.
They have rentals offshore of drill pipe, O&M business, and casing running.
Yep.
Those three businesses are basically... And then the barges as well, but the barges is not a very significant business right now.
Okay. So would you say it's like 80/20 onshore, offshore, or thereabouts?
Roughly.
Okay. Okay, understood. Great! That was all I had. I'll turn it back.
This concludes our question and answer session. I would like to turn the conference back over to Mr. Conroy for any closing remarks.
Thank you for joining us on our call this morning. If you have any additional follow-ups, please just reach out to us. Dave, with that, we'll wrap up the call here. Thank you.
The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.