Nabors Industries Ltd. · NYSE:NBR
Nabors Industries — Merger or Acquisition (March 2025)
28 slides from Nabors Industries's merger presentation, Mar 12, 2025
Slide 1: Transformational Value Creation
Nabors Industries Transformational Value Creation March 12, 2025
Slide 2: Forward-Looking Statements
NABORS INDUSTRIES Forward-Looking Statements We often discuss expectations regarding our future markets, demand for our products and services, and our performance in our annual, quarterly, and current • our ability to retain key personnel of Nabors and Parker; reports, press releases, and other writ
Slide 3: Strong Drivers of Value
Parker SANAD (Saudi Arabia Wellbore Nabors Drilling) Powered by Bing Large-scale drilling operation with unique growth Nabors completes acquisition of Parker Wellbore trajectory and potential for value creation • Adds Quail Tools, industry’s premier tubular rental • 2025 adjusted EBITDA forecast of
Slide 4: Parker Wellbore Acquisition
Parker Wellbore Acquisition N A B O R S . C O M 4
Slide 5: Addition of Parker Wellbore Drives Significant Benefits
Nabors Industries and Parker Wellbore Addition of Parker Wellbore Drives Significant Benefits Incremental Expands Nabors Adds Quail Enhances scale Strengthens adjusted FCF Drilling Solutions Tools to NDS with growing international and improves (NDS) portfolio franchise presence leverage metrics Esti
Slide 6: Parker Brings Impactful Operations to Nabors
Nabors Industries and Parker Wellbore Parker Brings Impactful Operations to Nabors Surface and › Quail #1 in U.S. drill pipe rental Tubular Rentals 51% › Scaling in major International markets 2024 ACTUAL REVENUE U.S. AND INTERNATIONAL Casing and 14% › Onshore and Offshore › #1 in Saudi Arabia Tubul
Slide 7: The Transaction
• Nabors acquires Parker Wellbore: 4.8 million shares of Nabors common stock Transaction subject to certain adjustments Structure and Approximately $100 million of net debt • Normalized full-year 2025E adjusted EBITDA of Purchase Price ~$190 million including $40 million in synergies • Immediate
Slide 8: Projected 2025 Annualized Contributions from Parker
Nabors Industries and Parker Wellbore Projected 2025 Annualized Contributions from Parker Nabors Segments Adj. EBITDA Impact Market Outlook and Parker U.S. Drilling ⟩ Adjusted EBITDA of ~$16 million Contribution: ⟩ Growth in lateral lengths in the International Drilling ⟩ Adjusted EBITDA of ~$12 mil
Slide 9: SANAD
SANAD Saudi Aramco Nabors Drilling N A B O R S . C O M 9
Slide 10: SANAD (Saudi Aramco Nabors Drilling)
SANAD SANAD (Saudi Aramco Nabors Drilling) Overview Key Facts ⟩ SANAD is a 50/50 joint venture between ⟩ Fully funded internally with initial capital and Saudi Aramco and Nabors Industries cash flow generation from legacy and new build rigs ⟩ A flagship project strategically established as part of t
Slide 11: SANAD Operating Rig Fleet
SANAD SANAD Operating Rig Fleet › Wholly-owned by SANAD Owned Rigs 15 RIGS › 10 Contributed by Nabors at inception › 5 Contributed by Saudi Aramco at inception OPERATING FLEET › Wholly-owned by SANAD 50 rigs Newbuild Rigs 10 RIGS › 5 rigs under construction for deployment in 2025 and early 2026 oper
Slide 12: SANAD – Capitalization and Cash Flows
SANAD SANAD – Capitalization and Cash Flows CONTRIBUTIONS CONTRIBUTIONS ~$394 million ~$394 million ⟩ $20 million cash (equity) ⟩ $20 million cash (equity) ⟩ 10 rigs and assets* ⟩ 5 rigs and assets* THRU 2018 ⟩ $247 million cash* Nabors LEASED RIGS THRU 2018 Saudi Industries Aramco ⟩ 28 rigs SANAD S
Slide 13: Saudi Arabia Drilling Operation - Cash Flows
SANAD Saudi Arabia Drilling Operation - Cash Flows SANAD Revenue - Operating Expense Nabors Lease Payment - Lease Expense Saudi Industries Adjusted Gross Margin Aramco - SG&A Adjusted EBITDA - Capital Expenses Working Cap and Cash Taxes Adjusted FCF Potential Potential Future Distributions Future Di
Slide 14: Newbuild Program Rationale
SANAD Newbuild Program Rationale Targeted Financial Results for $800 $600 SANAD Newbuilds ⟩ High-impact Growth Initiative in Saudi Arabia: A unique, large-scale $700 $500 expansion project in the premier global market ⟩ Strategic Partnership with Saudi Aramco: Collaborating with the $600 $400 world’
Slide 15: Transformational Value Creation for Our Stockholders
SANAD Transformational Value Creation for Our Stockholders Assumes: ⟩ Multiple of 9.5x based on the SANAD average of listed MENA drillers: ADES, ADNOC Drilling and Arabian Drilling ⟩ Maintain utilization of legacy fleet Now At Estimated Cash Flow ⟩ Saudi Aramco awards newbuild Crossover in Late 2027
Slide 16: Robust Businesses Outside of SANAD
Robust Businesses Outside of SANAD N A B O R S . C O M 16
Slide 17: Generated Solid FCF in Legal Entities Outside SANAD
Nabors Industries Nabors Generated Solid FCF in Legal Entities Outside SANAD Nabors Adjusted Free Cash Flow** $200 2024* 2025 Outlook ⟩ Before Parker impact, Nabors expects to generate ~$150 million adjusted FCF outside $150 SANAD in 2025 Adjusted Free Cash Flow (millions) $100 ⟩ Cash flow in legal
Slide 18: Projected Operational Cash Generation for 2025
Nabors Industries Projected Operational Cash Generation* for 2025 Projected 2025 Full-Year Adjusted EBITDA less CAPEX, excluding SANAD Rig ⟩ Before Parker impact, total adjusted EBITDA Technologies less CAPEX for operations projected at ~$460 million in 2025, excluding SANAD Drilling ⟩ Lower 48 mark
Slide 19: Projected Gross Debt Reduction in 2025
Nabors Industries Projected Gross Debt Reduction in 2025 Nabors 2025 Gross Debt Outlook ⟩ Nabors expects to generate ~$150 $3,000 million adjusted FCF outside SANAD $2,607 excluding contribution from Parker $2,505 $2,500 $2,360 ⟩ Parker’s cash at closing and estimated adjusted FCF generation $2,000
Slide 20: Shifting Valuation Towards Sum-of-the-Parts
Shifting Valuation Towards Sum-of-the-Parts N A B O R S . C O M 20
Slide 21: Nabors Earnings-Power Outlook
Nabors Industries and Parker Wellbore Nabors Earnings-Power Outlook Nabors Parker Full Year* ⟩ Rig count between 62 and 64 Lower 48 ⟩ Daily adjusted gross margin of ~$14,600 Alaska and U.S. Offshore ⟩ Combined adjusted EBITDA down ~5% ⟩ Adjusted EBITDA of ~$16 million ⟩ Rig count between 88 and 89 I
Slide 22: Nabors – SOTP Framework
Nabors Industries and Parker Wellbore Nabors – SOTP Framework 2025 PF Adj. EBITDA(1) Peer Multiple(2) EV at Midpoint U.S. Drilling ⟩ ~$410 million ⟩ 4.0x – 4.5x ⟩ $1.7 billion SANAD ⟩ ~$300 million ⟩ 9.0x – 10.0x ⟩ $1.4 billion(4) International Drilling ex-SANAD ⟩ ~$215 million ⟩ 4.5x – 5.0x ⟩ $1.0
Slide 23: Appendix
Appendix N A B O R S . C O M 23
Slide 24: Valuation Metrics as of 12/31/2024
Nabors Industries Valuation Metrics as of 12/31/2024 In millions CASH AND CASH EQUIVALENTS: Cash and cash equivalents, per Balance Sheet 389.7 Less: Cash and cash equivalents held by SANAD 229.4 (1) Cash and cash equivalents held outside of SANAD $ 160.3 SANAD: Mezzanine equity: Redeemable noncontro
Slide 25: Footnotes, Financial Definitions and Disclaimer
Footnotes, Financial Definitions and Disclaimer N A B O R S . C O M 25
Slide 26: Non-GAAP Definitions
Non-GAAP Definitions We do not provide a forward-looking reconciliation of our outlook for Segment Adjusted EBITDA, Segment Gross Margin or Adjusted Free Cash Flow, as the amount and significance of items required to develop meaningful comparable GAAP financial measures cannot be estimated at this t
Slide 27: Reconciliation of Adjusted Free Cash Flow to Net Cash Provided by Operating Activities
NABORS INDUSTRIES Reconciliation of Adjusted Free Cash Flow to Net Cash Provided by Operating Activities Year Ended ( In th ou s an ds) December 31 2024 Net cash provided by operating activities $ 581,432 Add: Capital expenditures, net of proceeds from sales of assets (552,421) Adjusted free cash fl
Slide 28: NABORS.COM
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