Transaction Valuation* | Amount of Filing Fee** | |
$681,521,712.48 | $48,592.50 | |
* | Estimated for purposes of calculating the amount of the filing fee only, in accordance with Rule 0-1l(d) under the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act). The transaction valuation was calculated by multiplying the offer price of $22.12 per share by 33,810,204, the number of shares of common stock, par value $0.01 per share (Shares), of Superior Well Services, Inc. (Superior) outstanding on a fully diluted basis as of August 4, 2010, as represented by Superior in the Agreement and Plan of Merger, dated as of August 6, 2010, with Nabors Industries Ltd. and Diamond Acquisition Corp., which Shares consist of 30,810,204 Shares issued and outstanding, plus 3,000,000 Shares that would be issued upon conversion of the 4% Series A Convertible Preferred Stock. | |
** | The filing fee was calculated in accordance with Rule 0-11 of the Exchange Act and Fee Rate Advisory #4 for fiscal year 2010, issued December 17, 2009, by multiplying the transaction value of $681,521,712.48 by 0.00007130. |
o | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: None.
|
Filing Party: Not applicable. | |
Form or Registration No.: Not applicable.
|
Date Filed: Not applicable. |
o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
þ | third-party tender offer subject to Rule 14d-1. | ||
o | issuer tender offer subject to Rule 13e-4. | ||
o | going-private transaction subject to Rule 13e-3. | ||
o | amendment to Schedule 13D under Rule 13d-2. |
Items 1 through 11 | ||||||||
Item 12. Exhibits | ||||||||
Item 13. Information Required by Schedule 13E-3 | ||||||||
SIGNATURE | ||||||||
EXHIBIT INDEX | ||||||||
EX-99.A1.A | ||||||||
EX-99.A1.B | ||||||||
EX-99.A1.C | ||||||||
EX-99.A1.D | ||||||||
EX-99.A1.E | ||||||||
EX-99.A1.F |
(a)(1)(A)
|
Offer to Purchase, dated August 11, 2010. | |
(a)(1)(B)
|
Form of Letter of Transmittal. | |
(a)(1)(C)
|
Form of Notice of Guaranteed Delivery. | |
(a)(1)(D)
|
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | |
(a)(1)(E)
|
Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | |
(a)(1)(F)
|
IRS Form W-9. | |
(a)(5)(A)
|
Press Release Issued by Nabors and Superior, dated August 9, 2010, announcing the execution of the Merger Agreement by and among Nabors, Offeror and Superior (incorporated by reference to the Form 8-K filed by Nabors on August 9, 2010). | |
(d)(1)
|
Agreement and Plan of Merger, dated as of August 6, 2010, by and among Nabors, Offeror and Superior (incorporated by reference to the Form 8-K filed by Nabors on August 9, 2010). | |
(d)(2)
|
Tender and Voting Agreement, by and among Nabors, Offeror and certain stockholder signatories thereto, dated as of August 6, 2010 (incorporated by reference to the Form 8-K filed by Nabors on August 9, 2010). |
NABORS INDUSTRIES LTD. |
||||
By: | /s/ Mark D. Andrews | |||
Name: | Mark D. Andrews | |||
Title: | Corporate Secretary | |||
DIAMOND ACQUISITION CORP. |
||||
By: | /s/ Jose S. Cadena | |||
Name: | Jose S. Cadena | |||
Title: | Vice President | |||
(a)(1)(A)
|
Offer to Purchase, dated August 11, 2010. | |
(a)(1)(B)
|
Form of Letter of Transmittal. | |
(a)(1)(C)
|
Form of Notice of Guaranteed Delivery. | |
(a)(1)(D)
|
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | |
(a)(1)(E)
|
Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | |
(a)(1)(F)
|
IRS Form W-9. | |
(a)(5)(A)
|
Press Release Issued by Nabors and Superior, dated August 9, 2010, announcing the execution of the Merger Agreement by and among Nabors, Offeror and Superior (incorporated by reference to the Form 8-K filed by Nabors on August 9, 2010). | |
(d)(1)
|
Agreement and Plan of Merger, dated as of August 6, 2010, by and among Nabors, Offeror and Superior (incorporated by reference to the Form 8-K filed by Nabors on August 9, 2010). | |
(d)(2)
|
Tender and Voting Agreement, by and among Nabors, Offeror and certain stockholder signatories thereto, dated as of August 6, 2010 (incorporated by reference to the Form 8-K filed by Nabors on August 9, 2010). |