Filed Pursuant to Rule 424(b)(3)
Registration Nos. 333-136797
333-136797-01
Prospectus Supplement No. 5
(To Prospectus Dated August 21, 2006)
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NABORS INDUSTRIES, INC.
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NABORS INDUSTRIES LTD. |
$2,750,000,000
0.94% SENIOR EXCHANGEABLE NOTES DUE 2011
GUARANTEED BY NABORS INDUSTRIES LTD.
COMMON SHARES, PAR VALUE U.S.$0.001 PER SHARE, OF NABORS INDUSTRIES LTD.
ISSUABLE UPON EXCHANGE OF THE NOTES
GUARANTEE OF NABORS INDUSTRIES LTD.
This prospectus supplement, which supplements the prospectus filed by Nabors Industries, Inc.
(the Company) and Nabors Industries Ltd. (Nabors) on August 21, 2006, as supplemented on
September 7, 2006, September 22, 2006, October 9, 2006 and November 13, 2006 will be used by
selling security holders to resell the notes and the common shares issuable upon the exchange of
the notes. You should read this prospectus supplement in conjunction with the related prospectus,
as previously supplemented, which is to be delivered by selling security holders to prospective
purchasers along with this prospectus supplement.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
You should read and rely only on the information contained in the prospectus supplements and
the related prospectus, together with those documents incorporated by reference, as described on
page (iii) of the related prospectus under Incorporation By Reference. Neither the Company,
Nabors nor any selling security holder has authorized any person to provide you with different or
additional information. If anyone provides you with different or additional information, you
should not rely on it. The selling security holders are offering to sell, and are seeking offers
to buy, the securities only in jurisdictions where offers and sales are permitted. Neither this
prospectus supplement nor the related prospectus, as previously supplemented, constitutes an offer
to sell, or a solicitation of an offer to buy, any securities by any person in any jurisdiction in
which it is unlawful for such person to make such an offer or solicitation. You should not assume
that the information contained in this prospectus supplement or the related prospectus, as
previously supplemented, is accurate as of any date other than the date on the front cover of the
respective document.
Investing in the notes or Nabors common shares issuable upon exchange of the notes involves risks.
See Risk Factors, beginning on page 5 of the related prospectus.
The date of this prospectus is January 25, 2007.
The information set forth in the following table modifies and supplements the information
set forth in the table appearing under the heading Selling Security Holders in the related
prospectus. The information is based on information provided to the Company and Nabors by or on
behalf of the selling security holders on or prior to January 25, 2007 and has not been
independently verified by the Company and Nabors. Since the date on which each selling security
holder identified below provided this information, any of these selling security holders may have
sold, transferred or otherwise disposed of all or a portion of its securities in transactions
exempt from the registration requirements of the Securities Act or pursuant to the prospectus to
which this prospectus supplement relates. The selling security holders may from time to time offer
and sell pursuant to the prospectus or supplements thereto any or all of the securities. Because
the selling security holders are not obligated to sell securities, the Company cannot estimate the
amount of the notes or how many of Nabors common shares the selling security holders will hold
upon consummation of any such sales. Information about other selling security holders, if any, will
be provided in one or more prospectus supplements or post-effective amendments to the registration
statement of which the prospectus is a part.
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0.94% Senior Exchangeable |
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Notes Due 2011 |
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Common Shares |
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Principal Amount |
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of Notes |
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Percentage |
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Nabors Common |
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Beneficially |
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of Notes |
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Shares Owned |
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Number of |
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Number of |
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Owned and |
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Outstanding |
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Prior to the |
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Shares Offered |
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Shares Held |
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Name |
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Offered Hereby(1) |
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Before Offering |
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Offering(1)(2) |
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for Sale(1) |
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After Offering |
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Alembic Ltd. |
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$ |
94,000 |
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* |
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2,051 |
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2,051 |
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0 |
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BMO Nesbitt Burns Inc. (3) |
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$ |
3,000,000 |
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* |
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65,466 |
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65,466 |
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0 |
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Captive Investors Fund |
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$ |
1,184,000 |
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* |
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25,837 |
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25,837 |
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0 |
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Family Service Life Insurance Company (4) |
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$ |
100,000 |
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* |
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2,182 |
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2,182 |
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0 |
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Guardian Life High Delta Convertibles (4) |
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$ |
2,000,000 |
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* |
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43,644 |
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43,644 |
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0 |
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Guardian Life Insurance Company (4) |
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$ |
8,500,000 |
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* |
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185,487 |
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185,487 |
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0 |
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Guardian Pension Trust (4) |
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$ |
700,000 |
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* |
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15,275 |
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15,275 |
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0 |
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Performa International Convertible Bond Fund |
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$ |
2,981,000 |
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* |
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65,051 |
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65,051 |
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0 |
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Swiss Re Financial Products Corporation (5). |
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$ |
42,500,000 |
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1.55 |
% |
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1,774,456 |
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927,439 |
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847,017 |
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Tricor Re Investment Fund |
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$ |
241,000 |
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* |
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5,259 |
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5,259 |
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0 |
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* |
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less than one percent |
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(1) |
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Includes Nabors common shares issuable upon exchange of the notes
based on the initial exchange rate of 21.8221 common shares per $1,000
principal amount of the notes. However, on exchange, the principal
amount of the notes will be paid in cash and the exchange rate is
subject to adjustment as described under Description of the Notes
Exchange of Notes. As a result, the number of common shares issuable
upon exchange of the notes may increase or decrease in the future. |
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(2) |
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In calculating the Number of Nabors Common Shares Owned Prior to the
Offering, we treated as outstanding the number of Nabors common
shares issuable upon exchange of all of that particular holders notes
in accordance with the applicable referenced exchange rates. |
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(3) |
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BMO Nesbitt Burns Inc. is a subsidiary of Bank of Montreal Toronto,
a publicly traded company. BMO Nesbitt Burns Inc. is also
broker-dealer. Stephen Church has the power to vote and dispose of
the security held by BMO Nesbitt Burns Inc. |
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(4) |
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The selling security holder is an affiliate of Park Avenue Securities
and Guardian Life Investor Services, LLC, broker-dealers which are
indirect wholly-owned subsidiaries of the Guardian Life Insurance
Company of America (Guardian Life). John Murphy, Managing Director
of Guardian Life, has the power to vote and dispose of the securities
held by the selling security holder. |
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(5) |
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Swiss Re Financial Products Corporation is a wholly owned subsidiary
of Swiss Re, a publicly traded company and investment company under
the Investment Company Act of 1940. The number of Nabors Common
Shares Owned Prior to the Offering by Swiss Re Financial Products
Corporation includes 847,017 Nabors common shares held as shares
rather than issuable pursuant to exchange. |