UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 21, 2018
Weatherford International public limited company
(Exact name of registrant as specified in its charter)
Ireland | 001-36504 | 98-0606750 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
Weststrasse 1, 6340 Baar, Switzerland | CH 6340 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: +41.22.816.1500
Not Applicable | ||||
(Former name or former address, if changed since last report) | ||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 7.01 | Regulation FD Disclosure. |
On February 21, 2018, Weatherford International plc (the “Company”) announced that Weatherford International Ltd., a Bermuda exempted company and an indirect, wholly owned subsidiary of the Company, commenced a tender offer (the “Tender Offer”) to purchase for cash any and all of its 9.625% senior notes due 2019. The Tender Offer is subject to the terms and conditions set forth in the Offer to Purchase and related notice of guaranteed delivery dated February 21, 2018. A copy of the press release related to the Tender Offer is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Additionally, on February 21, 2018, Weatherford International, LLC, a Delaware limited liability company and an indirect, wholly owned subsidiary of the Company, announced that it had commenced a private placement (the “Notes Offering”) of $600 million in aggregate principal amount of senior notes due 2025. A copy of the press release related to the Notes Offering is attached hereto as Exhibit 99.2 and incorporated herein by reference.
The information provided pursuant to this Item 7.01 is “furnished” and shall not be deemed to be “filed” with the Securities and Exchange Commission or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filings.
Item 9.01 | Financial Statements and Exhibits. | |
(d) | Exhibits | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Weatherford International plc | |
Date: February 21, 2018 | |
/s/ Christoph Bausch | |
Christoph Bausch | |
Executive Vice President and Chief Financial Officer | |
EXHIBIT INDEX
Exhibit Number | Exhibit Description | |
99.1 | Press release, dated February 21, 2018, relating to the Tender Offer. | |
99.2 | Press release, dated February 21, 2018, relating to the Notes Offering. | |
Exhibit 99.1
 | News Release |
Weatherford Announces a Cash Tender Offer
for Outstanding 9.625% Senior Notes due 2019
Baar, Switzerland, February 21, 2018 – Weatherford International plc (NYSE: WFT) (the “Company” or “Weatherford”) announced today that Weatherford International Ltd., a Bermuda exempted company and indirect, wholly owned subsidiary of the Company (“Weatherford Bermuda”), commenced a tender offer (the “Tender Offer”) to purchase for cash any and all of its 9.625% senior notes due 2019 (the “Notes”).
The terms and conditions of the Tender Offer are described in an Offer to Purchase, dated February 21, 2018 (the “Offer to Purchase”) and a related notice of guaranteed delivery (together with the Offer to Purchase, the “Offer Documents”) .
The Tender Offer will expire at 5:00 p.m., New York City time, February 27, 2018, unless extended or earlier terminated by Weatherford Bermuda (the “Expiration Time”). No tenders submitted after the Expiration Time will be valid. Subject to the terms and conditions of the Tender Offer, the consideration for each $1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Tender Offer will be the tender offer consideration for the Notes set forth in the table below (the “Tender Offer Consideration”), plus accrued and unpaid interest, if any, on such Notes from the last interest payment date with respect to those Notes to, but not including, the Settlement Date (as such term is defined in the Offer to Purchase).
Title of Notes | CUSIP Number | Aggregate Principal Amount Outstanding | Tender Offer Consideration (1) |
9.625% Senior Notes due 2019 | 947075AF4 | $485,196,000 | $1,069.00 |
(1) Per $1,000 principal amount of Notes. Does not include accrued and unpaid interest, which will also be payable as provided herein.
Tendered Notes may be withdrawn from the Tender Offer prior to the earlier of (i) the Expiration Time and (ii) if the Tender Offer is extended, the 10th business day after the commencement of the Tender Offer, and as otherwise required by law.
The Tender Offer is not conditioned upon any minimum amount of Notes being tendered. However, the Tender Offer is subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase, including the completion by Weatherford International, LLC, a Delaware limited liability company, of its concurrently announced offering of senior notes.
Deutsche Bank Securities Inc., Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, Skandinaviska Enskilda Banken AB (publ), TD Securities (USA) LLC, RBC Capital Markets, LLC, Barclays Capital Inc., Standard Chartered Bank, UniCredit Capital Markets LLC and BBVA Securities Inc. are the dealer managers in the Tender Offer. D.F. King & Co., Inc. has been retained to serve as both the tender agent and the information agent for the Tender Offer. Persons with questions regarding the Tender Offer should contact Deutsche Bank Securities at (toll-free): (855) 287-1922 or (collect): (212) 250-7527. Requests for copies of the Offer Documents and other related materials should be directed to D.F. King & Co., Inc. at (toll-free): (888) 541-9895 or by email to weatherford@dfking.com or via the following web address: www.dfking.com/weatherford.
None of the Company, its board of directors, the dealer managers, the depositary or the information agent or any of the Company, Weatherford Bermuda, or their respective affiliates, makes any recommendation as to whether holders of the Notes should tender
any Notes in response to the Tender Offer. The Tender Offer is made only by the Offer Documents. The Tender Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the Tender Offer is required to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of Weatherford Bermuda by the dealer managers, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
ABOUT WEATHERFORD INTERNATIONAL PLC
Weatherford is one of the largest multinational oilfield service companies providing innovative solutions, technology and services to the oil and gas industry. The Company operates in approximately 90 countries and has a network of approximately 880 locations, including manufacturing, service, research and development, and training facilities and employs approximately 29,200 people.
FORWARD-LOOKING STATEMENTS
This press release includes forward-looking statements as defined under federal law, including, those related to the Company’s potential securities offering and tender offers. These forward-looking statements are generally identified by the words “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “may,” “should,” “could,” “will,” “would,” and “will be,” and similar expressions, although not all forward-looking statements contain these identifying words. Such statements are subject to significant risks, assumptions and uncertainties. Known material factors that could cause the Company’s actual results to differ materially from the results contemplated by such forward-looking statements are described in the risk factors in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and those risk factors set forth from time-to-time in other filings with the Securities and Exchange Commission. Weatherford undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events, or otherwise, except to the extent required under federal securities laws.
Investor Contacts:
Christoph Bausch | +1.713.836.4615 |
Executive Vice President and Chief Financial Officer | |
Karen David-Green | +1.713.836.7430 |
Vice President – Investor Relations, Marketing and Communications | |
Exhibit 99.2
| News Release |
Weatherford Announces Private Offering of $600 Million of Senior Notes
Baar, Switzerland, February 21, 2018 – Weatherford International plc (NYSE: WFT) (the “Company” or “Weatherford”) announced today the launch of a private offering (the “Offering”) of $600 million aggregate principal amount of senior notes due 2025 (the “Notes”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in accordance with Regulation S under the Securities Act. The Notes will be senior, unsecured obligations of Weatherford International, LLC, a Delaware limited liability company and an indirect, wholly owned subsidiary of the Company. The Notes will be fully and unconditionally guaranteed, on a senior, unsecured basis, by the Company and by Weatherford International Ltd., a Bermuda exempted company and an indirect, wholly owned subsidiary of the Company.
The purpose of the Offering is to repay in full the Company’s 6.00% senior notes due March 2018, to fund a concurrently announced tender offer (the “Tender Offer”) to purchase for cash any and all of the Company’s 9.625% senior notes due 2019 and for debt repayment. The Offering is not conditioned on the consummation of the Tender Offer. The Tender Offer is conditioned on, among other things, the Offering.
The Notes will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities described above, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
ABOUT WEATHERFORD INTERNATIONAL PLC
Weatherford is one of the largest multinational oilfield service companies providing innovative solutions, technology and services to the oil and gas industry. The Company operates in approximately 90 countries and has a network of approximately 880 locations, including manufacturing, service, research and development, and training facilities and employs approximately 29,200 people.
FORWARD-LOOKING STATEMENTS
This press release includes forward-looking statements, including, but not limited to, those related to the Offering and the use of proceeds therefrom, including the repayment of the 2018 Notes and the Tender Offer. These forward-looking statements are generally identified by the words “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “may,” “should,” “could,” “will,” “would,” and “will be,” and similar expressions, although not all forward-looking statements contain these identifying words. Such statements are subject to significant risks, assumptions and uncertainties. Known material factors that could cause the Company’s actual results to differ materially from the results contemplated by such forward-looking statements are described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and those risk factors set forth from time-to-time in other filings with the Securities and Exchange Commission. Weatherford undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events, or otherwise, except to the extent required under federal securities laws.
Investor Contacts:
Christoph Bausch | +1.713.836.4615 |
Executive Vice President and Chief Financial Officer | |
Karen David-Green | +1.713.836.7430 |
Vice President – Investor Relations, Marketing and Communications | |