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): June 1, 2016
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 Number) | ||
| Bahnhofstrasse 1, 6340 Baar, Switzerland | CH 6340 | |||
| (Address of principal executive offices) | (Zip Code) | |||
+41.22.816.1500
(Registrant’s telephone number, including area code)
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)) |
| Item 7.01 | Regulation FD Disclosure |
On June 1, 2016, Weatherford International plc (the “Company”) issued a press release announcing that Weatherford International, LLC, a Delaware limited liability company and an indirect subsidiary of Weatherford International Ltd., a Bermuda exempted company and an indirect, wholly owned subsidiary of the Company (“Weatherford Bermuda”), and Weatherford Bermuda commenced cash tender offers (the “Tender Offers”) to purchase up to $1.0 billion aggregate purchase price of (i) Weatherford Delaware’s outstanding 6.35% senior notes due 2017 and (ii) Weatherford Bermuda’s outstanding 6.00% senior notes due 2018, 9.625% senior notes due 2019 and 5.125% senior notes due 2020, in each case together with any related guarantees. The Tender Offers are subject to the terms and conditions set forth in an Offer to Purchase dated June 1, 2016. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.
On June 1, 2016, the Company also announced that Weatherford Bermuda launched an underwritten public offering of $1.0 billion aggregate principal amount of exchangeable senior notes due 2021 (the “Exchangeable Notes”). The underwriters will also have an option for 30 days to purchase up to an additional $150 million aggregate principal amount of Exchangeable Notes. The Exchangeable Notes will be fully and unconditionally guaranteed by the Company and Weatherford Delaware, and exchangeable in certain circumstances into ordinary shares of the Company. A copy of the press release is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.
The information provided pursuant to this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, 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. |
| Exhibit No. |
Description | |
| 99.1 | Press release, dated June 1, 2016, relating to the Tender Offers. | |
| 99.2 | Press release, dated June 1, 2016, relating to the Exchangeable Notes. | |
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.
| Dated: June 1, 2016 | WEATHERFORD INTERNATIONAL PLC | |||||
| /s/ Krishna Shivram | ||||||
| Krishna Shivram | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press release, dated June 1, 2016, relating to the Tender Offers. | |
| 99.2 | Press release, dated June 1, 2016, relating to the Exchangeable Notes. | |
Exhibit 99.1
News Release
Weatherford Announces Cash Tender Offers of up to
$1.0 Billion Aggregate Purchase Price
Baar, Switzerland, June 1, 2016 – 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”), and Weatherford International LLC, a Delaware limited liability company and indirect, wholly owned subsidiary of the Company and subsidiary of Weatherford Bermuda (“Weatherford Delaware” and, together with Weatherford Bermuda, the “Offerors”), commenced cash tender offers (the “Tender Offers”) to purchase Weatherford Delaware’s 6.35% senior notes due 2017 (the “2017 Notes”) and Weatherford Bermuda’s 6.00% senior notes due 2018 (the “2018 Notes”), 9.625% senior notes due 2019 (the “2019 Notes”) and 5.125% senior notes due 2020 (the “2020 Notes” and, together with the 2017 Notes, 2018 Notes and 2019 Notes, the “Notes”) for a maximum aggregate purchase price (excluding accrued interest) of up to $1.0 billion (the “Aggregate Maximum Purchase Price”).
The terms and conditions of the Tender Offers are described in an Offer to Purchase, dated June 1, 2016 (the “Offer to Purchase”). The Offerors reserve the right, but are under no obligation, to increase the Aggregate Maximum Purchase Price or the Tender Caps (as defined below), without extending withdrawal rights except as required by law. The amounts of each series of Notes to be purchased may be prorated as set forth in the Offer to Purchase.
| Dollars per $1,000 Principal Amount of Notes |
||||||||||||||||||||||||||
| Issuer |
Title of Security |
CUSIP Number |
Aggregate Principal Amount Outstanding |
Tender Cap | Acceptance Priority Level |
Tender Offer Consideration |
Early Tender Premium |
Total Consideration |
||||||||||||||||||
| Weatherford Delaware |
2017 Notes |
947074AJ9 / 947074AF7/ U94320AC9 |
$ | 600,000,000 | N/A | 1 | $ | 1,020.00 | $ | 30 | $ | 1,050.00 | ||||||||||||||
| Weatherford Bermuda |
2018 Notes |
947075AD9 | $ | 500,000,000 | N/A | 2 | $ | 1,012.50 | $ | 30 | $ | 1,042.50 | ||||||||||||||
| Weatherford Bermuda |
2019 Notes |
947075AF4 | $ | 1,000,000,000 | $ | 250,000,000 | 3 | $ | 990.00 | $ | 30 | $ | 1,020.00 | |||||||||||||
| Weatherford Bermuda |
2020 Notes |
94707VAA8 | $ | 773,088,000 | $ | 100,000,000 | 4 | $ | 805.00 | $ | 30 | $ | 835.00 | |||||||||||||
The Tender Offers will expire at 12:00 midnight, New York City time, at the end of the day on June 28, 2016, unless extended or earlier terminated by either Offeror (the “Expiration Date”). No tenders submitted after the Expiration Date will be valid. Subject to the terms and conditions of the Tender Offers, the consideration for each $1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Tender Offers will be the tender offer consideration for such series of Notes set forth in the table above (with respect to each series of Notes, the “Tender Offer Consideration”). Holders of Notes that are validly
tendered (and not validly withdrawn) prior to 5:00 p.m., New York City time, on June 14, 2016 (such date and time, as it may be extended, the “Early Tender Date”) and accepted for purchase pursuant to the Tender Offers will receive the applicable Total Consideration for such series, which includes the early tender premium for such series of Notes set forth in the table above (with respect to each series of Notes, the “Early Tender Premium”). Holders of Notes tendering their Notes after the Early Tender Date will only be eligible to receive the Tender Offer Consideration, which is the Total Consideration less the Early Tender Premium.
All Notes validly tendered and accepted for purchase pursuant to the Tender Offers will receive the applicable consideration set forth in the table above, plus accrued and unpaid interest on such Notes from the last interest payment date with respect to those Notes to, but not including, the applicable Settlement Date (as such term is defined in the Offer to Purchase) (“Accrued Interest”).
Tendered Notes may be withdrawn from the Tender Offers prior to 5:00 p.m., New York City time, on June 14, 2016, unless extended by Weatherford Bermuda or Weatherford Delaware (such date and time, as it may be extended, the “Withdrawal Deadline”). Holders of Notes who tender their Notes after the Withdrawal Deadline, but prior to the Expiration Date, may not withdraw their tendered Notes.
Each Offeror reserves the right, but is under no obligation, subject to the satisfaction or waiver of the conditions to the Tender Offers, to accept for purchase any Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date, at any point following the Early Tender Date and before the Expiration Date (the “Early Settlement Date”), subject to the Acceptance Priority Levels, the Aggregate Maximum Purchase Price and the Tender Caps. The Early Settlement Date will be determined at each Offeror’s option and is currently expected to occur on June 15, 2016, subject to all conditions to the Tender Offers having been either satisfied or waived by the applicable Offeror. Irrespective of whether the Offerors choose to exercise their respective option to have an Early Settlement Date, such Offeror will purchase any remaining Notes that have been validly tendered and not validly withdrawn at or prior to the Expiration Date and that such Offeror chooses to accept for purchase promptly following the Expiration Date, subject to all conditions to the Tender Offers having been either satisfied or waived by such Offeror (the “Final Settlement Date”, the Final Settlement Date and the Early Settlement Date each being a “Settlement Date”). The Final Settlement Date is expected to occur on the first business day following the Expiration Date.
Subject to the Aggregate Maximum Purchase Price, the Tender Caps and proration, the Notes accepted on any Settlement Date will be accepted in accordance with their Acceptance Priority Levels set forth in the table above, with one being the highest Acceptance Priority Level and four being the lowest Acceptance Priority Level. In addition, no more than $250 million and $100 million of the 2019 Notes and 2020 Notes, respectively, will be purchased in the Tender Offers (subject to increase by the Offerors, the “Tender Caps”). All Notes tendered at or before the Early Tender Date will be accepted for purchase in priority to other Notes tendered after the Early Tender Date, even if such Notes tendered after the Early Tender Date have a higher Acceptance Priority Level than Notes tendered prior to the Early Tender Date.
Acceptance for tenders of any Notes may be subject to proration if the aggregate principal amount for any series of Notes validly tendered and not validly withdrawn would cause the Aggregate Maximum Purchase Price to be exceeded. Acceptance for tenders of 2019 Notes and 2020 Notes may be subject to proration if the aggregate principal amount of the 2019 Notes or 2020 Notes validly tendered and not validly withdrawn is greater than the applicable Tender Cap.
The consummation of the Tender Offers is not conditioned upon any minimum amount of Notes being tendered. However, the Tender Offers are subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase, including completion of Weatherford Bermuda’s concurrently announced offering of exchangeable senior notes.
Deutsche Bank Securities Inc., Citigroup Global Markets Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC are the dealer managers in the Tender Offers. Global Bondholder Services Corporation has been retained to serve as both the depositary and the information agent for the Tender Offers. Persons with questions regarding the Tender Offers should contact Deutsche Bank Securities at (toll-free) (855) 287-1922 or (collect) (212) 250-7527 , Citigroup Global Markets Inc. at (toll-free) (800) 558-3745 or (New York) (212) 723-6106, RBC Capital Markets, LLC at (toll-free) (877) 381-2099 or (collect) (212) 618-7822 or Wells Fargo Securities, LLC at (toll-free) (866) 309-6316 or (collect) (704) 410-4760. Requests for copies of the Offer to Purchase and other related materials should be directed to Global Bondholder Services Corporation at (toll-free) (866) 807-2200 or (collect) (212) 430-3774.
None of the Company, its board of directors, the dealer managers, the depositary or the information agent or any of the Company, the Offerors or their respective affiliates, makes any recommendation as to whether holders of the Notes should tender any Notes in response to the Tender Offers. The Tender Offers are made only by the Offer to Purchase. The Tender Offers are 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 Offers are required to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of the Offerors 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 over 100 countries and has a network of approximately 1,100 locations, including manufacturing, service, research and development, and training facilities and employs approximately 33,100 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 prospectus as supplemented, which is a part of the registration statement, and the risk factors described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and those risk factors set forth from time-to-time in other filings with the SEC. 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 Contact:
| Krishna Shivram | +1.713.836.4610 | |
| Executive Vice President and Chief Financial Officer | ||
| Karen David-Green | +1.713.836.7430 | |
| Vice President – Investor Relations and Corporate Marketing and Communications | ||
# # #
Exhibit 99.2
News Release
Weatherford Announces Public Offering of $1.0 Billion Exchangeable Senior Notes
Baar, Switzerland, June 1, 2016 – Weatherford International plc (NYSE: WFT) (the “Company” or “Weatherford”) announced today the launch of an underwritten public offering (the “Offering”) of $1.0 billion aggregate principal amount of exchangeable senior notes due 2021 (the “Notes”) by Weatherford International Ltd., a Bermuda exempted company and indirect, wholly owned subsidiary of the Company (“Weatherford Bermuda”). The underwriters will also have an option for 30 days to purchase up to an additional $150 million aggregate principal amount of Notes.
The Company intends to use the proceeds from the Offering to fund all or a portion of tender offers to purchase for cash certain of its 6.35% senior notes due 2017, 6.00% senior notes due 2018, 9.625% senior notes due 2019 and 5.125% senior notes due 2020 in an aggregate purchase price equal to the proceeds of the Offering. In the event the tender offers, which are subject to market conditions and other factors, are not consummated or the aggregate purchase price for the notes tendered and accepted for payment is less than the proceeds of the Offering, we may use such proceeds to repay or retire other outstanding indebtedness, which may include amounts under Weatherford Bermuda’s revolving credit facility. RBC Capital Markets and Citigroup will act as joint book-running managers for the Offering. RBC Capital Markets will act as sole structuring advisor.
The Notes will be senior unsecured obligations of Weatherford Bermuda and accrue interest payable semi-annually in arrears. The Notes will be fully and unconditionally guaranteed, on a senior unsecured basis, by the Company and by Weatherford International, LLC, a Delaware limited liability company and indirect, wholly owned subsidiary of Weatherford Bermuda. The Notes will be exchangeable at the option of the holders during certain specified periods and upon certain specified events in accordance with the terms of the Notes. Weatherford Bermuda will settle exchanges of the Notes by delivering cash, ordinary shares of the Company or a combination thereof, at Weatherford Bermuda’s election. The Notes may not be redeemed by Weatherford Bermuda, except in limited circumstances in connection with a change in tax law. The interest rate, exchange rate and other terms of the Notes will be determined at the time of pricing of the Offering.
The Offering is being made pursuant to an effective registration statement previously filed with the U.S. Securities & Exchange Commission (the “SEC”). A preliminary prospectus supplement and accompanying prospectus describing the terms of the Offering have been filed with the SEC, and may be obtained free of charge at the SEC’s website at www.sec.gov or from the underwriters of the Offering as follows:
RBC Capital Markets
3 World Financial Center
200 Vesey Street, 8th Floor
New York, NY 10281
Attention: Equity Syndicate
Telephone: (877) 822-4089
Email: equityprospectus@rbccm.com
Citigroup
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, New York 11717
Telephone: (800) 831-9146
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 over 100 countries and has a network of approximately 1,100 locations, including manufacturing, service, research and development, and training facilities and employs approximately 33,100 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, use of proceeds 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 prospectus as supplemented, which is a part of the registration statement, and the risk factors described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and those risk factors set forth from time-to-time in other filings with the SEC. 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 Contact:
| Krishna Shivram | +1.713.836.4610 | |
| Executive Vice President and Chief Financial Officer | ||
| Karen David-Green | +1.713.836.7430 | |
| Vice President – Investor Relations and Corporate Marketing and Communications | ||
# # #