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 10, 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 10, 2016, Weatherford International plc (the “Company”) announced that Weatherford International Ltd., a Bermuda exempted company and an indirect, wholly owned subsidiary of the Company (“Weatherford Bermuda”), announced the pricing of an upsized underwritten public offering (the “Offering”) of $1.5 billion aggregate principal amount of senior notes, consisting of $750,000,000 aggregate principal amount of 7.750% senior notes due 2021 and $750,000,000 aggregate principal amount of 8.250% senior notes due 2023 (collectively, the “Senior Notes”). The Senior Notes will be fully and unconditionally guaranteed by the Company and Weatherford International, LLC, a Delaware limited liability company and an indirect subsidiary of Weatherford Bermuda (“Weatherford Delaware”). A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information provided pursuant to this Item 7.01, including Exhibit 99.1, 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 8.01 | Other Events |
On June 10, 2016, the Company announced additional amendments (the “additional Amendments”) with respect to the previously announced offers (the “Tender Offers”) by Weatherford Delaware and Weatherford Bermuda to purchase for cash Weatherford Delaware’s 6.35% senior notes due 2017 and Weatherford Bermuda’s 6.00% senior notes due 2018, 9.625% senior notes due 2019 and 5.125% senior notes due 2020.
A copy of the press release describing the additional Amendments is filed herewith as Exhibit 99.2 and is incorporated herein by reference. Other than the terms and conditions amended thereby, all terms and conditions of the Tender Offers described in Weatherford Delaware’s and Weatherford Bermuda’s Offer to Purchase, dated June 1, 2016, as amended by the press release filed with the Company’s Current Report on Form 8-K on June 8, 2016, remain unchanged.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press release, dated June 10, 2016, relating to the Senior Notes. | |
| 99.2 | Press release, dated June 10, 2016, relating to the additional Amendments to the Tender Offers. | |
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 10, 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 10, 2016, relating to the Notes. | |
| 99.2 | Press release, dated June 10, 2016, relating to the additional Amendments to the Tender Offers. | |
Exhibit 99.1
News Release
Weatherford Prices Upsized Public Offering of $1.5 Billion of Senior Notes
Baar, Switzerland, June 10, 2016 – Weatherford International plc (NYSE: WFT) (the “Company” or “Weatherford”) announced today the pricing of an upsized underwritten public offering (the “Offering”) of $1.5 billion aggregate principal amount of senior notes, consisting of $750,000,000 aggregate principal amount of 7.750% senior notes due 2021 (the “2021 Notes”) and $750,000,000 aggregate principal amount of 8.250% senior notes due 2023 (the “2023 Notes” and, together with the 2021 Notes, the “Notes”). The Notes will be senior, unsecured obligations of Weatherford International Ltd., a Bermuda exempted company and indirect, wholly owned subsidiary of the Company (“Weatherford Bermuda”). The Offering is expected to close June 17, 2016, subject to customary closing conditions.
The Company intends to use the net proceeds from the Offering to fund an increase to the maximum aggregate purchase price for its recently announced tender offers from $1.1 billion to $2.6 billion. The tender offers were made 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 (the “Tender Offers”). In the event the Tender Offers, which are subject to market conditions and other factors, are not consummated, or the aggregate amount of securities tendered in the Tender Offers and accepted for payment is less than the net 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.
Deutsche Bank Securities and Wells Fargo Securities are acting as joint global coordinators and bookrunners for the Offering. Citigroup, J.P. Morgan, Morgan Stanley and MUFG are acting as joint book-running managers for the Offering. Barclays, BBVA, RBC Capital Markets, SEB, Standard Chartered Bank, TD Securities and UniCredit Capital Markets are acting as co-managers for 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 joint global coordinators and bookrunners of the Offering as follows:
Deutsche Bank Securities
60 Wall Street
New York, NY 10005-2836
Attention: Prospectus Group
Telephone: (800) 503-4611
Email: prospectus.cpdg@db.com
Wells Fargo Securities
Attention: WFS Customer Service
608 2nd Ave S, Suite 1000
Minneapolis, MN 55402
Telephone: (800) 645-3751 Opt 5
Email: wfscustomerservice@wellsfargo.com
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, Corporate Marketing & Communications | ||
# # #
Exhibit 99.2
News Release
Weatherford Further Amends Previously Announced Tender Offers
Baar, Switzerland, June 10, 2016 –Weatherford International plc (NYSE: WFT) (the “Company” or “Weatherford”) announced additional amendments with respect to the previously announced offers (as amended, the “Amended Tender Offers”) by 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 indirect subsidiary of Weatherford Bermuda (“Weatherford Delaware” and, together with Weatherford Bermuda, the “Offerors”) to purchase for cash 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”).
The additional amendments provide for:
(i) an increase in the aggregate maximum purchase price (excluding accrued interest) of Notes the Offerors are offering to purchase from $2.1 billion to $2.6 billion (the “Amended Aggregate Maximum Purchase Price”);
(ii) an increase in the consideration offered per $1,000 principal amount of the 2019 Notes and 2020 Notes as shown in the table below;
(iii) an elimination of the $275.0 million cap on the aggregate principal amount of 2020 Notes Weatherford Bermuda is offering to purchase; and
(iv) Weatherford Bermuda having closed by the Early Settlement Date (as defined below) an offering of senior notes, in one or more tranches and with terms and conditions satisfactory to Weatherford Bermuda (the “Senior Notes Offering”), that provides gross proceeds of at least $1.5 billion (an increase from the previously announced amount of $1.1 billion) (the “Amended Financing Condition”).
This announcement amends Weatherford Delaware’s and Weatherford Bermuda’ Offer to Purchase, dated June 1, 2016, (as amended by the press release filed on June 8, 2016 and as hereby further amended, the “Offer to Purchase”). Other than the amendments described above, all terms and conditions in the Offer to Purchase remain unchanged.
| Dollars per $1,000 Principal Amount of Notes |
||||||||||||||||||||||||
| Title of Security |
CUSIP Number |
Aggregate Principal Amount Outstanding |
Tender Cap / Initial Tender Cap |
Acceptance Priority Level |
Tender Offer Consideration / Previously Announced Tender Offer Consideration |
Early Tender Premium |
Total Consideration / Previously Announced Tender Offer Consideration |
|||||||||||||||||
| Weatherford Delaware’s 2017 Notes |
|
947074AJ9 / 947074AF7 / U94320AC9 |
|
$ | 600,000,000 | N/A | 1 | $1,020.00 | $30 | $1,050.00 | ||||||||||||||
| Weatherford Bermuda’s 2018 Notes |
947075AD9 | $ | 500,000,000 | N/A | 2 | $1,025.00 | $30 | $1,055.00 | ||||||||||||||||
| Weatherford Bermuda’s 2019 Notes |
947075AF4 | $ | 1,000,000,000 | N/A / $250,000,000 |
3 | |
$1,070.00 / $1,065.00 |
|
$30 | |
$1,100.00 / $1,095.00 |
| ||||||||||||
| Weatherford Bermuda’s 2020 Notes |
94707VAA8 | $ | 773,088,000 | N/A / $100,000,000 |
4 | |
$ 915.00 / $ 910.00 |
|
$30 | |
$ 945.00 / $ 940.00 |
| ||||||||||||
Holders of Notes that are validly tendered (and not validly withdrawn) prior to 5:00 p.m., New York City time, on June 16, 2016 (the “Early Tender Date”), and accepted for purchase pursuant to the Amended Tender Offers will receive the applicable Total Consideration (as set forth in the table above) 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 (as set forth in the table above), which is the Total Consideration less the Early Tender Premium.
All Notes validly tendered and accepted for purchase pursuant to the Amended 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 defined below). Tendered Notes may be withdrawn from the Amended Tender Offers prior to 5:00 p.m., New York City time, on June 16, 2016 (the “Withdrawal Deadline”), unless extended by Weatherford Bermuda or Weatherford Delaware. Holders of Notes who tender their Notes after the Withdrawal Deadline, but prior to 12:00 midnight, New York City time, at the end of the day on June 30, 2016 (the “Expiration Date”), may not withdraw their tendered Notes.
The Offerors reserve the right, but are under no obligation, subject to the satisfaction or waiver of the conditions (including the Amended Financing Condition) to the Amended Tender Offers, to accept for purchase any Notes validly tendered and not validly withdrawn 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 (as set forth in the table above), the Amended Aggregate Maximum Purchase Price and proration.
The Early Settlement Date will be determined at each Offeror’s option and is currently expected to occur on June 17, 2016, subject to all conditions to the Amended Tender Offers (including the Amended Financing Condition) having been either satisfied or waived by the applicable Offeror. If the Amended Financing Condition is not satisfied or waived by the Early Settlement Date, the Offerors reserve the right, but are under no obligation to accept for purchase any Notes validly tendered and not validly withdrawn prior to the Early Tender Date, at the Early Settlement Date, subject to an aggregate maximum purchase price of $1.1 billion (the “Initial Aggregate Maximum Purchase Price”), the Acceptance Priority Levels, the Initial Tender Caps (as set forth in the table above), and proration. Irrespective of whether an Offeror chooses to exercise its option to have an Early Settlement Date, such Offeror will purchase any remaining Notes that have been validly tendered and not validly withdrawn prior to the Expiration Date and that such Offeror chooses to accept for purchase promptly following the Expiration Date, subject to the Initial Aggregate Maximum Purchase Price or the Amended Aggregate Maximum Purchase Price, as applicable, the Initial Tender Caps, as applicable, and proration (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. Regardless of whether the Amended Financing Condition is satisfied or waived by the Early Settlement Date, Holders tendering Notes pursuant to the Amended Tender Offers will receive the applicable Total Consideration or the Tender Offer Consideration (as set forth in the table above).
Subject to the Initial Aggregate Maximum Purchase Price or the Amended Aggregate Maximum Purchase Price, as applicable, the Initial Tender Caps, as applicable, 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. All Notes tendered 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 Initial Aggregate Maximum Purchase Price or the Amended Aggregate Maximum Purchase Price, as applicable, 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, if any.
The consummation of the Amended Tender Offers is not conditioned upon any minimum amount of Notes being tendered. However, the Amended Tender Offers are subject to the satisfaction or waiver of certain conditions in the Offer to Purchase, including the Amended Financing Condition.
Deutsche Bank Securities Inc., Citigroup Global Markets Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC are the dealer managers in the Amended Tender Offers. Global Bondholder Services Corporation has been retained to serve as both the depositary and the information agent for the Amended Tender Offers. Persons with questions regarding the Amended 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 Amended Tender Offers. The Amended Tender Offers are made only by the Offer to Purchase. The Amended 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 Amended Tender Offers are required to be made by a licensed broker or dealer, the Amended 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, Corporate Marketing & Communications
# # #