BAAR, Switzerland, June 10, 2016 /PRNewswire/
-- 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.
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Dollars per
$1,000
Principal Amount of
Notes
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Title of
Security
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CUSIP
Number
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Aggregate Principal
Amount Outstanding
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Tender Cap / Initial
Tender Cap
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Acceptance Priority
Level
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Tender Offer
Consideration/
Previously Announced
Tender Offer Consideration
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Early Tender
Premium
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Total
Consideration/
Previously Announced
Tender Offer Consideration
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Weatherford Delaware's
2017 Notes
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947074AJ9 /
947074AF7 /
U94320AC9
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$600,000,000
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N/A
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1
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$1,020.00
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$30
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$1,050.00
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Weatherford Bermuda's
2018 Notes
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947075AD9
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$500,000,000
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N/A
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2
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$1,025.00
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$30
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$1,055.00
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Weatherford Bermuda's
2019 Notes
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947075AF4
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$1,000,000,000
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N/A /
$250,000,000
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3
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$1,070.00 /
$1,065.00
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$30
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$1,100,00 /
$1,095.00
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Weatherford Bermuda's
2020 Notes
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94707VAA8
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$773,088,000
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N/A /
$100,000,000
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4
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$915.00 /
$910.00
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$30
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$945.00 /
$940.00
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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:
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Krishna
Shivram
+1.713.836.4610
Executive Vice President and Chief Financial
Officer
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Karen
David-Green
+1.713.836.7430
Vice President – Investor Relations, Corporate
Marketing & Communications
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