BAAR, Switzerland, June 17, 2016 /PRNewswire/ -- Weatherford
International plc (NYSE: WFT) (the "Company" or "Weatherford")
announced the early results of the previously announced offers (the
"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") for a maximum aggregate purchase price
(excluding accrued interest) of up to $2.6
billion (the "Aggregate Maximum Purchase Price").
According to information received from Global Bondholder
Services Corporation ("GBSC"), the Depositary and Information Agent
for the Tender Offers, as of 5:00
p.m., New York City time,
on June 16, 2016 (that date and time,
the "Early Tender Date"), the Offerors had received valid tenders
from holders of the Notes as outlined in the table below.
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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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Principal Amount
Tendered
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Principal Amount
Accepted
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Acceptance
Priority Level
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Total
Consideration (1)
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Weatherford
Delaware's
2017 Notes
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947074AJ9
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947074AF7
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U94320AC9
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$600,000,000
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$ 510,744,000
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$ 510,744,000
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1
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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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$500,000,000
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$ 433,806,000
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$ 433,806,000
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2
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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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$1,000,000,000
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$ 514,475,000
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$ 514,475,000
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3
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$1,100.00
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Weatherford
Bermuda's
2020 Notes
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94707VAA8
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$773,088,000
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$ 407,758,000
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$ 407,758,000
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4
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$945.00
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(1) Includes the
Early Tender Premium (as defined below) but excludes accrued and
unpaid interest.
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The Offerors intend to accept for purchase all Notes validly
tendered (and not validly withdrawn) before the Early Tender Date,
subject to all conditions to the Tender Offers having been either
satisfied or waived by the applicable Offeror. These Notes will be
purchased on the "Early Settlement Date", which is currently
expected to occur on the date hereof, subject to all conditions to
the Tender Offers having been either satisfied or waived by the
applicable Offeror.
Payments for Notes purchased will include accrued and unpaid
interest from and including the last interest payment date
applicable to the relevant series of Notes up to, but not
including, the applicable Settlement Date (as such term is defined
in the Offer to Purchase).
The Tender Offers are being made pursuant to the terms and
conditions described in the Offer to Purchase, dated June 1, 2016, as amended by the press releases
filed on June 8, 2016 and
June 10, 2016 (the "Offer to
Purchase").
Subject to the terms and conditions of the Tender Offers, the
consideration for each US$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 Offer to Purchase (with respect to each series of
Notes, the "Tender Offer Consideration"). Holders of Notes that
were validly tendered (and not validly withdrawn) at or prior to
the Early Tender Date and accepted for purchase pursuant to the
Tender Offers will receive the applicable Total Consideration (as
defined below and as set forth in the table above) for such series,
which includes the early tender premium of $30.00 for each series of Notes as set forth in
the Offer to Purchase (with respect to each series of Notes, the
"Early Tender Premium" and, together with the applicable Tender
Offer Consideration, the "Total Consideration").
The Tender Offers will expire at 12:00 midnight, New York City time, at the end of the day on
June 30, 2016 (the "Expiration
Date"). No tenders submitted after the Expiration Date will be
valid. The settlement date, if necessary, for Notes validly
tendered after the Early Tender Date and before the Expiration Date
and which are accepted for purchase (the "Final Settlement Date")
is expected to occur on the first business day following the
Expiration Date. The amount of each series of Notes that is to be
purchased on the Final Settlement Date will be determined in
accordance with the acceptance priority levels and proration
described in the Offer to Purchase, subject to the Aggregate
Maximum Purchase Price. Since the Withdrawal Deadline (as defined
in the Offer to Purchase) has passed, Notes tendered after the
Early Tender Date may not be withdrawn, subject to applicable
law.
The Tender Offers are subject to the conditions described in the
Offer to Purchase. However, the financing condition described in
the Offer to Purchase is expected to be satisfied on the date
hereof, upon the closing of Weatherford Bermuda's previously
announced offering of senior unsecured notes in an aggregate
principal amount of US$1.5 billion.
Full details of the terms and conditions of the Tender Offers are
set forth in the Offer to Purchase, which is available from GBSC.
The Offerors may amend, extend or terminate the Tender Offers at
any time, subject to applicable law.
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. GBSC 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 Inc. 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
GBSC 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 forward-looking statements and 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
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+1.713.836.4610
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Executive Vice
President and Chief Financial Officer
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Karen
David-Green
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+1.713.836.7430
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Vice President –
Investor Relations, Corporate Marketing &
Communications
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