Notes Offering
On September 20, 2021, the Company issued a press release
announcing the commencement of the offering (the “Offering”) of $500.0 million in aggregate principal amount of senior secured
first lien notes due 2028 (the “Secured Notes”) by the Issuer, a wholly owned subsidiary of the Company. The Issuer intends
to use the net proceeds from the offering and cash on hand to redeem all of its outstanding 8.75% Senior Secured Notes due 2024 (the “2024
Secured Notes”). Subject to certain terms and conditions, affiliates of a large stockholder of the Company have agreed to purchase
Secured Notes that remain unsold following the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
by reference herein.
The Secured Notes will be offered and sold to persons
reasonably believed to be qualified institutional buyers in the United States pursuant to Rule 144A and outside the United States pursuant
to Regulation S under the Securities Act.
The Secured Notes have not been 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 the registration requirements of the Securities Act and applicable state laws.
This Current Report on Form 8–K shall not constitute
an offer to sell or a solicitation of an offer to purchase the Secured Notes, or any other securities, and shall not constitute an offer,
solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
Redemption of Existing Notes
On September 20, 2021, the Issuer issued a conditional
notice of optional redemption to the holders of its 2024 Secured Notes stating that it has elected to redeem all of its outstanding 2024
Secured Notes on September 30, 2021, at a redemption price of 104.375% of the principal amount thereof, plus accrued and unpaid interest
thereon, if any, to, but not including, the redemption date. The Issuer intends to use the net proceeds of the Offering and cash on hand
to fund the redemption of the 2024 Notes. The redemption of the 2024 Secured Notes is conditional upon the closing of the Offering and
the issuance of $500 million principal amount of the Notes.
On September 20, 2021, the Issuer issued a conditional
notice of partial optional redemption to the holders of its 11.0% senior notes due December 1, 2024 (the “Unsecured Notes”),
stating that it has elected to redeem $200 million principal amount of the Unsecured Notes on October 20, 2021, at a redemption price
of 103% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but not including, the redemption date.
The Issuer intends to use cash on hand to fund the partial redemption of the Unsecured Notes. The redemption of the Unsecured Notes is
conditional upon the closing of the Offering and the issuance of $500 million principal amount of the Secured Notes.
Under the indenture governing the Unsecured Notes,
the Issuer has the right to redeem up to $500 million principal amount of the Unsecured Notes at a redemption price of 103% of the principal
amount thereof, plus accrued and unpaid interest thereon, if any, to, but not including, the redemption date, at any time prior to December
1, 2022. Following the completion of the redemption of the $200 million principal amount of the Unsecured Notes described above, the Issuer
will have the ability to redeem a further $300 million principal amount of the Unsecured Notes at the redemption price described above.
The Issuer may consider redeeming additional principal amounts of the Unsecured Notes in the future depending on generated cash flow and
incremental available liquidity under any future asset-based lending facility or revolving credit facility, subject to its liquidity needs
and other considerations. There can be no assurance that the Company will be able to enter a new asset-based lending facility or revolving
credit facility or that the Issuer will redeem any additional Unsecured Notes.
Forward-Looking Statements
The Current Report on Form 8-K contains forward-looking
statements concerning, among other things, the Company’s strategy and financing plans and goals. These forward-looking statements
are generally identified by the words “intends”, “believe,” “project,” “expect,” “anticipate,”
“estimate,” “outlook,” “budget,” “intend,” “strategy,” “plan,”
“guidance,” “may,” “should,” “could,” “will,” “would,” “will
be,” “will continue,” “will likely result,” and similar expressions, although not all forward-looking statements
contain these identifying words. Such statements are based upon the current beliefs of Weatherford’s management and are subject
to significant risks, assumptions, and uncertainties. Should one or more of these risks or uncertainties materialize, or underlying assumptions
prove incorrect, actual results may vary materially from those indicated in our forward-looking statements. Readers are cautioned that
forward-looking statements are only predictions and may differ materially from actual future events or results, including the price and
price volatility of oil and natural gas; the extent or duration of business interruptions, demand for oil and gas and fluctuations in
commodity prices associated with COVID-19 pandemic; general global economic repercussions related to COVID-19 pandemic; the macroeconomic
outlook for the oil and gas industry; and operational challenges relating to the COVID-19 pandemic and efforts to mitigate the spread
of the COVID-19 virus and COVID-19 variants, including logistical challenges, protecting the health and well-being of our employees, remote
work arrangements, performance of contracts and supply chain disruptions; financial market conditions and availability of capital; our
ability to generate cash flow from operations to fund our operations; and the realization of additional cost savings and operational efficiencies.
Forward-looking statements are also affected by the risk factors described in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2020, and those set forth from time-to-time in the Company’s other filings with the Securities and Exchange Commission.
The Company 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.