HOUSTON, Oct. 12, 2021 /PRNewswire/ -- Weatherford
International plc (NASDAQ: WFRD) ("Weatherford" or the "Company") today announced
that its wholly owned subsidiary, Weatherford International Ltd.
(the "Issuer"), has commenced a tender offer (the "Tender Offer")
to purchase for cash up to $1,500,000,000 aggregate principal amount of its
outstanding 11.00% Senior Notes due 2024 (the "Notes").
The terms and conditions of the Tender Offer are described in an
Offer to Purchase, dated October 12,
2021 (the "Offer to Purchase"). The following table
summarizes the material pricing terms of the Tender Offer.
Per $1,000 principal
amount of Notes validly tendered and accepted for
Per $1,000 principal
amount of Notes validly tendered and not validly withdrawn prior to
the Early Tender Deadline and accepted for payment.
Includes the Tender
Offer Consideration and Early Tender Payment.
Of the $2,100,000,000
outstanding aggregate principal amount of Notes as of the date
hereof, $200,000,000 in aggregate principal amount of Notes have
been called for redemption at a price of 103.000% of the principal
amount thereof, plus accrued and unpaid interest to the redemption
date. The redemption of such Notes in the $200,000,000 aggregate
principal amount is expected to occur on October 20, 2021. Prior to
December 1, 2022, the Issuer may redeem up to an additional $300
million in the aggregate principal amount of the Notes at a
redemption price of 103.000% of the principal amount of the Notes
being redeemed plus accrued and unpaid interest, if any, to the
redemption date. The Issuer intends to issue a notice of
conditional redemption providing for the redemption of up to
$1,500,000,000 aggregate principal amount of the Issuer's remaining
outstanding Notes not tendered and purchased in the Tender Offer
(the "Concurrent Redemption"). The principal amount of the Notes to
be redeemed will be equal to the difference between (i) $1.5
billion and (ii) the aggregate principal amount of the Notes
purchased by the Issuer in the Tender Offer. The redemption price
for the Notes to be redeemed will be equal to 100.00% of the
principal amount of the Notes to be redeemed plus the Make Whole
Premium (as defined in the indenture governing the Notes) as of,
and accrued and unpaid interest to, but excluding, the redemption
date. The redemption date for the Concurrent Redemption is expected
to be November 15, 2021. The Concurrent Redemption is
conditioned on the satisfaction or waiver of the following
conditions: (i) the consummation of a debt financing in the
aggregate principal amount of at least $1.5 billion and (ii) the
Issuer purchasing less than $1.5 billion aggregate principal amount
of the Notes pursuant to the Tender Offer.
The Tender Offer will expire at Midnight, New York City time, at the end of November 8, 2021, unless extended or earlier
terminated by the Issuer (the "Expiration Date"). In order to be
eligible to receive the Total Consideration (as described below)
for tendered Notes, holders must validly tender and not validly
withdraw their Notes prior to 5:00
p.m., New York City time,
on October 25, 2021, unless extended
or earlier terminated by the Issuer (such date and time, as it may
be extended, the "Early Tender Deadline").
The consummation of the Tender Offer is subject to, and
conditioned upon, the satisfaction or waiver of certain conditions
described in the Offer to Purchase, including, among other things,
the Issuer consummating the New Notes Issuance (as defined in the
Offer to Purchase) on terms satisfactory to it, on or prior to the
Early Settlement Date (as defined in the Offer to Purchase).
The "Total Consideration" for each $1,000 principal
amount of Notes validly tendered and not validly withdrawn and
accepted for purchase pursuant to the Tender Offer will be an
amount equal to $1,064.76 payable in cash to holders that
validly tender their Notes prior to the Early Tender Deadline, plus
accrued and unpaid interest.
The Total Consideration set forth above includes an "Early
Tender Payment" of $50.00 per $1,000 principal
amount of Notes, payable only to holders that validly tender and do
not validly withdraw their Notes prior to the Early Tender
Deadline. Holders of Notes who validly tendered after the Early
Tender Deadline will not receive an Early Tender Payment.
Notes validly tendered prior to the Early Tender Deadline may be
validly withdrawn at any time prior to the Early Tender Deadline.
Notes validly tendered prior to the Early Tender Deadline may not
be validly withdrawn after the Early Tender Deadline.
The Notes may be subject to proration if the aggregate principal
amount of Notes validly tendered and not validly withdrawn would
cause the Maximum Tender Amount (as defined in the Offer to
Purchase) to be exceeded. In the event any tendered Notes are not
accepted for purchase due to proration, they will be promptly
returned or credited to the Holder's account.
All Notes purchased pursuant to the Tender Offer will be
The complete terms and conditions of the Tender Offer are set
forth in the Offer to Purchase. Holders are urged to read the Offer
to Purchase carefully when they become available.
This press release does not constitute an offer to sell, or a
solicitation of an offer to buy, any security. No offer,
solicitation, or sale will be made in any jurisdiction in which
such an offer, solicitation, or sale would be unlawful. This
disclosure does not constitute a notice of redemption with respect
to the Notes.
Morgan Stanley & Co. LLC is the dealer manager (the "Dealer
Manager") in the Tender Offer. D.F. King & Co., Inc. has
been retained to serve as both the tender and the information agent
(the "Tender and Information Agent") for the Tender Offer.
Questions regarding the Tender Offer should be directed to the
Dealer Manager at 1 (800) 624-1808 or (212) 761-1057. Requests for
copies of the Offer to Purchase and other related materials should
be directed to D.F. King & Co., Inc. at email@example.com
(email), (800) 290-6428 (U.S. Toll-Free) or (212) 269-5550 (Banks
None of the Company, its board of directors, the Issuer, the
Dealer Manager, the Tender and Information Agent, the Trustee under
the Indenture, or any of the Issuer's affiliates, makes any
recommendation as to whether holders of the Notes should tender any
Notes in response to the Tender Offer. The Tender Offer is made
only by the Offer to Purchase. The Tender Offer is 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 Offer is required to be made by a licensed broker
or dealer, the Tender Offer will be deemed to be made on behalf of
the Issuer by the Dealer Manager or one or more registered brokers
or dealers that are licensed under the laws of such
Forward Looking Statements
This news release contains forward-looking statements
concerning, among other things, the Company's strategy and
financing plans and goals. These forward-looking statements are
also 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.
Weatherford is a leading global
energy services company. Operating in approximately 75 countries,
the Company answers the challenges of the energy industry with its
global talent network of approximately 17,000 team members and
approximately 365 operating locations, including manufacturing,
research and development, service, and training facilities.
Weatherford Investor Relations
Weatherford Global Communications
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SOURCE Weatherford International plc