Notes Offering
On October 12, 2021, the Company issued a press release
announcing the commencement of the offering (the “Offering”) of $1,500 million aggregate principal amount of senior notes
due 2030 (the “Notes”) by Weatherford International Ltd. (the “Issuer”), the Company’s wholly owned subsidiary.
The Issuer intends to use the net proceeds from the Offering and cash on hand (i) to purchase up to $1,500 million principal amount of
its 11.00% senior notes due December 1, 2024 (the “11.00% Senior Notes”) in the Tender Offer (as defined below) at the applicable
tender prices, plus accrued and unpaid interest and (ii) to fund the Concurrent Redemption (as defined below). A copy of the press release
relating to the Offering is attached hereto as Exhibit 99.2 and is incorporated by reference into this Item 8.01.
The Notes will be offered and sold only to
persons reasonably believed to be qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act,
and outside the United States, only to non-U.S. investors pursuant to Regulation S under the Securities Act.
The Notes have not been and will not be registered
under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration
statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the
Securities Act or any state securities laws.
This Current Report on Form 8–K shall not constitute
an offer to sell or a solicitation of an offer to purchase the 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.
Tender Offer
On October 12, 2021, the Company issued a press release
announcing that the Issuer has commenced a cash 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. The Tender Offer is subject to, and conditioned upon, among other things,
a financing condition. The financing condition may be satisfied by the Offering of the Notes.
Holders of the 11.00% Senior Notes should refer to
the Issuer’s Offer to Purchase dated October 12, 2021, available from D.F. King & Co., Inc., the tender and information agent
for the Tender Offer.
A copy of the press release relating to the Tender
Offer is attached hereto as Exhibit 99.3 and is incorporated by reference into this Item 8.01.
Conditional Notice of Partial Redemption
The Issuer intends
to issue a conditional notice of partial optional redemption to the holders of its 11.00% Senior Notes, providing for the redemption
of up to $1,500,000,000 aggregate principal amount of the Issuer’s remaining outstanding 11.00% Senior Notes not tendered and purchased
in the Offer (the “Concurrent Redemption”). The principal amount of 11.00% Senior Notes to be redeemed will be equal to the
difference between (i) $1.5 billion and (ii) the aggregate principal amount of the 11.00% Senior Notes purchased by the Issuer in the
Tender Offer. The redemption price for the 11.00% Senior Notes to be redeemed will be equal to 100% of the principal amount of the 11.00%
Senior Notes to be redeemed plus the Make Whole Premium (as defined in the indenture governing the 11.00% Senior 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 will be conditioned on (i) the Issuer receiving the funds from the offer and sale of at least $1.5
billion aggregate principal amount of the Notes and the closing of the Offering and (ii) the Issuer purchasing less than $1.5 billion
aggregate principal amount of the 11.00% Senior Notes pursuant to the Tender Offer. The Issuer intends to use the net proceeds
from the Offering and cash on hand to fund the Concurrent Redemption.
This disclosure
does not constitute a notice of redemption with respect to the 11.00% Senior 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.