Notes Offering
On October 14, 2021, the Company issued a press release
announcing the pricing of the Offering. A copy of the press release relating to the Offering is furnished hereto as Exhibit 99.1 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 14, 2021, the Company announced that the
Issuer is amending its previously announced tender offer (the “Tender Offer”) for its outstanding 11.00% Senior Notes due
2024 (the “11.00% Senior Notes”) by increasing the aggregate principal amount of the 11.00% Senior Notes that it would purchase
for cash to up to $1,600 million from $1,500 million. No other terms of the Tender Offer are being amended.
Conditional Notice of Partial Redemption
On October 14, 2021, the
Issuer issued a conditional notice of partial optional redemption (the “Concurrent Redemption”) to the holders of its 11.00%
Senior Notes, providing for the redemption of up to $1,600.0 million aggregate principal amount
of the Issuer’s remaining outstanding 11.00% Senior Notes not tendered and purchased in the Tender Offer to purchase for cash up
to $1,600.0 million aggregate principal amount of its outstanding 11.00% Senior Notes. The principal amount of 11.00% Senior Notes to
be redeemed will be equal to the difference between (i) $1,600.0 million 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 will be November 15, 2021. The Concurrent Redemption is conditioned on (i) the Issuer receiving the funds from the offer and
sale of at least $1,600.0 million aggregate principal amount of the Notes and the closing of the Offering and (ii) the Issuer purchasing
less than $1,600.0 million 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
This 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.