HOUSTON, Oct. 26, 2021 /PRNewswire/ -- Weatherford
International plc (NASDAQ: WFRD) ("Weatherford" or the "Company") today announced
the early tender results as of 5:00
p.m., New York City time,
on October 25, 2021 (the "Early
Tender Deadline") of the previously announced tender offer (the
"Tender Offer") of its wholly owned subsidiary, Weatherford
International Ltd. (the "Issuer"), to purchase for cash up to
$1,600,000,000 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 aggregate principal amount of Notes validly tendered and not
validly withdrawn at or prior to the Early Tender Deadline (the
"Early Tender Notes"), as well as the percent of the aggregate
principal amount of Notes outstanding constituting Early Tender
Notes, is set forth in the columns entitled "Aggregate Principal
Amount of Early Tender Notes" and "Percent of Outstanding Principal
Amount Tendered," respectively, in the table below. The
consideration being offered for any such Early Tender Notes
accepted for purchase in the Tender Offer is also set forth in the
table below:
CUSIP /
ISIN
|
Title of
Notes
|
Aggregate
Principal Amount
Outstanding
|
Aggregate
Principal
Amount of Early
Tender Notes
|
Percent of
Outstanding
Principal Amount
Tendered
|
Tender Offer
Consideration (1)
|
Early
Tender
Payment
(2)
|
Total
Consideration (1)(3)
|
Registered
Notes:
947075AP2 /
US947075AP29
|
Senior Notes due
2024
|
$1,900,000,000 (4)
|
$1,846,040.00
|
97.16%
|
$1,014.76
|
$50.00
|
$1,064.76
|
_________
(1)
|
Per $1,000 principal
amount of Notes validly tendered and accepted for
payment.
|
|
|
(2)
|
Per $1,000 principal
amount of Notes validly tendered and not validly withdrawn prior to
the Early Tender Deadline and accepted for payment.
|
|
|
(3)
|
Includes the Tender
Offer Consideration and Early Tender Payment.
|
|
|
(4)
|
Of the $2,100,000,000
outstanding aggregate principal amount of Notes as of the date of
the launch of the Tender Offer, $200,000,000 in aggregate principal
amount of Notes was redeemed at a price of 103.000% of the
principal amount thereof, plus accrued and unpaid interest to the
redemption date, 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 issued a notice of conditional redemption providing for the
redemption of up to $1,600,000,000 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 was to be equal to the
difference between (i) $1,600,000,000 and (ii) the aggregate
principal amount of the Notes purchased by the Issuer in the Tender
Offer. Since the Issuer purchased $1,600,000,000 aggregate
principal amount of the Notes pursuant to the Tender Offer, the
condition to the Concurrent Redemption has not been satisfied and
cannot be satisfied, and the notice of the Concurrent Redemption is
rescinded by the Issuer and shall be of no effect.
|
The Early Tender Notes will be accepted for purchase up to the
Maximum Tender Amount, subject to proration, at the purchase price
of $1,064.76 per $1,000 of principal amount of Notes, subject to
the conditions set forth in the Offer to Purchase.
Because the aggregate principal amount of the Early Tender Notes
tendered as of the Early Tender Deadline exceeds the Maximum Tender
Amount, the aggregate principal amount of a Holder's validly
tendered Notes accepted for purchase will be subject to proration.
The Issuer will determine the aggregate principal amount of a
Holder's validly tendered Notes accepted for purchase on a pro rata
basis based on the aggregate principal amount of Notes tendered in
the Tender Offer. Proration will be subject to maintaining
$2,000 minimum denominations of
Notes. To determine proration, the principal amount of Notes
tendered by a Holder to be prorated will be multiplied by the
proration factor and rounded down to the nearest $1,000. If, after applying the proration
factor as described above, the principal amount of Notes that are
not accepted and returned to a Holder as a result of proration
would result in less than the minimum denomination of $2,000 principal amount being returned to such
Holder, the Issuer will either accept or reject all of such
Holder's validly tendered Notes. Any tendered Notes not accepted
for purchase due to proration will be promptly returned or credited
to the Holder's account.
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"). However, because
the aggregate principal amount of all Notes tendered as of the
Early Tender Deadline exceeds the Maximum Tender Amount, the Issuer
will not accept for purchase any Notes tendered after the Early
Tender Deadline. Subject to the terms and conditions of the Tender
Offer, holders of the Early Tender Notes will receive the Total
Consideration set forth in the table above, which includes the
Early Tender Payment set forth in the table above.
In addition, holders of all Notes validly tendered and accepted
for purchase pursuant to the Tender Offer will receive accrued and
unpaid interest on such Notes from the last interest payment date
with respect to such Notes to, but excluding, the Early Settlement
Date.
The Early Settlement Date for the Early Tender Notes is expected
to be on October 27, 2021.
The Issuer's obligations to accept Notes on the Early Settlement
Date are 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, which
conditions are expected to be satisfied on October 27, 2021.
All Notes purchased pursuant to the Tender Offer will be
cancelled.
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.
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 weatherford@dfking.com
(email), (800) 290-6428 (U.S. Toll-Free) or (212) 269-5550 (Banks
and Brokers).
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
jurisdiction.
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.
About Weatherford
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.
Contact:
Mohammed
Topiwala
Weatherford Investor Relations
+1 713-836-7777
investor.relations@weatherford.com
For Media:
Kelley
Hughes
Weatherford Global Communications
+1 713-836-4193
kelley.hughes@weatherford.com
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SOURCE Weatherford International plc