BAAR, Switzerland, Feb. 21, 2018 /PRNewswire/ -- Weatherford
International plc (NYSE: WFT) (the "Company" or "Weatherford")
announced today that Weatherford International Ltd., a Bermuda exempted company and indirect, wholly
owned subsidiary of the Company ("Weatherford Bermuda"), commenced
a tender offer (the "Tender Offer") to purchase for cash any and
all of its 9.625% senior notes due 2019 (the "Notes").
The terms and conditions of the Tender Offer are described in an
Offer to Purchase, dated February 21,
2018 (the "Offer to Purchase") and a related notice of
guaranteed delivery (together with the Offer to Purchase, the
"Offer Documents").
The Tender Offer will expire at 5:00
p.m., New York City time,
February 27, 2018, unless extended or
earlier terminated by Weatherford Bermuda (the "Expiration Time").
No tenders submitted after the Expiration Time will be valid.
Subject to the terms and conditions of the Tender Offer, the
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withdrawn) and accepted for purchase pursuant to the Tender Offer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 the tender offer consideration for the Notes set forth in
the table below (the "Tender Offer Consideration"), plus accrued
and unpaid interest, if any, on such Notes from the last interest
payment date with respect to those Notes to, but not including, the
Settlement Date (as such term is defined in the Offer to
Purchase).
Title of
Notes
|
CUSIP
Number
|
Aggregate
Principal Amount Outstanding
|
Tender Offer
Consideration (1)
|
9.625%
Senior Notes
due 2019
|
947075AF4
|
$485,196,000
|
$1,069.00
|
|
|
(1)
|
Per $1,000 principal
amount of Notes. Does not include accrued and unpaid interest,
which will also be payable as provided herein.
|
Tendered Notes may be withdrawn from the Tender Offer prior to
the earlier of (i) the Expiration Time and (ii) if the Tender Offer
is extended, the 10th business day after the commencement of the
Tender Offer, and as otherwise required by law.
The Tender Offer is not conditioned upon any minimum amount of
Notes being tendered. However, the Tender Offer is subject to, and
conditioned upon, the satisfaction or waiver of certain conditions
described in the Offer to Purchase, including the completion by
Weatherford International, LLC, a Delaware limited liability company, of its
concurrently announced offering of senior notes.
Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,
Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, Wells
Fargo Securities, LLC, Skandinaviska Enskilda Banken AB (publ), TD
Securities (USA) LLC, RBC Capital
Markets, LLC, Barclays Capital Inc., Standard Chartered Bank,
UniCredit Capital Markets LLC and BBVA Securities Inc. are the
dealer managers in the Tender Offer. D.F. King & Co., Inc. has
been retained to serve as both the tender agent and the information
agent for the Tender Offer. Persons with questions regarding the
Tender Offer should contact Deutsche Bank Securities at
(toll-free): (855) 287-1922 or (collect): (212) 250-7527. Requests
for copies of the Offer Documents and other related materials
should be directed to D.F. King & Co., Inc. at (toll-free):
(888) 541-9895 or by email to weatherford@dfking.com or via the
following web address: www.dfking.com/weatherford.
None of the Company, its board of directors, the dealer
managers, the depositary or the information agent or any of the
Company, Weatherford Bermuda, or their respective 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 Documents. 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
Weatherford Bermuda by the dealer managers, or one or more
registered brokers or dealers that are licensed under the laws of
such jurisdiction.
ABOUT WEATHERFORD INTERNATIONAL PLC
Weatherford is one of the largest multinational oilfield service
companies providing innovative solutions, technology and services
to the oil and gas industry. The Company operates in approximately
90 countries and has a network of approximately 880 locations,
including manufacturing, service, research and development, and
training facilities and employs approximately 29,200 people.
FORWARD-LOOKING STATEMENTS
This press release includes forward-looking statements as
defined under federal law, including, those related to the
Company's potential securities offering and tender offers. These
forward-looking statements are generally identified by the words
"believe," "expect," "anticipate," "estimate," "intend," "plan,"
"may," "should," "could," "will," "would," and "will be," and
similar expressions, although not all forward-looking statements
contain these identifying words. Such statements are subject to
significant risks, assumptions and uncertainties. Known material
factors that could cause the Company's actual results to differ
materially from the results contemplated by such forward-looking
statements are described in the risk factors in the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and those risk factors set
forth from time-to-time in other filings with the Securities and
Exchange Commission. Weatherford 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.
Investor Contacts:
Christoph
Bausch +1.713.836.4615
Executive Vice President and Chief Financial Officer
Karen
David-Green
+1.713.836.7430
Vice President – Investor Relations, Marketing and
Communications
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