EX-99.2
Exhibit 99.2
News Release
Weatherford Further Amends Previously Announced Tender Offers
Baar, Switzerland, June 10, 2016 –Weatherford International plc (NYSE: WFT) (the “Company” or “Weatherford”)
announced additional amendments with respect to the previously announced offers (as amended, the “Amended Tender Offers”) by Weatherford International Ltd., a Bermuda exempted company and indirect, wholly owned subsidiary of the Company
(“Weatherford Bermuda”), and Weatherford International, LLC, a Delaware limited liability company and indirect, wholly owned subsidiary of the Company and indirect subsidiary of Weatherford Bermuda (“Weatherford Delaware” and,
together with Weatherford Bermuda, the “Offerors”) to purchase for cash Weatherford Delaware’s 6.35% senior notes due 2017 (the “2017 Notes”) and Weatherford Bermuda’s 6.00% senior notes due 2018 (the “2018
Notes”), 9.625% senior notes due 2019 (the “2019 Notes”) and 5.125% senior notes due 2020 (the “2020 Notes” and, together with the 2017 Notes, 2018 Notes and 2019 Notes, the “Notes”).
The additional amendments provide for:
(i) an
increase in the aggregate maximum purchase price (excluding accrued interest) of Notes the Offerors are offering to purchase from $2.1 billion to $2.6 billion (the “Amended Aggregate Maximum Purchase Price”);
(ii) an increase in the consideration offered per $1,000 principal amount of the 2019 Notes and 2020 Notes as shown in the table below;
(iii) an elimination of the $275.0 million cap on the aggregate principal amount of 2020 Notes Weatherford Bermuda is offering to purchase;
and
(iv) Weatherford Bermuda having closed by the Early Settlement Date (as defined below) an offering of senior notes, in one or more
tranches and with terms and conditions satisfactory to Weatherford Bermuda (the “Senior Notes Offering”), that provides gross proceeds of at least $1.5 billion (an increase from the previously announced amount of $1.1 billion) (the
“Amended Financing Condition”).
This announcement amends Weatherford Delaware’s and Weatherford Bermuda’ Offer to Purchase, dated
June 1, 2016, (as amended by the press release filed on June 8, 2016 and as hereby further amended, the “Offer to Purchase”). Other than the amendments described above, all terms and conditions in the Offer to Purchase remain
unchanged.
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Dollars per $1,000
Principal Amount of Notes |
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| Title of Security |
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CUSIP
Number |
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Aggregate
Principal Amount
Outstanding |
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Tender Cap /
Initial Tender
Cap |
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Acceptance
Priority
Level |
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Tender Offer
Consideration /
Previously
Announced
Tender Offer
Consideration |
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Early
Tender
Premium |
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Total
Consideration /
Previously
Announced
Tender Offer
Consideration |
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| Weatherford Delaware’s 2017 Notes |
|
|
947074AJ9 /
947074AF7 /
U94320AC9 |
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$ |
600,000,000 |
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N/A |
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1 |
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$1,020.00 |
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$30 |
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$1,050.00 |
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| Weatherford Bermuda’s 2018 Notes |
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947075AD9 |
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$ |
500,000,000 |
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N/A |
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2 |
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$1,025.00 |
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$30 |
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$1,055.00 |
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| Weatherford Bermuda’s 2019 Notes |
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947075AF4 |
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$ |
1,000,000,000 |
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N/A /
$250,000,000 |
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3 |
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$1,070.00 /
$1,065.00 |
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$30 |
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$1,100.00 /
$1,095.00 |
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| Weatherford Bermuda’s 2020 Notes |
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94707VAA8 |
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$ |
773,088,000 |
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N/A /
$100,000,000 |
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4 |
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$ 915.00 /
$ 910.00 |
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$30 |
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$ 945.00 /
$ 940.00 |
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Holders of Notes that are validly tendered (and not validly withdrawn) prior to 5:00 p.m., New York City time, on
June 16, 2016 (the “Early Tender Date”), and accepted for purchase pursuant to the Amended Tender Offers will receive the applicable Total Consideration (as set forth in the table above) for such series, which includes the early
tender premium for such series of Notes set forth in the table above (with respect to each series of Notes, the “Early Tender Premium”). Holders of Notes tendering their Notes after the Early Tender Date will only be eligible to receive
the Tender Offer Consideration (as set forth in the table above), which is the Total Consideration less the Early Tender Premium.
All Notes validly
tendered and accepted for purchase pursuant to the Amended Tender Offers will receive the applicable consideration set forth in the table above, plus accrued and unpaid interest on such Notes from the last interest payment date with respect to those
Notes to, but not including, the applicable Settlement Date (as defined below). Tendered Notes may be withdrawn from the Amended Tender Offers prior to 5:00 p.m., New York City time, on June 16, 2016 (the “Withdrawal Deadline”),
unless extended by Weatherford Bermuda or Weatherford Delaware. Holders of Notes who tender their Notes after the Withdrawal Deadline, but prior to 12:00 midnight, New York City time, at the end of the day on June 30, 2016 (the “Expiration
Date”), may not withdraw their tendered Notes.
The Offerors reserve the right, but are under no obligation, subject to the satisfaction or waiver of
the conditions (including the Amended Financing Condition) to the Amended Tender Offers, to accept for purchase any Notes validly tendered and not validly withdrawn prior to the Early Tender Date, at any point following the Early Tender Date and
before the Expiration Date (the “Early Settlement Date”), subject to the Acceptance Priority Levels (as set forth in the table above), the Amended Aggregate Maximum Purchase Price and proration.
The Early Settlement Date will be determined at each Offeror’s option and is currently expected to occur on June 17, 2016, subject to all conditions to the Amended Tender Offers
(including the Amended Financing Condition) having been either satisfied or waived by the applicable Offeror. If the Amended Financing Condition is not satisfied or waived by the Early Settlement Date, the Offerors reserve the right, but are under
no obligation to accept for purchase any Notes validly tendered and not validly withdrawn prior to the Early Tender Date, at the Early Settlement Date, subject to an aggregate maximum purchase price of $1.1 billion (the “Initial Aggregate
Maximum Purchase Price”), the Acceptance Priority Levels, the Initial Tender Caps (as set forth in the table above), and proration. Irrespective of whether an Offeror chooses to exercise its option to have an Early Settlement Date, such Offeror
will purchase any remaining Notes that have been validly tendered and not validly withdrawn prior to the Expiration Date and that such Offeror chooses to accept for purchase promptly following the Expiration Date, subject to the Initial Aggregate
Maximum Purchase Price or the Amended Aggregate Maximum Purchase Price, as applicable, the Initial Tender Caps, as applicable, and proration (the “Final Settlement Date,” the Final Settlement Date and the Early Settlement Date each being a
“Settlement Date”). The Final Settlement Date is expected to occur on the first business day following the Expiration Date. Regardless of whether the Amended Financing Condition is satisfied or waived by the Early Settlement Date, Holders
tendering Notes pursuant to the Amended Tender Offers will receive the applicable Total Consideration or the Tender Offer Consideration (as set forth in the table above).
Subject to the Initial Aggregate Maximum Purchase Price or the Amended Aggregate Maximum Purchase Price, as applicable, the Initial Tender Caps, as
applicable, and proration, the Notes accepted on any Settlement Date will be accepted in accordance with their Acceptance Priority Levels set forth in the table above, with one being the highest Acceptance Priority Level and four being the lowest
Acceptance Priority Level. All Notes tendered before the Early Tender Date will be accepted for purchase in priority to other Notes tendered after the Early Tender Date, even if such Notes tendered after the Early Tender Date have a higher
Acceptance Priority Level than Notes tendered prior to the Early Tender Date.
Acceptance for tenders of any Notes may be subject to proration if the
aggregate principal amount for any series of Notes validly tendered and not validly withdrawn would cause the Initial Aggregate Maximum Purchase Price or the Amended Aggregate Maximum Purchase Price, as applicable, to be exceeded. Acceptance for
tenders of 2019 Notes and 2020 Notes may be subject to proration if the aggregate principal amount of the 2019 Notes or 2020 Notes validly tendered and not validly withdrawn is greater than the applicable Tender Cap, if any.
The consummation of the Amended Tender Offers is not conditioned upon any minimum amount of Notes being tendered. However, the Amended Tender Offers are
subject to the satisfaction or waiver of certain conditions in the Offer to Purchase, including the Amended Financing Condition.
Deutsche Bank Securities
Inc., Citigroup Global Markets Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC are the dealer managers in the Amended Tender Offers. Global Bondholder Services Corporation has been retained to serve as both the depositary and the
information agent for the Amended Tender Offers. Persons with questions regarding the Amended Tender Offers should contact Deutsche Bank Securities at (toll-free): (855) 287-1922
or (collect): (212) 250-7527, Citigroup Global Markets Inc. at (toll-free): (800) 558-3745 or (New York): (212) 723-6106, RBC Capital Markets, LLC at (toll-free):
(877) 381-2099 or (collect): (212) 618-7822 or Wells Fargo Securities, LLC at (toll-free): (866) 309-6316 or (collect): (704) 410-4760. Requests for copies of the Offer to Purchase and other related materials should be directed
to Global Bondholder Services Corporation at (toll-free): (866) 807-2200 or (collect): (212) 430-3774.
None of the Company, its board of
directors, the dealer managers, the depositary or the information agent or any of the Company, the Offerors or their respective affiliates, makes any recommendation as to whether holders of the Notes should tender any Notes in response to the
Amended Tender Offers. The Amended Tender Offers are made only by the Offer to Purchase. The Amended Tender Offers are 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 Amended Tender Offers are required to be made by a licensed broker or dealer, the Amended Tender Offers will be deemed to be made on behalf of the Offerors
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 over 100 countries and has a network of approximately 1,100 locations, including manufacturing, service, research and development, and training facilities and employs approximately 33,100 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 prospectus as supplemented, which is a part of the registration statement, and the risk factors described in the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2015 and those risk factors set forth from time-to-time in other filings with the SEC. 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 Contact:
Krishna
Shivram +1.713.836.4610
Executive Vice President and Chief Financial Officer
Karen
David-Green +1.713.836.7430
Vice President – Investor Relations, Corporate Marketing & Communications
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