UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
| incorporation) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including
area code: (
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01 | Entry into a Material Definitive Agreement. |
On December 1, 2022, Weatherford International, LLC (“WIL-Delaware”), Weatherford International plc (the “Company”), as parent guarantor, Weatherford International Ltd. (the “WIL-Bermuda”), as issuer, and Deutsche Bank Trust Company Americas, as trustee (together with WIL-Delaware, the Company and WIL-Bermuda, the “Parties”), entered into a supplemental indenture (the “Supplemental Indenture”) to the indenture dated as of October 27, 2021 (the “Indenture”) by and among the Parties and the other guarantors party thereto, providing for the issuance of the 8.625% Senior Notes due 2030 by WIL-Bermuda (the “Notes”).
The Supplemental Indenture, among other things, (i) adds WIL-Delaware as a co-issuer of the Notes and a co-obligor of any and all of WIL-Bermuda’s obligations under the Indenture and the Notes, on the same terms and subject to the same conditions as WIL-Bermuda, on a joint and several basis and, concurrently, (ii) unconditionally releases WIL-Delaware’s guarantee of the Notes under the Indenture.
The foregoing description of the Indenture and the Supplemental Indenture is only a summary and does not purport to be complete and is qualified in its entirety by reference to the full text of the Indenture and the Supplemental Indenture, copies of which are attached hereto as Exhibits 4.1 and 4.2, respectively, and are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Weatherford International plc | ||
| Date: December 5, 2022 | ||
| By: | /s/ Desmond J. Mills | |
| Name: | Desmond J. Mills | |
| Title: | Interim Chief Financial Officer, Senior Vice President and Chief Accounting Officer |