By Rebecca Melvin
New York, June 2 – Weatherford International Ltd., a subsidiary of Weatherford International plc, priced an upsized $1.1 billion of five-year exchangeable senior notes ahead of the market open on Thursday at par to yield 5.875% with an initial exchange premium of 40%, according to a pricing term sheet.
The registered, off-the-shelf deal was initially talked at $1 billion in size. The greenshoe was upsized to $165 million from $150 million.
Final terms were mixed compared to price talk, coming at the cheap end of 5.625% to 5.875% rate talk and at the rich end of 37.5% to 40% premium talk.
The notes were sold via joint bookrunning managers RBC Capital Markets LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, MUFG, Morgan Stanley & Co. LLC and Wells Fargo Securities LLC.
The notes are non-callable with no puts and mature July 1, 2021. They have takeover and dividend protection and net share settlement.
The securities are guaranteed by Weatherford International plc and Weatherford International LLC. The shares underlying the notes are Weatherford Ireland, listed on the New York Stock Exchange under the ticker “WFT.”
Proceeds are being used to fund all or a portion of tender offers to purchase certain of the company’s 6.25% senior notes due 2017, 6% senior notes due 2018, 9.625% senior notes due 2019 and 5.125% senior notes due 2020.
Proceeds not used to fund the tenders will be used to repay or retire other outstanding debt, including amounts under Weatherford Bermuda’s revolving credit facility.
Weatherford is an international oilfield service company.
| Issuer: | Weatherford International Ltd., a Bermuda exempted company
|
| Guarantors: | Weatherford International plc, an Irish public limited company, and Weatherford International LLC, a Delaware limited liability company
|
| Issue: | Exchangeable senior notes
|
| Amount: | $1.1 billion, upsized from $1 billion
|
| Greenshoe: | $165 million, upsized from $150 million
|
| Maturity: | July 1, 2021
|
| Bookrunners: | RBC Capital Markets LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, MUFG, Morgan Stanley & Co. LLC, Wells Fargo Securities LLC
|
| Co-managers: | Barclays, Skandinaviska Enskilda Banken AB, TD Securities (USA) LLC, UniCredit Capital Markets LLC, BBVA Securities Inc.
|
| Coupon: | 5.875%
|
| Price: | Par
|
| Yield: | 5.875%
|
| Exchange premium: | 40%
|
| Exchange rate: | 129.1656 shares
|
| Exchange price: | $7.74
|
| Call: | Non-callable, with no puts
|
| Net share settlement: | Yes
|
| Takeover protection: | Yes
|
| Dividend protection: | Yes
|
| Price talk: | 5.625%-5.875%, up 37.5%-40%
|
| Pricing date: | June 2
|
| Settlement date: | June 7
|
| Share reference symbol: | NYSE: WFT
|
| Share reference price: | $5.53, at close June 1
|
| Distribution: | Registered, off the shelf
|
| Market capitalization: | $4.8 billion
|
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