Weatherford lifts tender cap to $2.6 billion, ups offer for two series

By Wendy Van Sickle

Columbus, Ohio, June 10 – Weatherford International plc said it is now tendering for up to $2.6 billion of four note series issued by subsidiaries Weatherford International Ltd. (Weatherford Bermuda) and Weatherford International LLC (Weatherford Delaware).

The company also increased the consideration it is offering for two series of notes and eliminated the cap on one series, according to a company update.

The maximum purchase amount was increased from $2.1 billion, which was twice previously increased from $1.1 billion and $1 billion.

As announced June 1, Weatherford is offering to purchase Weatherford Delaware’s 6.35% senior notes due 2017 and Weatherford Bermuda’s 6% senior notes due 2018, 9 5/8% senior notes due 2019 and 5 1/8% senior notes due 2020, listed in order of acceptance priority.

The latest amendment eliminated the tender cap for the 2020 notes, which earlier this week the company had increased to $275 million from $100 million. Also earlier this week, the 2019 notes’ previous tender cap of $250 million was eliminated.

The companies previously said they reserve the right to increase the maximum purchase price or the tender caps without extending withdrawal rights.

The removal of the cap on the 2019 and 2020 notes is conditioned upon Weatherford Bermuda having closed by the early settlement date an offering of senior notes, in one or more tranches and with terms and conditions satisfactory to Weatherford Bermuda for gross proceeds of at least $1.5 billion, which was upsized under the latest amendment from $1.1 million.

The total purchase price per $1,000 principal amount of notes was increased to $1,100 from $1,095 for the 2019 notes and to $944 from $940 for the 2020 notes. The total purchase price per $1,000 principal amount remains $1,050 for the 2017 notes and $1,055 for the 2018 notes.

The offers run through midnight ET on June 30.

The early tender deadline is 5 p.m. ET on June 16.

Holders who tender their notes by the early tender deadline will receive the total purchase price, which includes an early tender premium of $30 per $1,000 principal amount.

Those who tender after the early tender date will receive the tender offer payment, or the total amount less the early tender premium.

The issuers will also pay accrued interest to but excluding settlement date, which is expected to be June 17 for early tenders.

Tenders may be withdrawn prior to 5 p.m. ET on June 16.

Notes tendered by the early tender date will be accepted for purchase in priority to other notes tendered after the early deadline, even if those notes tendered after the early deadline have a higher acceptance priority level than the notes tendered prior to the early deadline, the company previously said.

Deutsche Bank Securities Inc. (855 287-1922 or 212 250-7527), Citigroup Global Markets Inc. (800 558-3745 or 212 723-6106), RBC Capital Markets, LLC (877 381-2099 or 212 618-7822) and Wells Fargo Securities, LLC (866 309-6316 or 704 410-4760) are the dealer managers in the tender offers. Global Bondholder Services Corp. (866 807-2200 or 212 430-3774) is the depositary and the information agent.

Weatherford is an international oilfield service company based in Baar, Switzerland, with operational headquarters in Houston.

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