UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 20, 2020
Weatherford International plc
(Exact name of registrant as specified in its charter)
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| Ireland | 001-36504 | 98-0606750 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| | | |
2000 St. James Place, Houston, Texas | | 77056 |
| (Address of principal executive offices) | | (Zip Code) |
| |
Registrant’s telephone number, including area code: 713.836.4000 |
| |
N/A |
| (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(s)1 | 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. ☐
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| 1 | On April 17, 2020, the New York Stock Exchange (the “NYSE”) filed a Form 25 with the Securities and Exchange Commission delisting our ordinary shares from trading on the NYSE, which delisting became effective 10 days after the filing of the Form 25. In accordance with Rule 12d2-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the de-registration of our ordinary shares under Section 12(b) of the Exchange Act became effective on July 16, 2020. |
| Item 7.01 | Regulation FD Disclosure. |
As previously disclosed, on August 4, 2020, Weatherford International Ltd. (“Weatherford Bermuda”), a wholly owned subsidiary of Weatherford International plc, entered into a commitment letter (the “Debt Commitment Letter”) with certain parties (such parties, the “Note Purchasers”) that are holders of Weatherford Bermuda’s 11.00% senior unsecured notes due 2024, pursuant to which the Note Purchasers committed to purchase $500 million of new 8.75% senior secured first lien notes due 2024 (the “New Notes”) issued by Weatherford Bermuda, subject to the terms and conditions set forth therein. The Note Purchasers’ commitments under the Debt Commitment Letter were previously scheduled to expire on August 21, 2020 unless the closing of the New Notes issuance occurred on or prior to such date. On August 20, 2020, the Note Purchasers and Weatherford Bermuda entered into a commitment extension letter that extended the scheduled expiration date of the Debt Commitment Letter to August 28, 2020.
The information contained in Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933 or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. The filing of Item 7.01 of this Current Report on Form 8-K (including the exhibit hereto or any information included herein or therein) shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.
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.
Date: August 20, 2020
| | Weatherford International plc | |
| | | | |
| | | | |
| | By: | /s/ Scott C. Weatherholt | |
| | | Scott C. Weatherholt | |
| | | Executive Vice President, General Counsel and Chief Compliance Officer | |
