Borrowings and Other Obligations | Borrowings and Other Obligations (Dollars in millions) 9/30/2020 12/31/2019 Finance Lease Current Portion $ 9 $ 10 Other Short-term Financing Arrangements 5 3 Short-term Borrowings $ 14 $ 13 11.00% Exit Notes due 2024 $ 2,098 $ 2,097 8.75% Senior Secured Notes due 2024 456 — Finance Lease Long-term Portion 48 54 Long-term Debt $ 2,602 $ 2,151 Credit Agreements ABL Credit Agreement On December 13, 2019, we entered into a senior secured asset-based lending agreement in an aggregate amount of $450 million (the “ABL Credit Agreement”) with the lenders party thereto and Wells Fargo Bank, N.A. as administrative agent. On August 28, 2020, we issued $500 million of 8.75% Senior Secured Notes due 2024 (“Senior Secured Notes”) and terminated the ABL Credit Agreement, resulting in the alleviation of our substantial doubt to continue as a going concern that was previously reported as of June 30, 2020. At the time of termination, there were no loan amounts outstanding under the ABL Credit Agreement, and all outstanding letters of credit thereunder were either cash collateralized or transferred to issuing banks under the senior secured letter of credit agreement (“LC Credit Agreement”), described below. Upon termination of the ABL Credit Agreement, we recorded $15 million of unamortized deferred debt issuance costs in “Interest Expense, Net” on our Condensed Consolidated Financial Statements. LC Credit Agreement On December 13, 2019, we entered into the LC Credit Agreement in an aggregate amount of $195 million maturing on June 13, 2024 with the lenders party thereto and Deutsche Bank Trust Company Americas as administrative agent. On August 28, 2020, we amended the LC Credit Agreement to, among other things, increase the aggregate commitments to $215 million, modify the maturity date to May 29, 2024 and reduce the minimum liquidity covenant from $200 million to $175 million. The LC Credit Agreement is used for the issuance of bid and performance letters of credit of the Company and certain of its subsidiaries. At September 30, 2020, we had approximately $168 million in outstanding letters of credit under the LC Credit Agreement and availability of $47 million. We incurred $6 million of issuance costs in obtaining the amendment, increasing our unamortized costs to $12 million. These issuance costs will be recognized over the term of the agreement in “Other Expense, Net” on our Condensed Consolidated Financial Statements. As of September 30, 2020, we had $346 million of letters of credit outstanding, consisting of the $168 million mentioned above under the LC Credit Agreement and another $178 million under various uncommitted facilities (of which there was $170 million in cash collateral held and recorded in “Restricted Cash” on the Condensed Consolidated Balance Sheets). The applicable terms, interest rates and fees for borrowings under the LC Credit Agreement are the same as those presented in “Note 13 – Short-Term Borrowings and other Debt Obligations” in our 2019 Annual Report. Long-term Debt On December 13, 2019, we issued unsecured 11% senior notes maturing December 1, 2024 (“Exit Notes”) for an aggregate principal amount of $2.1 billion. Interest on the Exit Notes accrues at the rate of 11% per annum and is payable semiannually in arrears on June 1 and December 1. The first interest payment was made on June 1, 2020. On August 28, 2020, Weatherford International Ltd., as issuer, Weatherford International plc and Weatherford International, LLC, as guarantors, and the other subsidiary guarantors party thereto, entered into an indenture with Wilmington Trust, National Association, as trustee and collateral agent, and issued the Senior Secured Notes in an aggregate principal amount of $500 million. Interest on the Senior Secured Notes accrues at the rate of 8.75% per annum and is payable semiannually in arrears on March 1 and September 1, commencing on March 1, 2021. Proceeds from the issuance were reduced by a purchase commitment discount of $25 million and a commitment fee of $15 million. These debt issuance costs along with legal and other direct costs are presented as a contra-liability of the carrying amount of the debt liability and will be recognized using the effective interest rate method over the term of the debt in “Interest Expense, Net” on our Condensed Consolidated Financial Statements. The Senior Secured Notes are fully and unconditionally guaranteed on a senior secured basis by the Company’s material domestic subsidiaries, certain material foreign subsidiaries, and in the future by other subsidiaries that guarantee its obligations under the LC Credit Agreement or other material indebtedness. The Senior Secured Notes are secured by substantially all of the assets of the Company and the guarantors (on an effectively first-priority basis with respect to the priority collateral for the Senior Secured Notes, and on an effectively second-priority basis with respect to the priority collateral for the LC Credit Agreement, in each case, subject to permitted liens). The indentures governing the Exit Notes and Senior Secured Notes contain covenants that limit, among other things, our ability and the ability of certain of our subsidiaries, to: incur, assume or guarantee additional indebtedness; pay dividends or distributions on capital stock or redeem or repurchase capital stock; make investments; sell stock of our subsidiaries; transfer or sell assets; create liens; enter into transactions with affiliates; and enter into mergers or consolidations. In addition, the Senior Secured Notes require maintaining at least $175 million of minimum liquidity as defined in the Senior Secured Notes indenture agreement. As of September 30, 2020, we were in compliance with the covenants of the aforementioned indentures and the LC Credit Agreement. Fair Value of Short and Long-term Borrowings The carrying value of our short-term borrowings approximates their fair value due to their short maturities. These short-term borrowings are classified as Level 2 in the fair value hierarchy. The fair value of our long-term debt fluctuates with changes in applicable interest rates among other factors. Fair value will exceed carrying value when the current market interest rate is lower than the interest rate at which the debt was originally issued and will be less than the carrying value when the market rate is greater than the interest rate at which the debt was originally issued. The fair value of our long-term debt is classified as Level 2 in the fair value hierarchy and is established based on observable inputs in less active markets. The table below presents the fair value and carrying value of the Exit and Senior Secured Notes. (Dollars in millions) 9/30/2020 12/31/2019 11.00% Exit Notes due 2024 $ 1,269 $ 2,252 8.75% Senior Secured Notes due 2024 511 — Fair Value $ 1,780 $ 2,252 Carrying Value $ 2,554 $ 2,097 The total fair value of our debt decreased significantly primarily due to the negative impact the COVID-19 pandemic had on our business and industry, which increased the credit spreads of our debt. |