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Ireland
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001-36504
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98-0606750
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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Westrasse 1
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,
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6340 Barr
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,
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Switzerland
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CH 6340
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(Address of principal executive offices)
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(Zip Code)
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Ordinary shares
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WFTIQ
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New York Stock Exchange
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Item 1.01
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Entry into a Material Definitive Agreement.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits
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Exhibit Number
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Exhibit Description
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Second RSA Amendment
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Weatherford International plc
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Date: August 26, 2019
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/s/ Christina M. Ibrahim
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Christina M. Ibrahim
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Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary
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a.
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the Warrant Documents are in any material respect not consistent with the Warrant Term Sheet and the Required Consenting Equityholders have not consented to such changes as provided in Section 4(b)(iv); and
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b.
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the last sentence of Section 15 of the Restructuring Support Agreement, as amended by the Second Amendment, is amended in a manner adverse to the Consenting Equityholders, or the Plan is modified in a manner inconsistent with the last sentence of Section 15 of the Restructuring Support Agreement, as amended by the Second Amendment, in each case without the consent of the Required Consenting Equityholders.
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By:
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/s/ Valentin Mueller
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By:
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/s/ Mohammed Dadhiwala
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By:
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/s/ Christine M. Morrison
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Aggregate Number of Interests Represented; Adjustment to Number
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The number of New Equity Interests represented by the New Warrants shall equal ten percent (10%) of the total New Equity Interests outstanding as of the Effective Date, subject to dilution for equity issued under or in connection with the New Management Incentive Plan and Tranche B Equity Conversion.
Adjustment to Number. If Reorganized Parent at any time (i) pays a dividend or distribution on the New Equity Interests consisting of additional New Equity Interests, (ii) subdivides its outstanding New Equity Interests into a greater number of New Equity Interests or (iii) combines its outstanding New Equity Interests into a smaller number of New Equity Interests (any of (i) through (iii), a “Unit Transaction”), the aggregate number of New Equity Interests represented by the New Warrants shall be deemed adjusted to a new aggregate number equal to the product of (a) the aggregate number of New Equity Interests represented by the New Warrants immediately prior to such event and (b) the quotient obtained by dividing (1) the aggregate number of New Equity Interests outstanding immediately after such event by (2) the aggregate number of New Equity Interests outstanding immediately prior to such event. No fractional New Warrants will be issued and any fractions will be rounded down to the nearest whole number.
For the avoidance of doubt, the New Warrants shall not have any economic anti-dilution provisions (e.g. ‘full ratchet’ or ‘volume weighted’), including as a result of any additional indebtedness or equity raised by the Reorganized Debtors on or after the Effective Date, regardless of whether the price of equity in or implied by such debt or equity raises is lower than the Strike Price. In addition, the New Warrants shall not have Black Scholes valuation-based entitlement to recovery or modification of the exercise price if the New Warrants are terminated in accordance with their terms (e.g., in a change-of-control transaction in which the Reorganized Parent is not the surviving entity) prior to the maturity date.
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Strike Price
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The “Strike Price” per New Warrant shall be an amount equal to (x) $[______]2 less the aggregate principal amount of the New Tranche B Senior Unsecured Notes outstanding on the Effective Date, divided by (y) the total number of New Equity Interests outstanding as of the Effective Date, as such strike price is adjusted from time to time as set forth below. In the case of a Unit Transaction, the Strike Price then in effect shall be proportionately increased or decreased as set forth in “Adjustment to Number” above, as applicable.
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Maturity Date
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ThreeFour (34) years from the Effective Date.
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Termination Date
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The New Warrants shall be deemed terminated and canceled for all purposes without further notice to or action of any Person or Entity upon the earlier to occur of either of the following: (a) the date a Liquidity Event is consummated; or (b) the Maturity Date. Upon termination of the New Warrants, all rights and obligations of the Reorganized Debtors and the holders of the New Warrants shall terminate and be of no further force or effect.
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Exercise
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Each New Warrant will be immediately exercisable upon issuance and will terminate if not exercised prior to the Termination Date. Additionally, no holder may exercise less than 100% of the New Warrants issued to it as of the Effective Date.
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Exercise Price
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Each New Warrant may be converted into New Equity Interests by the holders thereof only by the payment of the then-applicable Strike Price in cash to Reorganized Parent.
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No Rights as Stockholder
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No holder shall, by virtue of the New Warrants allocated to such holder, be entitled at any time prior to the conversion of such warrants into New Equity Interests to vote, receive dividends or distributions on, or be deemed for any purpose a holder of New Equity Interests, nor shall anything contained herein be construed to confer upon any such holder any of the rights of a holder of New Equity Interests or any right or entitlement to vote for or upon any matter submitted to such holders of New Equity Interests, to give or withhold consent to any corporate action, to receive notice of meetings or other actions affecting holders of New Equity Interests, to receive subscription rights, to exercise appraisal rights or otherwise. Rather, unless and until such holder converts its New Warrants into New Equity Interests, the sole and exclusive right and benefit of such holder shall be its right to exercise the New Warrants. The New Warrants shall not be evidenced by any warrant certificates.
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Defined Terms
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“Liquidity Event” means the first to occur of: (i) any transaction or series of related transactions that results in (a) the sale or exchange of all or substantially all of the equity interests of Reorganized Parent, or any successor, to one or more third parties (whether by merger, sale, recapitalization, consolidation, combination or otherwise) or (b) the sale, directly or indirectly, by Reorganized Parent, or any successor, of all or substantially all of the assets of Reorganized Parent, or any successor, and its subsidiaries, taken as a whole; or (ii) a liquidation, dissolution or winding up of Reorganized Parent or any successor; provided that, in each case, the closing or other consummation of such Liquidity Event occurs on or prior to the Maturity Date. Notwithstanding the foregoing, no transaction shall be a Liquidity Event if the Reorganized Parent shareholders prior to a transaction continue to own or control at least a majority of Reorganized Parent following such transaction.
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Non-Circumvention
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The New Warrants shall not contain any provision related to non-circumvention by Reorganized Parent to the extent reasonable and customary for transactions of this type.
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Governing Law and Jurisdiction
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New York, without regard to the principles of conflicts of law thereof.
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Other Terms
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The agreements governing the New Warrants shall contain terms and conditions consistent with this term sheet and, to the extent that such agreements contain terms and conditions that are not expressly contemplated by this term sheet, otherwise reasonably acceptable to the Debtors and Required Consenting Noteholders.
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