Weatherford International plc filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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Oil and Gas Field Machinery
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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): October 6, 2025
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: 713 .836.4000
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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:
Securities registered pursuant to Section 12(b) of the Act:
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| Ordinary shares, $0.001 par value per share | WFRD | NASDAQ Global Select Market | ||||||
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Item 1.01 | Entry into a Material Definitive Agreement. | ||||
On October 6, 2025, Weatherford International Ltd. (the “Issuer”), a wholly owned subsidiary of Weatherford International plc (the “Weatherford”), issued $1,200 million in aggregate principal amount of 6.750% Senior Notes due 2033 (the “Notes”) in a private offering at an offering price of 100% of the principal amount thereof (the “Notes Offering”). The Notes were offered to persons reasonably believed to be qualified institutional buyers in an offering exempt from registration in reliance on Rule 144A under the Securities Act of 1933 (the “Securities Act”), and outside the United States in reliance on Regulation S under the Securities Act. The Issuer intends to use the proceeds from the Notes Offering, together with cash on hand, to (i) fund its previously announced tender offer (the “Tender Offer”) for up to $1,300 million of its 8.625% Senior Unsecured Notes due 2030 (the “2030 Notes”) and (ii) pay accrued and unpaid interest on the 2030 Notes as well as pay related transaction fees and expenses.
The Notes were issued pursuant to a separate indenture (the “Indenture”), by and among the Issuer, Weatherford, as guarantor, and UMB Bank, N.A., as trustee. The Notes are senior unsecured obligations of the Issuer and are unconditionally guaranteed on an unsecured basis by Weatherford and certain of Weatherford’s restricted subsidiaries.
The Notes bear interest at a rate of 6.750% per annum. Interest on the Notes accrues from October 6, 2025 and is payable in arrears on April 15 and October 15 of each year, commencing on April 15, 2026. The Notes mature on October 15, 2033 unless earlier redeemed or repurchased, and are subject to the terms and conditions set forth in the Indenture. The Issuer may redeem some or all of the Notes at the redemption prices and on the terms specified in the Indenture. If the Issuer experiences specific kinds of changes in control, then the Issuer must offer to repurchase the Notes on the terms set forth in the Indenture. The Indenture limits, among other things, Weatherford’s ability and the ability of its restricted subsidiaries to (i) grant or incur liens, (ii) enter into sale and lease-back transactions and (iii) engage in a merger or consolidation. The Indenture contains customary events of default, including, among other things, failure to make required payments, failure to comply with certain agreements or covenants, failure to pay or acceleration of certain other indebtedness, certain events of bankruptcy and insolvency, and failure to pay certain judgments. The foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by reference to the Indenture, a copy of which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
Item 2.03 | Creation of a Direct Financial Obligation. | ||||
The information set forth in Item 1.01 is incorporated into this Item 2.03 by reference.
Item 9.01 | Financial Statements and Exhibits. | |||||||
(d) | Exhibits | |||||||
Exhibit Number | Exhibit Description | |||||||
| 4.1 | ||||||||
| 4.2 | ||||||||
104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |||||||
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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.
| Weatherford International plc | ||||||||
| Date: October 6, 2025 | By: | /s/ Scott C. Weatherholt | ||||||
| Scott C. Weatherholt | ||||||||
| Executive Vice President, General Counsel and Chief Compliance Officer | ||||||||
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