Weatherford International plc S-3ASR, filed Jun 15, 2022

Weatherford International plc (WFRD)

S-3ASR 2022-06-15

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	Weatherford International Ltd. (Exact name of co-registrant as specified in its charter)			Weatherford International, LLC (Exact name of co-registrant as specified in its charter)
	Bermuda (State or other jurisdiction of incorporation or organization)			Delaware (State or other jurisdiction of incorporation or organization)
	98-0371344 (I.R.S. Employer Identification Number)			33-0430755 (I.R.S. Employer Identification Number)
	2000 St. James Place, Houston, Texas 77056 (713) 836-4000 (Address, including zip code, and telephone number, including area code, of co-registrant’s principal executive offices)			2000 St. James Place, Houston, Texas 77056 (713) 836-4000 (Address, including zip code, and telephone number, including area code, of co-registrant’s principal executive offices)

	Large accelerated filer ☐			Non-accelerated filer ☒
	Accelerated filer ☐			Smaller reporting company ☐
				Emerging growth company ☐

	Weatherford International Ltd. (a Bermuda exempted company)			Weatherford International, LLC (a Delaware limited liability company)
	Debt Securities Guarantees of Debt Securities			Debt Securities Guarantees of Debt Securities

	Page
ABOUT THIS PROSPECTUS		1
WHERE YOU CAN FIND MORE INFORMATION		3
FORWARD-LOOKING STATEMENTS		4
ABOUT US		6
RISK FACTORS		7
USE OF PROCEEDS		8
DESCRIPTION OF OUR ORDINARY SHARES		9
DESCRIPTION OF OPTIONS AND WARRANTS		12
DESCRIPTION OF DEBT SECURITIES		15
DESCRIPTION OF SHARE PURCHASE CONTRACTS AND SHARE PURCHASE UNITS		26
PLAN OF DISTRIBUTION		27
LEGAL MATTERS		29
EXPERTS		29
SERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIES		29

SEC registration fee		*
Legal fees and expenses		**
Accounting fees and expenses		**
Rating agency fees		**
Trustee fees and expenses		**
Printing expenses		**
Miscellaneous		**
Total	$	**

	Exhibit Number			Description
	1.1			Form of Underwriting Agreement*
	4.1			Amended and Restated Memorandum and Articles of Association of Weatherford International plc, (incorporated by reference to Exhibit 3.1 to Weatherford International plc’s Current Report on Form 8-K (File No. 1-36504) filed December 18, 2019)
	4.2			Memorandum of Association of Weatherford International Ltd., a Bermuda exempted company (incorporated by reference to Annex II to the proxy statement/prospectus included in Amendment No. 1 to the Registration Statement on Form S-4 of Weatherford International Ltd. (File No. 333-85644) filed May 22, 2002)
	4.3			Certificate of Deposit of Memorandum of Increase of Share Capital of Weatherford International Ltd., a Bermuda exempted company (incorporated by reference to Annex II to the proxy statement/prospectus included in Amendment No. 1 to the Registration Statement on Form S-4 of Weatherford International Ltd. (File No. 333-85644), filed May 22, 2002)
	4.4			Bye-Laws of Weatherford International Ltd., a Bermuda exempted company, as amended on May 10, 2016 (incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-3 of Weatherford International plc (File No. 333-216034), filed February 13, 2017)
	4.5			Certificate of Assistant Secretary of Weatherford International Ltd., a Bermuda exempted company, as to the adoption of a resolution increasing authorized share capital (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Weatherford International Ltd. (File No. 1-31339), filed May 15, 2006)
	4.6			Certificate of Formation of Weatherford International, LLC, a Delaware limited liability company (incorporated by reference to Exhibit 4.7 to the Registration Statement on Form S-3 of Weatherford International Ltd. (File No. 333-194431), filed March 7, 2014)
	4.7			Limited Liability Company Agreement of Weatherford International, LLC, a Delaware limited liability company (incorporated by reference to Exhibit 4.8 to the Registration Statement on Form S-3 of Weatherford International Ltd. (File No. 333-194431), filed March 7, 2014)
	4.8			Form of Indenture among Weatherford International plc, Weatherford International Ltd., Weatherford International, LLC, and Deutsche Bank Trust Company Americas, as trustee
	4.9			Form of Debt Security (included as part of Exhibit 4.8)
	4.10			Form of Guarantee (included as part of Exhibit 4.8)
	4.11			Form of Purchase Contract Agreement relating to Share Purchase Contracts and Share Purchase Units*
	4.12			Form of Pledge Agreement for Share Purchase Contracts and Share Purchase Units*
	4.13			Form of Option Agreement*
	4.14			Form of Warrant Agreement*
	5.1			Opinion of King & Spalding LLP
	5.2			Opinion of Matheson
	5.3			Opinion of Conyers Dill & Pearman Limited
	23.1			Consent of King & Spalding LLP (included in its opinion filed as Exhibit 5.1)
	23.2			Consent of Matheson (included in its opinion filed as exhibit 5.2 hereto)
	23.3			Consent of Conyers Dill & Pearman Limited (included in its opinion filed as Exhibit 5.3)
	23.4			Consent of KPMG LLP
	24.1			Power of Attorney for officers and directors of Weatherford International plc (included as part of signature page)
	24.2			Power of Attorney for officers and directors of Weatherford International Ltd. (included as part of signature page)

	Exhibit Number			Description
	24.3			Power of Attorney for officers and directors of Weatherford International, LLC (included as part of signature page)
	25.1			Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Deutsche Bank Trust Company Americas, as Trustee under the Indenture
	107			Calculation of Filing Fee Table

				WEATHERFORD INTERNATIONAL PLC
				By: /s/ Girishchandra K. Saligram Girishchandra K. Saligram President, Chief Executive Officer and Director

	Signature			Title
	/s/ Girishchandra K. Saligram Girishchandra K. Saligram			President, Chief Executive Officer and Director (Principal Executive Officer)
	/s/ H. Keith Jennings H. Keith Jennings			Executive Vice President and Chief Financial Officer (Principal Financial Officer)
	/s/ Desmond J. Mills Desmond J. Mills			Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
	/s/ Charles M. Sledge Charles M. Sledge			Chairman of the Board and Director

	Signature			Title
	/s/ Benjamin C. Duster IV Benjamin C. Duster IV			Director
	/s/ Neal P. Goldman Neal P. Goldman			Director
	/s/ Jacqueline C. Mutschler Jacqueline C. Mutschler			Director

				WEATHERFORD INTERNATIONAL LTD.
				By: /s/ H. Keith Jennings H. Keith Jennings President and Chief Financial Officer

	Signature			Title
	/s/ Andrea Carreiro Andrea Carreiro			Director
	/s/ Javier B. Garcia Javier B. Garcia			Director
	/s/ Jonathan B. Wolens Jonathan B. Wolens			Director

				WEATHERFORD INTERNATIONAL, LLC
				By: /s/ Etienne Roux Etienne Roux President

	Signature			Title
	/s/ Etienne Roux Etienne Roux			President (Principal Executive Officer)
	/s/ H. Keith Jennings H. Keith Jennings			Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Article One DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION		1
Section 101.	Definitions	1
Section 102.	Compliance Certificates and Opinions	9
Section 103.	Form of Documents Delivered to Trustee	10
Section 104.	Acts of Holders	10
Section 105.	Notices, Etc., to Trustee, Issuer and Guarantors	11
Section 106.	Notice to Holders; Waiver	12
Section 107.	Conflict with Trust Indenture Act	12
Section 108.	Effect of Headings and Table of Contents	12
Section 109.	Successors and Assigns	12
Section 110.	Separability Clause	13
Section 111.	Benefits of Indenture	13
Section 112.	Governing Law; Submission to Jurisdiction; Jury Trial Waiver	13
Section 113.	Legal Holidays	14
Section 114.	No Personal Liability of Directors, Officers, Employees and Shareholders	14
Section 115.	Counterparts	15
Section 116.	Currency Exchange	15
Section 117.	Payment in Required Currency; Judgment Currency	15
Section 118.	U.S.A. Patriot Act	16
Section 119.	Reduction in Capital	16
Article Two SECURITY FORMS		16
Section 201.	Forms Generally	16
Section 202.	Form of Face of Security	17
Section 203.	Form of Reverse of Security	19
Section 204.	Form of Trustee’s Certificate of Authentication	24
Section 205.	Securities in Global Form	25
Section 206.	Guarantee; Form of Guarantee	25
Article Three THE SECURITIES		26
Section 301.	Amount Unlimited; Issuable in Series	26
Section 302.	Denominations	29

Section 303.	Execution, Authentication, Delivery and Dating	29
Section 304.	Temporary Securities	31
Section 305.	Registration, Registration of Transfer and Exchange	31
Section 306.	Mutilated, Destroyed, Lost and Stolen Securities	34
Section 307.	Payment of Interest; Interest Rights Preserved	35
Section 308.	Persons Deemed Owners	36
Section 309.	Cancellation	36
Section 310.	Computation of Interest	37
Section 311.	CUSIP Numbers	37
Article Four SATISFACTION AND DISCHARGE		37
Section 401.	Satisfaction and Discharge of Indenture	37
Section 402.	Application of Trust Money	39
Section 403.	Satisfaction, Discharge and Defeasance of Securities of any Series	39
Section 404.	Reinstatement	41
Article Five REMEDIES		41
Section 501.	Events of Default	41
Section 502.	Acceleration of Maturity; Rescission and Annulment	43
Section 503.	Collection of Indebtedness and Suits for Enforcement by Trustee	44
Section 504.	Trustee May File Proofs of Claim	45
Section 505.	Trustee May Enforce Claims Without Possession of Securities	46
Section 506.	Application of Money Collected	46
Section 507.	Limitation on Suits	47
Section 508.	Unconditional Right of Holders to Receive Principal, Premium and Interest	47
Section 509.	Restoration of Rights and Remedies	47
Section 510.	Rights and Remedies Cumulative	48
Section 511.	Delay or Omission Not Waiver	48
Section 512.	Control by Holders	48
Section 513.	Waiver of Past Defaults	48
Section 514.	Undertaking for Costs	49
Section 515.	Waiver of Stay or Extension Laws	49
Article Six THE TRUSTEE		49
Section 601.	Certain Duties and Responsibilities	49
Section 602.	Notice of Defaults	50
Section 603.	Certain Rights of Trustee	51

Section 604.	Not Responsible for Recitals or Issuance of Securities	53
Section 605.	May Hold Securities	53
Section 606.	Money Held in Trust	53
Section 607.	Compensation and Reimbursement	54
Section 608.	Disqualification; Conflicting Interests.	55
Section 609.	Corporate Trustee Required; Different Trustees for Different Series; Eligibility	55
Section 610.	Resignation and Removal; Appointment of Successor	55
Section 611.	Acceptance of Appointment by Successor	57
Section 612.	Merger, Conversion, Consolidation or Succession to Business	58
Section 613.	Preferential Collection of Claims Against the Issuer or a Guarantor	58
Section 614.	Authenticating Agents	58
Article Seven HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND ISSUER		60
Section 701.	Issuer to Furnish Trustee Names and Addresses of Holders	60
Section 702.	Preservation of Information; Communications to Holders	60
Section 703.	Reports by Trustee	62
Section 704.	Reports by Weatherford Parent	62
Article Eight CONSOLIDATION, MERGER, CONVEYANCE, SALE OR LEASE		63
Section 801.	Issuer and Guarantors May Consolidate, Etc., on Certain Terms	63
Section 802.	Successor Corporation to be Substituted	64
Section 803.	Opinion of Counsel and Officer’s Certificate to be Given to Trustee	65
Article Nine SUPPLEMENTAL INDENTURES		65
Section 901.	Supplemental Indentures without Consent of Holders	65
Section 902.	Supplemental Indentures with Consent of Holders	67
Section 903.	Execution of Supplemental Indentures	68
Section 904.	Effect of Supplemental Indentures	68
Section 905.	Conformity with Trust Indenture Act	68
Section 906.	Reference in Securities to Supplemental Indentures	68
Article Ten COVENANTS		69
Section 1001.	Payment of Principal, Premium and Interest	69
Section 1002.	Maintenance of Office or Agency	69
Section 1003.	Money for Securities Payments to Be Held in Trust	69
Section 1004.	Limitation on Liens	70
Section 1005.	Limitation on Sale and Leaseback Transactions	73
Section 1006.	Defeasance of Certain Obligations	73

Section 1007.	Statement by Officer as to Default	75
Section 1008.	Waiver of Certain Covenants	75
Section 1009.	Calculation of Original Issue Discount	75
Article Eleven REDEMPTION OF SECURITIES		76
Section 1101.	Applicability of Article	76
Section 1102.	Election to Redeem; Notice to Trustee	76
Section 1103.	Selection of Securities to Be Redeemed	76
Section 1104.	Notice of Redemption	76
Section 1105.	Deposit of Redemption Price	77
Section 1106.	Securities Payable on Redemption Date	77
Section 1107.	Securities Redeemed in Part	78
Article Twelve SINKING FUNDS		78
Section 1201.	Applicability of Article	78
Section 1202.	Satisfaction of Sinking Fund Payments with Securities	78
Section 1203.	Redemption of Securities for Sinking Fund	78
Article Thirteen GUARANTEE		79
Section 1301.	Guarantee	79
Section 1302.	Execution and Delivery of Guarantee	80
Section 1303.	Notice to Trustee	80
Section 1304.	This Article Not to Prevent Events of Default	80
Section 1305.	Amendment, Etc.	80
Section 1306.	Limitation on Liability	80
Section 1307.	Limitation on Liability - Ireland	80

Trust Indenture Act Section		Indenture Section
§ 310(a)(1)		609
	(a)(2)	609
	(a)(3)	Not
	(a)(4)	Applicable
	(b)	Not
		Applicable
		608, 610
§ 311(a)		613
	(b)	613
	(b)(2)	703(a)
§ 312(a)		701, 702(a)
	(b)	702(b)
	(c)	702(c)
§ 313(a)		703(a)
	(b)(1)	Not
	(b)(2)	Applicable
	(c)	703(a)
	(d)	703(a)
		703(b)
§ 314(a)		704
	(b)	Not
	(c)(1)	Applicable
	(c)(2)	102
	(c)(3)	102
	(d)	Not
	(e)	Applicable
		Not
		Applicable
		102
§ 315(a)		601(a)
	(b)	602
	(c)	601(b)
	(d)	601(c)
	(d)(1)	601(c)(1)
	(d)(2)	601(c)(2)
	(d)(3)	601(c)(3)
	(e)	514
§ 316(a)(1)(A)		502, 512
	(a)(1)(B)	513

Year	Redemption Price For Redemption Through Operation of the Sinking Fund	Redemption Price For Redemption Otherwise Than Through Operation of the Sinking Fund

Date of declaration	Acceleration Amount per principal amount at Stated Maturity

Dated:
	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee

	By
	Authorized Signatory

Date: _______________	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee

	By
		Authorized Signatory

	As Authenticating Agent

	By
		Authorized Signatory

	WEATHERFORD INTERNATIONAL, LLC

	By:
		Name:
		Title:


	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee

	By:
		Name:
		Title:

NEW YORK		13-4941247
(Jurisdiction of Incorporation or		(I.R.S. Employer
organization if not a U.S. national bank)		Identification no.)

Weatherford International Ltd.		Weatherford International, LLC
(Exact name of co-registrant as specified in its charter)		(Exact name of co-registrant as specified in its charter)
Bermuda		Delaware
(State or other jurisdiction of incorporation or organization)		(State or other jurisdiction of incorporation or organization)
98-0371344		33-0430755
(I.R.S. Employer Identification Number)		(I.R.S. Employer Identification Number)
2000 St. James Place, Houston, Texas 77056 (713) 836-4000		2000 St. James Place, Houston, Texas 77056 (713) 836-4000
(Address, including zip code, and telephone number, including area code, of co-registrant’s principal executive offices)		(Address, including zip code, and telephone number, including area code, of co-registrant’s principal executive offices)

Name		Address

Federal Reserve Bank (2nd District)		New York, NY
Federal Deposit Insurance Corporation		Washington, D.C.
New York State Banking Department		Albany, NY

	Exhibit 1 -		Restated Organization Certificate of Bankers Trust Company dated August 31, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 25, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 18, 1998;Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 3, 1999; and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated March 14, 2002, incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 333-201810.

	Exhibit 2 -		Certificate of Authority to commence business, incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-201810.

	Exhibit 3 -		Authorization of the Trustee to exercise corporate trust powers, incorporated herein by reference to Exhibit 3 filed with Form T-1 Statement, Registration No. 333-201810.

	Exhibit 4 -		A copy of existing By-Laws of Deutsche Bank Trust Company Americas, dated April 29, 2021 (see attached).

	Exhibit 5 -		Not applicable.

	Exhibit 6 -		Consent of Bankers Trust Company required by Section 321(b) of the Act, incorporated herein by reference to Exhibit 6 filed with Form T-1 Statement, Registration No. 333-201810.

	Exhibit 7 -		A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

	Exhibit 8 -		Not Applicable.

	Exhibit 9 -		Not Applicable.

	DEUTSCHE BANK TRUST COMPANY AMERICAS

	/s/ Jacqueline Bartnick
By:		Name: Jacqueline Bartnick
		Title: Director