8-K

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 18, 2018

Weatherford International public limited company

(Exact name of registrant as specified in its charter)

Ireland	001-36504	98-0606750
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

Weststrasse 1, 6340 Baar, Switzerland	CH 6340
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: +41.22.816.1500

Not Applicable

(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))

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    o

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.    o

Item 1.01 Entry into a Material Definitive Agreement.

On October 18, 2018, Weatherford Worldwide Holdings GmbH (“WWH”), a wholly-owned subsidiary of Weatherford International plc (“Weatherford”), entered into a sale and purchase agreement (the “Agreement”), to sell Weatherford’s laboratory services business (the “Business”) to Oil & Gas Labs, LLC (“OGL”), an affiliate of CSL Capital Management, L.P. (“CSL”), for an aggregate purchase price of $205 million in cash, subject to customary post-closing working capital adjustments. CSL partnered with Carlyle Energy Mezzanine Opportunities Fund II, L.P., who will provide minority common equity and growth capital. The Business to be sold includes Weatherford’s laboratory and geological analysis business, including substantially all employees, personnel and associated contracts related to the Business.

The transaction is expected to close before year-end, subject to receipt of regulatory approvals and third-party consents, as well as other customary closing conditions. The Agreement also contains various representations, covenants, warranties and indemnity obligations of WHH and OGL, which we also consider customary for a transaction of this type.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, copies of which will be filed with Weatherford’s Annual Report on Form 10-K for the period ended December 31, 2018.

Forward-Looking Statements

The above statements and attached press release includes forward-looking statements as defined under federal law, including, but not limited to, those related to the sale transactions described herein and the use of proceeds therefrom. These forward-looking statements are generally identified by the words “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “may,” “should,” “could,” “will,” “would,” and “will be,” and similar expressions, although not all forward-looking statements contain these identifying words. Such statements are subject to significant risks, assumptions and uncertainties. Known material factors that could cause the Weatherford’s actual results to differ materially from the results contemplated by such forward-looking statements are described in the forward looking statements and risk factors in Weatherford’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and those risk factors set forth from time-to-time in other filings with the Securities and Exchange Commission. Weatherford undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events, or otherwise, except to the extent required under federal securities laws.

Item 7.01 Regulation FD Disclosure.

A copy of the press release announcing the sale of the Business is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)   Exhibits

99.1 Press release dated October 22, 2018 announcing the sale of the Business.

SIGNATURES

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 22, 2018
	/s/ Christoph Bausch
	Christoph Bausch
	Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

Press Release

Weatherford Announces Sale of Laboratory Services Business

BAAR,SWITZERLAND, October 22, 2018 – Weatherford International plc (NYSE: WFT) (the “Company” or “Weatherford”) today announced it has signed a definitive agreement to sell its laboratory services business to a group led by CSL Capital Management, L.P. ("CSL Capital") for $205 million in cash.

Under the agreement, Weatherford will divest its laboratory and geological analysis business, including personnel and associated contracts. After exiting the laboratory business, Weatherford will continue to maintain a close, collaborative relationship with CSL Capital that will enable it to continue to provide services to their joint customers.

The transaction is expected to close before year-end, subject to regulatory approvals, consents and other customary closing conditions. The transaction is subject to a customary post-closing working capital adjustment. Upon closing, Weatherford will use the proceeds to reduce its debt.

“We are happy to have signed an agreement with a group led by CSL Capital Management, who has a strong track record of investing in upstream oilfield services and who recognizes the importance of continuing our commitment to providing the highest level of service to our customers,” said Mark A. McCollum, President and Chief Executive Officer of Weatherford. “Weatherford’s laboratory business is a leader in the industry and its state of the art equipment and its highly qualified workforce are well recognized in the industry. We believe that this transaction will unlock the full potential of this business for its customers and its employees.”

“We are pleased to enter in to this transaction with Weatherford and we are excited to work with the talented employees of Weatherford Laboratories. Our intention is to invest in and grow this business to extend the leadership of this world-class laboratory and reservoir description company to serve the developing needs of the energy industry,” said Charlie Leykum, Founding Partner of CSL Capital. “CSL Capital will work closely with Weatherford over the next few months to ensure a seamless transition of the operations of the business to minimize any impact to customers, employees and suppliers.”

This transaction is one in a series of planned divestitures intended to maximize Weatherford shareholder value by refocusing the Company’s portfolio on core businesses most closely aligned with its long-term strategy and to reduce its debt.

CSL Capital partnered with the Carlyle Energy Mezzanine Opportunities Fund II, L.P. ("Carlyle") to complete this acquisition. Carlyle will provide minority common equity and growth capital.

About Weatherford

Weatherford is one of the largest multinational oilfield service companies providing innovative solutions, technology and services to the oil and gas industry. The Company operates in over 90 countries and has a network of approximately 740 locations, including manufacturing, service, research and development, and training facilities and employs approximately

28,450 people. For more information, visit www.weatherford.com and connect with Weatherford on LinkedIn, Facebook, Twitter and YouTube.

About CSL Capital

CSL Capital is a SEC-registered investment firm focused on energy services and equipment businesses in the U.S.  Headquartered in Houston, Texas, CSL Capital was founded in early 2008. The current CSL Capital portfolio includes several de novo, growth, recapitalization, and other investments. CSL Capital’s partners include financial institutions, endowments, foundations, and family offices, among other institutional groups. Since its 2008 inception, CSL Capital has raised in excess of $1.5 billion in equity capital and commitments across various investment vehicles. For more information, please visit www.cslenergy.com.

About The Carlyle Group

The Carlyle Group (NASDAQ: CG) is a global alternative asset manager with $210 billion of assets under management across 335 investment vehicles as of June 30, 2018. Carlyle’s purpose is to invest wisely and create value on behalf of its investors, many of whom are public pensions. Carlyle invests across four segments - Corporate Private Equity, Real Assets, Global Credit and Investment Solutions - in Africa, Asia, Australia, Europe, the Middle East, North America and South America. Carlyle has expertise in various industries, including: aerospace, defense & government services, consumer & retail, energy, financial services, healthcare, industrial, real estate, technology & business services, telecommunications & media and transportation. The Carlyle Group employs more than 1,625 people in 31 offices across six continents. www.carlyle.com.

###

Contacts:
Christoph Bausch	+1.713.836.4615
Executive Vice President and Chief Financial Officer, Weatherford
Karen David-Green	+1.713.836.7430
Senior Vice President, Stakeholder Engagement and Chief Marketing Officer, Weatherford
Kent Jamison	+1.281.407.0693
General Counsel, CSL Capital Management