Subsequent Events

Disposition of Businesses

On April 30, 2019, we completed the sale of our laboratory services business to Oil & Gas Labs, LLC, an affiliate of CSL Capital Management, L.P., for an aggregate purchase price of $206 million in cash, subject to escrow release and customary post-closing working capital adjustments. The business disposition included our laboratory and geological analysis business, including the transfer of substantially all employees, personnel and associated contracts related to the business.

On April 30, 2019, we completed the sale of our surface data logging business to Excellence Logging for $50 million in total consideration, subject to customary post-closing working capital adjustments. The business disposition included our surface data logging equipment, technology and associated contracts related to the business.

Restructuring Support Agreement

As a result of the substantial doubt about our ability to continue as a going concern we no longer have access to the remainder of our borrowing availability under our Revolving Credit Agreements.

Weatherford Ireland, Weatherford Bermuda and Weatherford Delaware (collectively, the “Weatherford RSA Parties,” or “Debtors”) expect to enter into a RSA with the majority of holders of our unsecured notes (the “Consenting Noteholders”). The potential parties to the RSA expect to agree to the principal terms of a proposed capital financial restructuring (the “Transaction”) of the Company. The Transaction is contemplated to be implemented through cases to be commenced by the Weatherford RSA Parties under Title 11 of the United States Code and an examinership proceeding to be commenced by Weatherford Ireland under the laws of Ireland (collectively, the “Cases”).

The proposed RSA contemplates a comprehensive deleveraging of our balance sheet and an approximately $5.85 billion reduction of our funded debt. Specifically, the RSA is expected to provide, in pertinent part, as follows:

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Our existing unsecured notes will be cancelled and exchanged for (a) 99% of the common stock of the reorganized Company (the “New Common Stock”) and (b) $1.25 billion of new tranche B senior unsecured notes to be issued by the reorganized Company with a seven-year maturity. Holders of the Company’s unsecured notes shall have the option to convert up to $500 million of the tranche B unsecured notes to New Common Stock at the mid-point of plan equity value. The tranche B unsecured notes will be pari passu with the tranche A senior unsecured notes described below.


•	Our existing secured funded debt and unsecured revolving credit facility debt will be repaid in full in cash in connection with the Transaction.


•	All trade claims against the Company (whether arising prior to or after the commencement of the Cases) will be paid in full in the ordinary course of business.


•	Our existing equity will be cancelled and exchanged for (a) 1% of the New Common Stock, and (b) three-year warrants to purchase 10% of the New Common Stock.

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Our DIP Facilities will be repaid or refinanced in full upon completion of the Transaction through the Company’s (a) entry into a first lien exit revolving credit facility in the principal amount of up to $1.0 billion and (b) issuance of up to $1.25 billion of new tranche A senior unsecured notes with a five-year maturity, which notes issuance will be fully backstopped by the Consenting Noteholders.

The proposed RSA contemplates that the Weatherford RSA Parties will enter into two DIP Facilities to provide liquidity for the Cases. The DIP Facilities are expected to consist of (a) a debtor-in-possession revolving credit facility in the principal amount of up to $750 million provided by banks or other lenders and (b) a debtor-in-possession term loan facility in the amount of up to $1.0 billion, which will be fully backstopped by the Consenting Noteholders. The DIP Facilities are expected to mature on the earlier of (i) the date that is 12 months after the Weatherford RSA Parties’ entry into the DIP Facilities or (ii) the date of completion of the Transaction. While there can be no assurance that we are able to enter into the RSA or the DIP Facilities described above, negotiation of definitive commitments for the RSA and the DIP Facilities is ongoing and is expected to be completed in the near term.

The proposed RSA includes certain milestones for the progress of the Cases, which include the dates by which the Weatherford RSA Parties are required to, among other things, obtain certain court orders and complete the Transaction. In addition, the parties to the proposed RSA will have the right to terminate the RSA (and their support for the Transaction) under certain circumstances, including, in the case of the Weatherford RSA Parties, if the board of directors of any Weatherford RSA Parties determines in good faith that performance under the RSA would be inconsistent with its fiduciary duties. Accordingly, no assurance can be given that the Transaction described in the RSA will be completed.