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Fresh Start Accounting
12 Months Ended
Dec. 31, 2021
Reorganizations [Abstract]  
Fresh Start Accounting
2 – Emergence from Chapter 11 Bankruptcy Proceedings

Restructuring Support Agreement; Voluntary Reorganization Under Chapter 11 of the U.S. Bankruptcy Code

On May 10, 2019, the Weatherford Parties entered into the Restructuring Support Agreement (“RSA”) with certain holders of our unsecured notes (“Consenting Creditors”), setting forth, subject to certain conditions, the terms of the proposed capital financial restructuring of the Company (“Transaction”). The RSA included certain milestones for the progress of the upcoming court proceedings, which included the dates by which the Weatherford Parties were required to, among other things, obtain certain court orders and complete the Transaction. On July 1, 2019, Weatherford Ireland, Weatherford Bermuda, and Weatherford Delaware, filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas (the “Cases”).

Emergence

The Company emerged from Chapter 11 with an Effective Date of December 13, 2019, except as noted below:

(1)the Company amended and restated its memorandum and articles of association on December 10, 2019;
(2)the Company appointed new members to the Successor’s board of directors to replace the directors of the Predecessor;
(3)all outstanding obligations under our unsecured senior and exchangeable notes were cancelled and the applicable agreements governing such obligations were terminated;
(4)the senior secured superpriority debtor-in-possession credit agreement (the “DIP Credit Agreement”) the Company previously entered into was paid in full and terminated;
(5)the Company issued a $2.1 billion aggregate principal amount of unsecured 11.00% Exit Notes due 2024; for additional details see “Note 13 – Borrowings and Other Debt Obligations”;
(6)the Company entered into a senior secured asset-based revolving credit agreement in an aggregate amount of $450 million (the “ABL Credit Agreement) with the lenders party thereto and Wells Fargo Bank, N.A. as administrative agent; for additional details see Note 13 – Borrowings and Other Debt Obligations;
(7)the Company entered into a senior secured letter of credit agreement in an aggregate amount of $195 million (the “LC Credit Agreement”) for issuance of bid and performance letters of credit; for additional details see Note 13 – Borrowings and Other Debt Obligations;
(8)the Company issued 69,999,954 shares of Successor new ordinary shares (“New Ordinary Shares”) to the holders of the Company’s existing senior notes and holders of the existing ordinary shares (“Old Ordinary Shares”); for additional details see “Note 19 – Shareholders’ Equity (Deficiency)”;
(9)the Company issued warrants (the “New Warrants”), to holders of the Company’s existing Old Ordinary Shares, to purchase up to an aggregate of 7,777,779 New Ordinary Shares in the Company at an exercise price of $99.96 per ordinary share. The New Warrants are exercisable until the earlier of December 13, 2023 and the date of consummation of any liquidity event as defined in the Warrant Agreement; for additional details see “Note 19 – Shareholders’ Equity (Deficiency)”.
Prepetition Charges

Expenses, gains and losses were realized or incurred before July 1, 2019 and in relation to the Cases are recorded under the caption “Prepetition Charges” on our 2019 Predecessor Consolidated Statements of Operations. The $86 million of prepetition charges primarily consisted of professional and other fees related to the Cases.

Reorganization Items

Any expenses, gains and losses that are realized or incurred as of or subsequent to the Petition Date and as a direct result of the Cases are recorded under “Reorganization Items” on our Consolidated Statements of Operations for the Predecessor and Successor Periods and consisted of the following:
SuccessorPredecessor
Period FromPeriod From
12/14/20191/1/2019
Year Endedthrough through
Reorganization Gain (Expense) (Dollars in millions)12/31/202012/31/201912/13/2019
Gain on Settlement of Liabilities Subject to Compromise $— $— $4,297 
Fresh Start Valuation Adjustments — — 1,434 
Reorganization Items for Plan Effects (Non-Cash)— — 5,731 
Unamortized Debt Issuance and Discount $— $— $(128)
Unamortized Interest Rate Derivative Loss — — (8)
Reorganization Items (Non-Cash)— — (136)
Backstop Commitment Fees $— $— $(81)
DIP Financing Fees — — (56)
Professional Fees (9)(4)(69)
Reorganization Fees(9)(4)(206)
Total Reorganization Items $(9)$(4)$5,389 
Reorganization Items (Fees) Unpaid$— $30 $30 
Reorganization Items (Fees) Paid$39 $$176 
3 – Fresh Start Accounting

Fresh Start Accounting

Upon emergence from bankruptcy, we qualified for and adopted Fresh Start Accounting in accordance with ASC 852, which resulted in the Company becoming a new entity for financial reporting purposes because (1) the holders of the then existing common shares of the Predecessor received less than 50 percent of the new common shares of the Successor outstanding upon emergence and (2) the reorganization value of the Company’s assets immediately prior to confirmation of the Plan was less than the total of all post-petition liabilities and allowed claims.

The reorganization value derived from the range of enterprise values associated with the Plan was allocated to the Company’s identifiable tangible and intangible assets and liabilities based on their estimated fair values (except for deferred income taxes) with the remaining excess value allocated to goodwill in accordance with ASC 805 – Business Combinations. The amount of deferred income taxes recorded was determined in accordance with ASC 740 – Income Taxes.

Reorganization Value

Under ASC 852, the Successor determined a value to be assigned to the equity of the emerging entity as of the date of adoption of Fresh Start Accounting. The Company engaged valuation experts to assist management in the allocation of such enterprise value to the assets and liabilities for financial reporting purposes based on management’s latest outlook as of the effective date. Based on this reassessment, the Company deemed it appropriate to use an enterprise value of $4.5 billion for financial reporting purposes.

The following table reconciles the enterprise value to the estimated fair value of our Successor common shares as of the Fresh Start Reporting Date:
(Dollars in millions)Fresh Start Reporting Date
Enterprise Value$4,516 
Plus: Cash and Cash Equivalents (includes $25 million cash collateral released from restricted cash on 12/17/19)
518 
Less: Fair Value of Debt(2,103)
Fair Value of Successor Equity as of December 13, 2019$2,931 

The following table reconciles the enterprise value to the reorganization value of the Successor’s assets to be allocated to the Company’s individual assets as of the Fresh Start Reporting Date:
(Dollars in millions)Fresh Start Reporting Date
Enterprise Value$4,516 
Plus: Cash and Cash Equivalents (includes $25 million cash collateral released from restricted cash on 12/17/19)
518 
Plus: Current Liabilities Excluding Short-term Borrowings and Current Portion of Long-term Debt1,707 
Plus: Non-current Liabilities Excluding Long-term Debt627 
Reorganization Value of Successor’s Assets to be Allocated$7,368 

With the assistance of third-party valuation advisors, we determined the enterprise and corresponding equity value of the Successor using various valuation methods, including: (i) a calculation of the present value of future cash flows based on our financial projections, and (ii) a peer group trading analysis. The enterprise value and corresponding equity value were dependent upon achieving the future financial results set forth in our valuations, as well as the realization of certain other assumptions. All estimates, assumptions, valuations and financial projections, including the fair value adjustments, the financial projections, the enterprise value and equity value projections, are inherently subject to significant uncertainties and the resolution of contingencies beyond our control. Accordingly, upon emergence we could not assure that the estimates, assumptions, valuations or financial projections would be realized, and actual results could vary materially.