T-3 1 a19-11484_2t3.htm T-3

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM T-3

 


 

FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES

UNDER THE TRUST INDENTURE ACT OF 1939

 

WEATHERFORD INTERNATIONAL, LLC

(Name of Co-Applicant)*

 

2000 St. James Place, Houston, Texas 77056

(Address of Principal Executive Offices of Co-Applicant)

 

WEATHERFORD INTERNATIONAL LTD.

(Name of Co-Applicant)*

 

2000 St. James Place, Houston, Texas 77056

(Address of Principal Executive Offices of Co-Applicant)

 

Securities to be Issued Under the Indenture to be Qualified

 

Title of Class

 

Amount

8.00% Senior Unsecured Notes Due 2026

 

$1,250,000,000**

 

Approximate date of proposed public offering:

 

On, or as soon as practicable following, the effective date (the “Effective Date”) under the Joint Prepackaged Plan of Reorganization of Weatherford International plc and its Affiliate Debtors under Chapter 11 of the Bankruptcy Code (as amended or supplemented, the “Plan of Reorganization”).

 


 

Christina M. Ibrahim
Weatherford International plc
Executive Vice President, General Counsel,
Chief Compliance Officer and Corporate Secretary
2000 St. James Place
Houston, Texas 77056
(713) 836-4000
(Name and Address of Agent for Service)

 

Copies to:
Ryan J. Maierson
John M. Greer
Latham & Watkins LLP
811 Main Street, Suite 3700
Houston, Texas 77002
(713) 546-5400

 


 

The Applicants hereby amend this application for qualification on such date or dates as may be necessary to delay its effectiveness until (i) the 20th day after the filing of an amendment which specifically states that it shall supersede this application for qualification, or (ii) such date as the Securities and Exchange Commission, acting pursuant to section 307(c) of the Trust Indenture Act of 1939, may determine upon the written request of the Applicants.

 


 

*                 The Co-Applicants listed on the following page are also included in this application as Applicants.

**          The principal amount of the Notes to be issued by each Co-Applicant will be disclosed in an amendment to this application.

 

 

 


 

The 8.00% Senior Unsecured Notes due 2026 (the “2026 Notes”) will be issued by either Weatherford International, LLC (“Weatherford Delaware”) or Weatherford International Ltd. (“Weatherford Bermuda” and together with Weatherford Delaware, the “Issuers”). Each of the Issuers will guarantee the 2026 Notes that they do not issue. The following affiliates of the Issuers are expected to be guarantors (the “Guarantors” and, together with the Issuers, the “Applicants”) of the 2026 Notes as of the Effective Date and are co-applicants on this application.

 

Table of Co-Applicants

 

Name of Guarantors

 

Advantage R&D, Inc.

Benmore In-Depth Corp.

Case Services, Inc.

Colombia Petroleum Services Corp.

Columbia Oilfield Supply, Inc.

Datalog Acquisition, LLC

Discovery Logging, Inc.

Edinburgh Petroleum Services Americas Incorporated

eProduction Solutions, LLC

High Pressure Integrity, Inc.

In-Depth Systems, Inc.

International Logging LLC

International Logging S.A., LLC

Key International Drilling Company Limited

PD Holdings (USA), L.P.

Precision Drilling GP, LLC

Precision Energy International Ltd.

Precision Energy Services Colombia Ltd.

Precision Energy Services ULC

Precision Energy Services, Inc.

Precision Oilfield Services, LLP

Sabre Drilling Ltd.

Stealth Oil & Gas, Inc.

Tooke Rockies, Inc.

Visean Information Services Inc.

Visual Systems, Inc.

Warrior Well Services, Inc.

Weatherford (Nova Scotia) ULC

Weatherford (PTWI), L.L.C.

Weatherford Artificial Lift Systems, LLC

Weatherford Australia Pty Limited

Weatherford Bermuda Holdings Ltd.

Weatherford Canada Ltd.

Weatherford Colombia Limited

Weatherford DISC Inc.

Weatherford Drilling International (BVI) Ltd.

Weatherford Drilling International Holdings (BVI) Ltd.

Weatherford Eurasia Limited

Weatherford European Holdings (Luxembourg) S.à r.l.

Weatherford Global Services LLC

Weatherford Holdings (Bermuda) Ltd.

Weatherford Holdings (BVI) Ltd.

Weatherford Holdings (Switzerland) GmbH

Weatherford Holdings U.S. LLC

Weatherford International (Luxembourg) Holdings S.à r.l.

Weatherford International Holding (Bermuda) Ltd.

 

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Weatherford International plc

Weatherford Investment Holding LLC

Weatherford Investment Inc.

Weatherford Latin America LLC

Weatherford Management Company Switzerland Sàrl

Weatherford Management, LLC

Weatherford Netherlands B.V.

Weatherford Norge AS

Weatherford Oil Tool Middle East Limited

Weatherford Pangaea Holdings Ltd.

Weatherford Products GmbH

Weatherford Services S. de R.L.

Weatherford Services, Ltd.

Weatherford Switzerland Trading and Development GmbH

Weatherford Technology Holdings, LLC

Weatherford U.K. Limited

Weatherford U.S. Holdings, L.L.C.

Weatherford U.S., L.P.

Weatherford URS Holdings, LLC

Weatherford Worldwide Holdings GmbH

Weatherford/Lamb, Inc.

WEUS Holding, LLC

WIHBV LLC

WOFS Assurance Limited

WOFS International Finance GmbH

WOFS Swiss Finance GmbH

WUS Holding, L.L.C.

 

GENERAL

 

1. General Information.

 

The form of organization of and the state or other sovereign power under the laws of which each Applicant is organized are as follows:

 

Name

 

Form of Organization

 

Jurisdiction

Weatherford International, LLC

 

Limited liability company

 

Delaware

Weatherford International Ltd.

 

Exempted company

 

Bermuda

Weatherford International plc

 

Public limited company

 

Ireland

Advantage R&D, Inc.

 

Corporation

 

Delaware

Benmore In-Depth Corp.

 

Corporation

 

Texas

Case Services, Inc.

 

Corporation

 

Texas

Colombia Petroleum Services Corp.

 

Corporation

 

Delaware

Columbia Oilfield Supply, Inc.

 

Corporation

 

Delaware

Datalog Acquisition, LLC

 

Limited liability company

 

Delaware

Discovery Logging, Inc.

 

Corporation

 

Texas

Edinburgh Petroleum Services Americas Incorporated

 

Corporation

 

Texas

eProduction Solutions, LLC

 

Limited liability company

 

Texas

High Pressure Integrity, Inc.

 

Corporation

 

Louisiana

In-Depth Systems, Inc.

 

Corporation

 

Texas

International Logging LLC

 

Limited liability company

 

California

International Logging S.A., LLC

 

Limited liability company

 

Nevada

Key International Drilling Company Limited

 

Exempted company

 

Bermuda

PD Holdings (USA), L.P.

 

Limited partnership

 

Delaware

 

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Precision Drilling GP, LLC

 

Limited liability company

 

Delaware

Precision Energy International Ltd.

 

Corporation

 

Canada

Precision Energy Services Colombia Ltd.

 

Corporation

 

Canada

Precision Energy Services ULC

 

Unlimited liability corporation

 

Canada

Precision Energy Services, Inc.

 

Corporation

 

Delaware

Precision Oilfield Services, LLP

 

Limited liability partnership

 

Texas

Sabre Drilling Ltd.

 

Exempted company

 

Bermuda

Stealth Oil & Gas, Inc.

 

Corporation

 

Delaware

Tooke Rockies, Inc.

 

Corporation

 

Wyoming

Visean Information Services Inc.

 

Corporation

 

Texas

Visual Systems, Inc.

 

Corporation

 

California

Warrior Well Services, Inc.

 

Corporation

 

Illinois

Weatherford (Nova Scotia) ULC

 

Unlimited liability corporation

 

Canada

Weatherford (PTWI), L.L.C.

 

Limited liability company

 

Delaware

Weatherford Artificial Lift Systems, LLC

 

Limited liability company

 

Delaware

Weatherford Australia Pty Limited

 

Proprietary company

 

Australia

Weatherford Bermuda Holdings Ltd.

 

Exempted company

 

Bermuda

Weatherford Canada Ltd.

 

Corporation

 

Canada

Weatherford Colombia Limited

 

International business company

 

British Virgin Islands

Weatherford DISC Inc.

 

Corporation

 

Nevada

Weatherford Drilling International (BVI) Ltd.

 

International business company

 

British Virgin Islands

Weatherford Drilling International Holdings (BVI) Ltd.

 

International business company

 

British Virgin Islands

Weatherford Eurasia Limited

 

Corporation

 

England

Weatherford European Holdings (Luxembourg) S.à r.l.

 

Private limited liability company

 

Luxembourg

Weatherford Global Services LLC

 

Limited liability company

 

Louisiana

Weatherford Holdings (Bermuda) Ltd.

 

Exempted company

 

Bermuda

Weatherford Holdings (BVI) Ltd.

 

International business company

 

British Virgin Islands

Weatherford Holdings (Switzerland) GmbH

 

Limited liability company

 

Switzerland

Weatherford Holdings U.S. LLC

 

Limited liability company

 

Delaware

Weatherford International (Luxembourg) Holdings S.à r.l.

 

Private limited liability company

 

Luxembourg

Weatherford International Holding (Bermuda) Ltd.

 

Exempted company

 

Bermuda

Weatherford Investment Holding LLC

 

Limited liability company

 

Delaware

Weatherford Investment Inc.

 

Limited liability company

 

Delaware

Weatherford Latin America LLC

 

Limited liability company

 

Delaware

Weatherford Management Company Switzerland Sàrl

 

Limited liability company

 

Switzerland

Weatherford Management, LLC

 

Limited liability company

 

Delaware

Weatherford Netherlands B.V.

 

Private limited liability company

 

Netherlands

Weatherford Norge AS

 

Limited company

 

Norway

Weatherford Oil Tool Middle East Limited

 

International business company

 

British Virgin Islands

Weatherford Pangaea Holdings Ltd.

 

Exempted company

 

Bermuda

Weatherford Products GmbH

 

Limited liability company

 

Switzerland

Weatherford Services S. de R.L.

 

Corporation

 

Panama

Weatherford Services, Ltd.

 

Exempted company

 

Bermuda

Weatherford Switzerland Trading and Development GmbH

 

Limited liability company

 

Switzerland

Weatherford Technology Holdings, LLC

 

Limited liability company

 

Delaware

Weatherford U.K. Limited

 

Corporation

 

England

Weatherford U.S. Holdings, L.L.C.

 

Limited liability company

 

Delaware

Weatherford U.S., L.P.

 

Limited partnership

 

Louisiana

Weatherford URS Holdings, LLC

 

Limited liability company

 

Delaware

Weatherford Worldwide Holdings GmbH

 

Limited liability company

 

Switzerland

Weatherford/Lamb, Inc.

 

Corporation

 

Delaware

WEUS Holding, LLC

 

Limited liability company

 

Delaware

WIHBV LLC

 

Limited liability company

 

Delaware

WOFS Assurance Limited

 

Exempted company

 

Bermuda

 

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WOFS International Finance GmbH

 

Limited liability company

 

Switzerland

WOFS Swiss Finance GmbH

 

Limited liability company

 

Switzerland

WUS Holding, L.L.C.

 

Limited liability company

 

Delaware

 

2. Securities Act Exemption Applicable.

 

Prior to the Effective Date, the Applicants intend to distribute, under the terms and subject to the conditions set forth in the Disclosure Statement for Joint Prepackaged Plan of Reorganization for Weatherford International plc and its Affiliate Debtors under Chapter 11 of the Bankruptcy Code (as may be amended or supplemented, the “Disclosure Statement”) and the accompanying Plan of Reorganization, copies of which will be filed by amendment as Exhibits T3E-1 and T3E-2 to this application, respectively, $1.25 billion of the 2026 Notes to holders of (i) those certain 5.125% senior unsecured notes due 2020, issued by Weatherford Bermuda; (ii) those certain 7.750% senior unsecured notes due 2021, issued by Weatherford Bermuda; (iii) those certain 5.875% exchangeable senior unsecured notes due 2021, issued by Weatherford Bermuda; (iv) those certain 4.500% senior unsecured notes due 2022, issued by Weatherford Bermuda; (v) those certain 8.250% senior unsecured notes due 2023, issued by Weatherford Bermuda; (vi) those certain 9.875% senior unsecured notes due 2024, issued by Weatherford Bermuda; (vii) those certain 6.500% senior unsecured notes due 2036, issued by Weatherford Bermuda; (viii) those certain 7.000% senior unsecured notes due 2038, issued by Weatherford Bermuda; (ix) those certain 9.875% senior unsecured notes due 2039, issued by Weatherford Bermuda; (x) those certain 6.750% senior unsecured notes due 2040, issued by Weatherford Bermuda; (xi) those certain 5.950% senior unsecured notes due 2042, issued by Weatherford Bermuda; (xii) those certain 9.875% senior unsecured notes due 2025, issued by Weatherford Delaware; and (xiii) those certain 6.800% senior unsecured notes due 2037, issued by Weatherford Delaware (collectively, the “Old Notes”).

 

The 2026 Notes will be issued pursuant to the indentures to be qualified under this application (together, the “Indentures”), copies of which are included herein as Exhibits T3C-1 and T3C-2.

 

Generally, Section 1145(a)(1) of Title 11 of the United States Code (the “Bankruptcy Code”) exempts an offer and sale of securities under a plan of reorganization from registration under the Securities Act of 1933, as amended (the “Securities Act”), and state securities laws if three principal requirements are satisfied: (i) the securities must be offered and sold under a plan of reorganization and must be securities of the debtor, an affiliate participating in a joint plan of reorganization with the debtor or a successor to the debtor under the plan of reorganization; (ii) the recipients of the securities must hold a claim against, an interest in, or an administrative expense claim against the debtor; and (iii) the securities must be issued entirely in exchange for the recipient’s claim against or interest in the debtor, or principally in such exchange and partly for cash or property.

 

The Applicants believe that the offer of the 2026 Notes under the solicitation of acceptances for the Plan of Reorganization and the exchange of the Old Notes for the 2026 Notes, together with certain other consideration, under the Plan of Reorganization will satisfy the requirements of Section 1145(a)(1) of the Bankruptcy Code and, therefore, such offer and exchange is exempt from the registration requirements referred to above. To the extent that the solicitation of acceptances of the Plan of Reorganization constitutes an offer of new securities not exempt from registration under Section 1145(a)(1) of the Bankruptcy Code, the Applicants will also rely on Section 4(a)(2) of the Securities Act and, to the extent applicable, Regulation D promulgated thereunder.

 

AFFILIATIONS

 

3. Affiliates.

 

(a) The diagrams filed herewith under Exhibit 99.1 which is incorporated herein by reference indicate the relationship of the Applicants to each of their affiliates as of the date of this Application and their expected affiliation after the Effective Date, as applicable. Except as otherwise disclosed above, the Issuers expect all of the entities to exist upon consummation of the Plan of Reorganization, in the ownership described above. Additional entities may be formed in connection with the consummation of the Plan of Reorganization or thereafter.

 

(b) Certain directors and executive officers of the Applicants may be deemed their “affiliates” by virtue of their respective positions in each entity. See Item 4, “Directors and Executive Officers.”

 

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(c) Certain persons may be deemed to be “affiliates” of the Applicants by virtue of their holdings of voting securities of the Applicants. See Item 5, “Principal Owners of Voting Securities.”

 

MANAGEMENT AND CONTROL

 

4. Directors and Executive Officers.

 

(a) Directors and Executive Officers of the Issuers. The names of the executive officers and managers and the mailing address and telephone number of the Issuers as of the date of this application are as set forth on Exhibit 99.2 hereto, which is incorporated herein by reference.

 

(b) Directors and Executive Officers of the Guarantors. The names of the executive officers and directors, managers or managing members, as applicable, and the mailing address and telephone number, of each of the Guarantors as of the date of this application are as set forth on Exhibit 99.2 hereto, which is incorporated herein by reference.

 

(c) Directors and Executive Officers of the Applicants on the Effective Date. On the Effective Date, a slate of directors and officers will be appointed pursuant to the Plan of Reorganization, which slate may consist of new and current directors and officers.

 

5. Principal Owners of Voting Securities.

 

(a) Following the Effective Date, it is expected that certain holders of claims under the Old Notes may receive 10% or more of a class of the Issuers’ voting securities pursuant to the Plan of Reorganization.

 

(a) As of June 27, 2019, the ownership of voting securities of the Issuers is set forth on Exhibit 99.3 hereto, which is incorporated herein by reference.

 

(b) As of June 27, 2019, the ownership of voting securities of each Guarantor is set forth on Exhibit 99.3 hereto, which is incorporated herein by reference.

 

UNDERWRITERS

 

6. Underwriters.

 

(a) The following table sets forth information regarding all persons who have acted as an underwriter of any securities of the Applicants within three years prior to the date of the filing of this Application.

 

Name

 

Mailing Address

 

Offering

Barclays Capital Inc.

 

745 Seventh Avenue
New York, New York 10019

 

Weatherford Delaware’s February 2018 Offering of 9.875% Senior notes due 2025

Weatherford Bermuda’s June 2016 Offering of 7.750% Senior Notes due 2021 and 8.250% Senior Notes due 2023

BBVA Securities Inc.

 

1345 Avenue of the Americas
New York, New York 10105

 

Weatherford Delaware’s February 2018 Offering of 9.875% Senior notes due 2025

Weatherford Bermuda’s June 2016 Offering of 7.750% Senior Notes due 2021 and 8.250% Senior Notes due 2023

 

6


 

Citigroup Global Markets Inc.

 

388 Greenwich Street
New York, New York 10010

 

Weatherford Delaware’s February 2018 Offering of 9.875% Senior notes due 2025

Weatherford Bermuda’s June 2016 Offering of 7.750% Senior Notes due 2021 and 8.250% Senior Notes due 2023

Deutsche Bank Securities Inc.

 

60 Wall Street
New York, New York 10005

 

Weatherford Delaware’s February 2018 Offering of 9.875% Senior notes due 2025

Weatherford Bermuda’s June 2016 Offering of 7.750% Senior Notes due 2021 and 8.250% Senior Notes due 2023

J.P. Morgan Securities LLC

 

383 Madison Avenue
New York, New York 10179

 

Weatherford Delaware’s February 2018 Offering of 9.875% Senior notes due 2025

Weatherford International plc’s November 2016 Offering of (i) 84,500,000 Ordinary Shares, (ii) Warrant to Purchase 84,500,000 Ordinary Shares and (iii) 84,500,000 Ordinary Shares Issuable upon Exercise of the Warrant

Weatherford Bermuda’s June 2016 Offering of 7.750% Senior Notes due 2021 and 8.250% Senior Notes due 2023

Morgan Stanley & Co. LLC

 

1585 Broadway
New York, New York 10036

 

Weatherford Delaware’s February 2018 Offering of 9.875% Senior notes due 2025

Weatherford Bermuda’s November 2016 Offering of 9.875% Senior Notes due 2024

Weatherford Bermuda’s June 2016 Offering of 7.750% Senior Notes due 2021 and 8.250% Senior Notes due 2023

MUFG Securities Americas Inc.

 

1221 Avenue of the Americas
New York, New York 10020

 

Weatherford Bermuda’s June 2016 Offering of 7.750% Senior Notes due 2021 and 8.250% Senior Notes due 2023

RBC Capital Markets, LLC

 

Three World Financial Center
200 Vesey Street
New York, New York 10281

 

Weatherford Delaware’s February 2018 Offering of 9.875% Senior notes due 2025

Weatherford Bermuda’s June 2016 Offering of 7.750% Senior Notes due 2021 and 8.250% Senior Notes due 2023

 

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Skandinaviska Enskilda Banken AB

 

245 Park Avenue, 33rd Floor
New York, New York 10167

 

Weatherford Delaware’s February 2018 Offering of 9.875% Senior notes due 2025

Weatherford Bermuda’s June 2016 Offering of 7.750% Senior Notes due 2021 and 8.250% Senior Notes due 2023

Standard Chartered Bank

 

1095 Avenue of the Americas
New York, NY 10036

 

Weatherford Delaware’s February 2018 Offering of 9.875% Senior notes due 2025

Weatherford Bermuda’s June 2016 Offering of 7.750% Senior Notes due 2021 and 8.250% Senior Notes due 2023

TD Securities (USA) LLC

 

31 West 52nd Street, 9th Floor
New York, New York 10019

 

Weatherford Delaware’s February 2018 Offering of 9.875% Senior notes due 2025

Weatherford Bermuda’s June 2016 Offering of 7.750% Senior Notes due 2021 and 8.250% Senior Notes due 2023

UniCredit Capital Markets LLC

 

150 East 42nd Street
New York, New York 10017

 

Weatherford Delaware’s February 2018 Offering of 9.875% Senior notes due 2025

Weatherford Bermuda’s June 2016 Offering of 7.750% Senior Notes due 2021 and 8.250% Senior Notes due 2023

Wells Fargo Securities, LLC

 

375 Park Avenue
New York, New York 10152

 

Weatherford Delaware’s February 2018 Offering of 9.875% Senior notes due 2025

Weatherford Bermuda’s June 2016 Offering of 7.750% Senior Notes due 2021 and 8.250% Senior Notes due 2023

 

(b) No person is acting, or has proposed to act, as a principal underwriter of the 2026 Notes proposed to be offered pursuant to the Indentures.

 

CAPITAL SECURITIES

 

7. Capitalization.

 

(a) The information with respect to each authorized class of securities of the Issuers and each Guarantor as of May 31, 2019 is set forth in the capitalization table attached to this application as Exhibit 99.2 hereto, which is incorporated herein by reference.

 

(b) Each holder of common stock of Weatherford Bermuda and the Guarantors that are corporations has one vote on all matters to be voted upon by stockholders with no cumulative voting rights. Weatherford Delaware and the

 

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Guarantors that are limited liability companies are either controlled by their members or their board of managers. The Guarantors that are partnerships are controlled by their general partner or their board of directors.

 

(c) As of the Effective Date, the listed classes of securities in Exhibit 99.2 will be cancelled and will no longer be outstanding. On the Effective Date, Weatherford International plc’s capital structure will consist of new publicly tradable shares of common stock (the “New Common Stock”), the [   ]% Senior Unsecured Notes due 2024, the 2026 Notes and warrants to purchase shares of the New Common Stock. The amount authorized and outstanding of the foregoing securities will be decided in connection with the confirmation of the Plan of Reorganization.

 

INDENTURE SECURITIES

 

8. Analysis of Indenture Provisions.

 

The 2026 Notes will be subject to the Indentures among the Applicants and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”). The following is a general description of certain provisions of the Indentures, and the description is qualified in its entirety by reference to the forms of Indentures included herein as Exhibits T3C-1 and T3C-2. Capitalized terms used below and not defined herein have the meanings ascribed to them in the Indentures.

 

(a) Events of Default; Withholding of Notice of Default.

 

The Indentures contain certain customary events of default, including: (1) default in the payment of any interest when it becomes due and payable, and continuance of such default for a period of 30 days (unless the entire amount of the payment is deposited with the trustee or with a paying agent prior to the expiration of the 30-day period), (2) default in the payment of principal at maturity, (3) default in the performance or breach of any other covenant or warranty in the applicable indenture, which default continues uncured for a period of 60 days after (i) receipt of written notice from the trustee or (ii) the applicable Issuer and the trustee receive written notice from the holders of not less than 25% in principal amount of the 2026 Notes as provided in the applicable Indenture, and (4) certain voluntary or involuntary events of bankruptcy, insolvency or reorganization of the applicable Issuer.

 

If a default occurs and is continuing and is actually known to the Trustee, the Trustee must send to each holder of the 2026 Notes notice of the default within 90 days after it occurs, unless such default shall have been cured or waived before the giving of such notice. Except in the case of certain defaults in payment with respect to any New Note, the Trustee may withhold notice if and so long as it in good faith determines that withholding notice is in the interests of the holders of the 2026 Notes.

 

(b) Authentication and Delivery of the 2026 Notes; Application of Proceeds.

 

The 2026 Notes will be signed by one or more officers of the applicable Issuer. No New Note will be entitled to any benefit under the applicable Indenture unless it bears a certificate of authentication executed by the Trustee in manual or facsimile signature. The Trustee may appoint an authenticating agent.

 

The Issuers will not receive any proceeds from the issuance of the 2026 Notes pursuant to the Plan of Reorganization.

 

(d) Satisfaction and Discharge.

 

Each Indenture will be discharged and will cease to be of further effect as to all outstanding 2026 Notes thereunder if (i)(1) all the 2026 Notes thereunder theretofore authenticated and delivered have been delivered to the Trustee for cancellation or (2) all the 2026 Notes thereunder not theretofore delivered to the Trustee for cancellation (a) have become due and payable, (b) will become due and payable at their Stated Maturity within one year or (c) have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the applicable Issuer and such Issuer has deposited with the Trustee amounts of consideration sufficient to satisfy such Issuer’s obligations under the Indenture and pay all other sums due and payable under the Indenture by such Issuer with respect to the 2026 Notes issued by such Issuer; and (ii) the applicable Issuer has delivered to the Trustee an officers’ certificate and an opinion of counsel stating

 

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that all conditions precedent under such Indenture relating to the satisfaction and discharge of such Indenture have been complied with.

 

(e) Evidence of Compliance with Conditions and Covenants.

 

Each Issuer is required to deliver to the Trustee within 120 days after the end of each fiscal year of such Issuer an officers’ certificate stating whether the signers thereof have knowledge of any failure by such Issuer to comply with all conditions and covenants then required to be performed under the applicable Indenture and, if so, specifying each such failure and the nature thereof. Each Issuer is required to deliver to the Trustee within 30 days after such Issuer becomes aware of the occurrence of any event of default or default under the applicable Indenture, written notice setting forth the details of such event of default or default, its status and the action that such Issuer is taking or proposing to take in respect thereto.

 

9. Other Obligors.

 

Other than the Applicants, no other person is an obligor with respect to the 2026 Notes.

 

Contents of application for qualification. This application for qualification comprises:

 

(a) Pages numbered 1 through 10, consecutively.

 

(b) The statement of eligibility and qualification on Form T-1 of the Trustee under the Indentures to be qualified (filed as Exhibit 25.1 hereto).

 

(c) The exhibits listed on the Index to Exhibits attached hereto in addition to those filed as part of the Form T-1 statement of eligibility and qualification of the Trustee.

 

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INDEX TO EXHIBITS

 

Exhibit

 

Description

 

 

 

Exhibit T3A-1

 

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., a Swiss joint-stock corporation (File No. 333-194431), filed March 7, 2014)

 

 

 

Exhibit T3A-2

 

Memorandum and Articles of Association of Weatherford International plc, an Irish public limited company (incorporated by reference to Exhibit 3.1 to Weatherford International plc’s Current Report on Form 8-K12B (File No. 1-36504) filed June 17, 2014)

 

 

 

Exhibit T3A-3

 

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., a Bermuda exempted company (File No. 333-85644) filed May 22, 2002)

 

 

 

Exhibit T3A-4

 

Certificate of Incorporation of Advantage R & D, Inc., a Delaware corporation

 

 

 

Exhibit T3A-5

 

Certificate of Formation of Benmore In-Depth Corp., a Texas corporation

 

 

 

Exhibit T3A-6

 

Amended and Restated Articles of Incorporation of Case Services, Inc., a Texas corporation

 

 

 

Exhibit T3A-7

 

Certificate of Incorporation of Colombia Petroleum Services Corp., a Delaware corporation

 

 

 

Exhibit T3A-8

 

Certificate of Incorporation of Columbia Oilfield Supply, Inc., a Delaware corporation

 

 

 

Exhibit T3A-9

 

Certificate of Formation of Datalog Acquisition, LLC, a Delaware limited liability company

 

 

 

Exhibit T3A-10

 

Articles of Incorporation of Discovery Logging, Inc., a Texas corporation

 

 

 

Exhibit T3A-11

 

Articles of Incorporation of Edinburgh Petroleum Services Americas Incorporated, a Texas corporation

 

 

 

Exhibit T3A-12

 

Certificate of Formation of eProduction Solutions, LLC, a Texas limited liability company

 

 

 

Exhibit T3A-13

 

Articles of Incorporation of High Pressure Integrity, Inc., a Louisiana corporation

 

 

 

Exhibit T3A-14

 

Articles of Incorporation of In-Depth Systems, Inc., a Texas corporation

 

 

 

Exhibit T3A-15

 

Articles of Organization of International Logging LLC, a California limited liability company

 

 

 

Exhibit T3A-16

 

Articles of Organization of International Logging S.A., LLC, a Nevada limited liability company

 

 

 

Exhibit T3A-17

 

Memorandum of Association of Key International Drilling Company Limited, a Bermuda exempted company

 

 

 

Exhibit T3A-18

 

Certificate of Limited Partnership of PD Holdings (USA), L.P., a Delaware limited partnership, as amended

 

 

 

Exhibit T3A-19

 

Certificate of Formation of Precision Drilling GP, LLC, a Delaware limited liability company

 

 

 

Exhibit T3A-20

 

Articles of Incorporation of Precision Energy International Ltd., an Alberta corporation

 

11


 

Exhibit T3A-21

 

Articles of Incorporation of Precision Energy Services Colombia Ltd., an Alberta corporation, as amended

 

 

 

Exhibit T3A-22

 

Certificate of Amendment and Registration of Restated Articles of Precision Energy Services ULC, an Alberta unlimited liability corporation

 

 

 

Exhibit T3A-23

 

Certificate of Incorporation of Precision Energy Services, Inc., a Delaware corporation, as amended

 

 

 

Exhibit T3A-24

 

Certificate of Limited Partnership of Precision Oilfield Services, LLP, a Texas registered limited liability partnership, as amended

 

 

 

Exhibit T3A-25

 

Memorandum of Association of Sabre Drilling Ltd., a Bermuda exempted company

 

 

 

Exhibit T3A-26

 

Certificate of Incorporation of Stealth Oil & Gas, Inc., a Delaware corporation

 

 

 

Exhibit T3A-27

 

Articles of Incorporation of Tooke Rockies, Inc., a Wyoming corporation

 

 

 

Exhibit T3A-28

 

Articles of Incorporation of Visean Information Services Inc., a Texas corporation, as amended

 

 

 

Exhibit T3A-29

 

Amended and Restated Articles of Incorporation of Visual Systems, Inc., a California corporation

 

 

 

Exhibit T3A-30

 

Articles of Incorporation of Warrior Well Services, Inc., an Illinois corporation

 

 

 

Exhibit T3A-31

 

Memorandum of Association of Weatherford (Nova Scotia) ULC, a Nova Scotia unlimited liability corporation

 

 

 

Exhibit T3A-32

 

Certificate of Formation of Weatherford (PTWI) L.L.C., a Delaware limited liability company

 

 

 

Exhibit T3A-33

 

Certificate of Formation of Weatherford Artificial Lift Systems, LLC, a Delaware limited liability company

 

 

 

Exhibit T3A-34

 

Certificate of Incorporation of Weatherford Australia Pty Limited, an Australian proprietary company

 

 

 

Exhibit T3A-35

 

Memorandum of Association of Weatherford Bermuda Holdings Ltd., a Bermuda exempted company

 

 

 

Exhibit T3A-36

 

Certificate of Amendment and Registration of Restated Articles of Weatherford Canada Ltd., an Alberta corporation

 

 

 

Exhibit T3A-37

 

Amended and Restated Memorandum of Association of Weatherford Colombia Limited, a British Virgin Islands international business company

 

 

 

Exhibit T3A-38

 

Articles of Incorporation of Weatherford DISC Inc., a Nevada corporation

 

 

 

Exhibit T3A-39

 

Amended and Restated Memorandum of Association of Weatherford Drilling International (BVI) Ltd., a British Virgin Islands international business company

 

 

 

Exhibit T3A-40

 

Amended and Restated Memorandum of Association of Weatherford Drilling International Holdings (BVI) Ltd., a British Virgin Islands international business company

 

 

 

Exhibit T3A-41

 

Articles of Association of Weatherford Eurasia Limited, an England corporation, as amended

 

12


 

Exhibit T3A-42

 

Amended and Restated Articles of Association of Weatherford European Holdings (Luxembourg) S.á r.l, a Luxembourg private limited liability company

 

 

 

Exhibit T3A-43

 

Articles of Organization of Weatherford Global Services LLC, a Louisiana limited liability company

 

 

 

Exhibit T3A-44

 

Memorandum of Association of Weatherford Holdings (Bermuda) Ltd., a Bermuda exempted company

 

 

 

Exhibit T3A-45

 

Amended and Restated Memorandum of Association of Weatherford Holdings (BVI) Ltd., a British Virgin Islands international business company

 

 

 

Exhibit T3A-46

 

Articles of Association of Weatherford Holdings (Switzerland) GmbH, a Switzerland limited liability company

 

 

 

Exhibit T3A-47

 

Certificate of Formation of Weatherford Holdings U.S. LLC, a Delaware limited liability company

 

 

 

Exhibit T3A-48

 

Amended and Restated Articles of Association of Weatherford International (Luxembourg) Holdings S.á r.l, a Luxembourg private limited liability company

 

 

 

Exhibit T3A-49

 

Memorandum of Association of Weatherford International Holding (Bermuda) Ltd., a Bermuda exempted company

 

 

 

Exhibit T3A-50

 

Certificate of Formation of Weatherford Investment Holding LLC, a Delaware limited liability company

 

 

 

Exhibit T3A-51

 

Certificate of Incorporation of Weatherford Investment Inc., a Delaware corporation, as amended

 

 

 

Exhibit T3A-52

 

Certificate of Formation of Weatherford Latin America LLC, a Delaware limited liability company

 

 

 

Exhibit T3A-53

 

Articles of Association of Weatherford Management Company Switzerland Sárl, a Switzerland limited liability company

 

 

 

Exhibit T3A-54

 

Certificate of Formation of Weatherford Management, LLC, a Delaware limited liability company

 

 

 

Exhibit T3A-55

 

Articles of Association of Weatherford Netherlands B.V., a Netherlands private limited liability company

 

 

 

Exhibit T3A-56

 

Articles of Association of Weatherford Norge AS, a Norway limited company

 

 

 

Exhibit T3A-57

 

Amended and Restated Memorandum of Association of Weatherford Oil Tool Middle East Limited, a British Virgin Islands international business company

 

 

 

Exhibit T3A-58

 

Memorandum of Association of Weatherford Pangaea Holdings Ltd., a Bermuda exempted company

 

 

 

Exhibit T3A-59

 

Articles of Incorporation of Weatherford Products GmbH, a Switzerland limited liability company

 

 

 

Exhibit T3A-60

 

Articles of Incorporation of Weatherford Services S. de R.L., a Panama corporation, as amended

 

13


 

Exhibit T3A-61

 

Memorandum of Association of Weatherford Services, Ltd., a Bermuda exempted company

 

 

 

Exhibit T3A-62

 

Articles of Association of Weatherford Switzerland Trading and Development GmbH, a Switzerland limited liability company

 

 

 

Exhibit T3A-63

 

Certificate of Formation of Weatherford Technology Holdings, LLC, a Delaware limited liability company, as amended

 

 

 

Exhibit T3A-64

 

Articles of Association of Weatherford U.K. Limited, an England corporation

 

 

 

Exhibit T3A-65

 

Certificate of Formation of Weatherford U.S. Holdings, L.L.C., a Delaware limited liability company, as amended

 

 

 

Exhibit T3A-66

 

Louisiana Partnership Registration Form of Weatherford U.S., L.P., a Louisiana limited partnership

 

 

 

Exhibit T3A-67

 

Certificate of Formation of Weatherford URS Holdings, LLC, a Delaware limited liability company

 

 

 

Exhibit T3A-68

 

Articles of Association of Weatherford Worldwide Holdings GmbH, a Switzerland limited liability company

 

 

 

Exhibit T3A-69

 

Certificate of Incorporation of Weatherford/Lamb, Inc., a Delaware corporation

 

 

 

Exhibit T3A-70

 

Certificate of Formation of WEUS Holding, LLC, a Delaware limited liability company

 

 

 

Exhibit T3A-71

 

Certificate of Formation of WIHBV LLC, a Delaware limited liability company

 

 

 

Exhibit T3A-72

 

Memorandum of Association of WOFS Assurance Limited, a Bermuda exempted company

 

 

 

Exhibit T3A-73

 

Articles of Incorporation of WOFS International Finance GmbH, a Switzerland limited liability company

 

 

 

Exhibit T3A-74

 

Articles of Association of WOFS Swiss Finance GmbH, a Switzerland limited liability company

 

 

 

Exhibit T3A-75

 

Certificate of Formation of WUS Holding, L.L.C., a Delaware limited liability company, as amended

 

 

 

Exhibit T3B-1

 

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., a Swiss joint-stock corporation (File No. 333-194431), filed March 7, 2014)

 

 

 

Exhibit T3B-2

 

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)

 

 

 

Exhibit T3B-3

 

By-Laws of Advantage R & D, Inc., a Delaware corporation

 

 

 

Exhibit T3B-4

 

Amended and Restated By-Laws of Benmore In-Depth Corp., a Texas corporation

 

 

 

Exhibit T3B-5

 

Amended and Restated Bylaws of Case Services Inc., a Texas corporation

 

 

 

Exhibit T3B-6

 

By-Laws of Colombia Petroleum Services Corp., a Delaware corporation

 

14


 

Exhibit T3B-7

 

Bylaws of Columbia Oilfield Supply, Inc., a Delaware corporation

 

 

 

Exhibit T3B-8

 

Amended and Restated Limited Liability Company Agreement of Datalog Acquisition, LLC, a Delaware limited liability company

 

 

 

Exhibit T3B-9

 

By-Laws of Discovery Logging, Inc., a Texas corporation

 

 

 

Exhibit T3B-10

 

By-Laws of Edinburgh Petroleum Services Americas Incorporated, a Texas corporation

 

 

 

Exhibit T3B-11

 

Company Agreement of eProduction Solutions, LLC, a Texas limited liability company

 

 

 

Exhibit T3B-12

 

By-Laws of High Pressure Integrity, Inc., a Louisiana corporation

 

 

 

Exhibit T3B-13

 

Bylaws of In-Depth Systems, Inc., a Texas corporation

 

 

 

Exhibit T3B-14

 

Operating Agreement of International Logging LLC, a California limited liability company, as amended

 

 

 

Exhibit T3B-15

 

Limited-Liability Company Agreement of International Logging S.A., LLC, a Nevada limited liability company, as amended

 

 

 

Exhibit T3B-16

 

Bye-Laws of Key International Drilling Company Limited, a Bermuda exempted company

 

 

 

Exhibit T3B-17

 

Agreement of Limited Partnership of PD Holdings (USA), L.P., a Delaware limited partnership, as amended

 

 

 

Exhibit T3B-18

 

Limited Liability Company Agreement of Precision Drilling GP, LLC, a Delaware limited liability company

 

 

 

Exhibit T3B-19

 

By-Law No. 1 of Precision Energy International Ltd., an Alberta corporation

 

 

 

Exhibit T3B-20

 

By-Law Number 1 of Precision Energy Services Colombia Ltd., an Alberta corporation

 

 

 

Exhibit T3B-21

 

By-Law No. 1 of Precision Energy Services ULC, an Alberta unlimited liability corporation

 

 

 

Exhibit T3B-22

 

By-Law No. 2 of Precision Energy Services ULC, an Alberta unlimited liability corporation

 

 

 

Exhibit T3B-23*

 

Bylaws of Precision Energy Services, Inc., a Delaware corporation

 

 

 

Exhibit T3B-24*

 

Agreement of Limited Partnership of Precision Oilfield Services, LLP, a Texas registered limited liability partnership, as amended

 

 

 

Exhibit T3B-25*

 

Amended and Restated Bye-Laws of Sabre Drilling Ltd., a Bermuda exempted company

 

 

 

Exhibit T3B-26*

 

By-Laws of Stealth Oil & Gas, Inc., a Delaware corporation

 

 

 

Exhibit T3B-27

 

Bylaws of Tooke Rockies, Inc., a Wyoming corporation

 

 

 

Exhibit T3B-28

 

Amended and Restated By-Laws of Visean Information Services Inc., a Texas corporation

 

 

 

Exhibit T3B-29

 

Amended and Restated Bylaws of Visual Systems, Inc., a California corporation

 

 

 

Exhibit T3B-30

 

Bylaws of Warrior Well Services, Inc., an Illinois corporation

 

 

 

Exhibit T3B-31

 

Articles of Association of Weatherford (Nova Scotia) ULC, a Nova Scotia unlimited liability corporation

 

15


 

Exhibit T3B-32

 

Limited Liability Company Agreement of Weatherford (PTWI), L.L.C., a Delaware limited liability company

 

 

 

Exhibit T3B-33

 

Limited Liability Company Agreement of Weatherford Artificial Lift Systems, LLC, a Delaware limited liability company, as amended

 

 

 

Exhibit T3B-34

 

Constitution of Weatherford Australia Pty Limited, an Australian proprietary company

 

 

 

Exhibit T3B-35

 

Amended and Restated Bye-Laws of Weatherford Bermuda Holdings Ltd., a Bermuda exempted company

 

 

 

Exhibit T3B-36

 

By-Law No. 1 of Weatherford Canada Ltd., an Alberta corporation

 

 

 

Exhibit T3B-37

 

Amended and Restated Articles of Association of Weatherford Colombia Limited, a British Virgin Islands international business company

 

 

 

Exhibit T3B-38

 

By-Laws of Weatherford DISC Inc., a Nevada corporation

 

 

 

Exhibit T3B-39

 

Amended and Restated Articles of Association of Weatherford Drilling International (BVI) Ltd., a British Virgin Islands international business company

 

 

 

Exhibit T3B-40

 

Amended and Restated Articles of Association of Weatherford Drilling International Holdings (BVI) Ltd., a British Virgin Islands international business company

 

 

 

Exhibit T3B-41

 

Regulations of Weatherford Global Services LLC, a Louisiana limited liability company, as amended

 

 

 

Exhibit T3B-42

 

Bye-Laws of Weatherford Holdings (Bermuda) Ltd., a Bermuda exempted company

 

 

 

Exhibit T3B-43

 

Amended and Restated Articles of Association of Weatherford Holdings (BVI) Ltd., a British Virgin Islands international business company

 

 

 

Exhibit T3B-44

 

Second Amended and Restated Limited Liability Company Agreement of Weatherford Holdings U.S. LLC, a Delaware limited liability company

 

 

 

Exhibit T3B-45

 

Bye-Laws of Weatherford International Holdings (Bermuda) Ltd., a Bermuda exempted company

 

 

 

Exhibit T3B-46

 

Limited Liability Company Agreement of Weatherford Investment Holding LLC, a Delaware limited liability company

 

 

 

Exhibit T3B-47

 

Bylaws of Weatherford Investment Inc., a Delaware corporation

 

 

 

Exhibit T3B-48

 

Amended and Restated Limited Liability Company Agreement of Weatherford Latin America LLC, a Delaware limited liability company

 

 

 

Exhibit T3B-49

 

Limited Liability Company Agreement of Weatherford Management, LLC, a Delaware limited liability company, as amended

 

 

 

Exhibit T3B-50

 

Amended and Restated Articles of Association of Weatherford Oil Tool Middle East Limited, a British Virgin Islands international business company

 

 

 

Exhibit T3B-51

 

Bye-Laws of Weatherford Pangaea Holdings Ltd., a Bermuda exempted company

 

 

 

Exhibit T3B-52

 

Amended and Restated Bye-Laws of Weatherford Services, Ltd., a Bermuda exempted company

 

16


 

Exhibit T3B-53

 

Limited Liability Company Agreement of Weatherford Technology Holdings, LLC, a Delaware limited liability company, as amended

 

 

 

Exhibit T3B-54

 

Third Amended and Restated Limited Liability Company Agreement of Weatherford U.S. Holdings, L.L.C., a Delaware limited liability company

 

 

 

Exhibit T3B-55

 

Amended and Restated Articles of Partnership in Commendam of Weatherford U.S., L.P., a Louisiana limited partnership

 

 

 

Exhibit T3B-56

 

Limited Liability Company Agreement of Weatherford URS Holdings, LLC, a Delaware limited liability company

 

 

 

Exhibit T3B-57

 

Bylaws of Weatherford/Lamb, Inc., a Delaware corporation

 

 

 

Exhibit T3B-58

 

Limited Liability Company Agreement of WEUS Holding, LLC, a Delaware limited liability company, as amended

 

 

 

Exhibit T3B-59

 

Limited Liability Company Agreement of WIHBV LLC, a Delaware limited liability company

 

 

 

Exhibit T3B-60

 

Amended and Restated Bye-Laws of WOFS Assurance limited, a Bermuda exempted company

 

 

 

Exhibit T3B-61

 

Limited Liability Company Agreement of WUS Holding, L.L.C., a Delaware limited liability company

 

 

 

Exhibit T3C-1

 

Form of Indenture Governing the 2026 Notes to be issued by Weatherford Delaware

 

 

 

Exhibit T3C-2

 

Form of Indenture Governing the 2026 Notes to be issued by Weatherford Bermuda

 

 

 

Exhibit T3D

 

Not applicable

 

 

 

Exhibit T3E-1*

 

Disclosure Statement for the Joint Prepackaged Plan of Reorganization of Weatherford International plc and its Affiliate Debtors, dated [ · ], 2019

 

 

 

Exhibit T3E-2*

 

Joint Prepackaged Plan of Reorganization of Weatherford International plc and its Affiliate Debtors, dated [ · ], 2019

 

 

 

Exhibit T3F-1

 

Cross-reference sheet (included in Exhibit T3C-1)

 

 

 

Exhibit T3F-2

 

Cross-reference sheet (included in Exhibit T3C-2)

 

 

 

Exhibit 25.1

 

Form T-1 qualifying the Trustee under each Indenture to be qualified pursuant to this application

 

 

 

Exhibit 99.1**

 

Organizational Chart

 

 

 

Exhibit 99.2

 

Directors, Executive Officers and Capitalization of each Applicant

 

 

 

Exhibit 99.3

 

Principal Owners of Voting Securities of each Applicant

 


*                 To be filed by amendment.

**          Post-Effective Date Organizational Chart to be filed by amendment.

 

17


 

SIGNATURE

 

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Weatherford International, LLC, a limited liability company organized and existing under the laws of the State of Delaware, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Houston, and State of Texas, on the 28th day of June, 2019.

 

 

(SEAL)

 

WEATHERFORD INTERNATIONAL, LLC

 

 

 

Attest:

/s/ Joshua S. Silverman

 

By:

/s/ Christine M. Morrison

 

Name: Joshua S. Silverman

 

 

Name:

Christine M. Morrison

 

 

 

Title:

Director for Sole Member,
Weatherford U.S. Holdings, L.L.C.

 

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Weatherford International, Ltd., an exempted company organized and existing under the laws of Bermuda, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in Dubai, United Arab Emirates, on the 28th day of June, 2019

 

 

(SEAL)

 

WEATHERFORD INTERNATIONAL, LTD.

 

 

 

Attest:

/s/ Christine M. Morrison

 

By:

/s/ Mohammed Dadhiwala

 

Name: Christine M. Morrison

 

 

Name:

Mohammed Dadhiwala

 

 

 

Title:

Vice President

 

 

Pursuant to the requirements of the Trust Indenture Act of 1939, the guarantors listed below have duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Houston, and State of Texas, on the 28th day of June, 2019.

 

 

(SEAL)

 

ADVANTAGE R&D, INC.

 

 

 

BENMORE IN-DEPTH CORP.

 

 

 

CASE SERVICES, INC.

 

 

 

COLOMBIA PETROLEUM SERVICES CORP.

 

 

 

COLUMBIA OILFIELD SUPPLY, INC.

 

 

 

DATALOG ACQUISITION, LLC

 

 

 

DISCOVERY LOGGING, INC.

 

 

 

EDINBURGH PETROLEUM SERVICES AMERICAS INCORPORATED

 

 

 

EPRODUCTION SOLUTIONS, LLC

 

 

 

HIGH PRESSURE INTEGRITY, INC.

 

 

 

IN-DEPTH SYSTEMS, INC.

 

 

 

INTERNATIONAL LOGGING LLC

 

 

 

INTERNATIONAL LOGGING S.A., LLC

 

 

 

PD HOLDINGS (USA), L.P.

 

 

 

PRECISION DRILLING GP, LLC

 

 

 

PRECISION ENERGY SERVICES, INC.

 

 

 

PRECISION OILFIELD SERVICES, LLP

 

 

 

STEALTH OIL & GAS, INC.

 

 

 

VISEAN INFORMATION SERVICES INC.

 

 

 

WEATHERFORD (PTWI), L.L.C.

 

 

 

WEATHERFORD ARTIFICIAL LIFT SYSTEMS, LLC

 

 

18


 

 

 

WEATHERFORD DISC INC.

 

 

 

 

WEATHERFORD GLOBAL SERVICES LLC

 

 

 

 

WEATHERFORD HOLDINGS U.S. LLC

 

 

 

 

WEATHERFORD INVESTMENT HOLDING LLC

 

 

 

 

WEATHERFORD INVESTMENT INC.

 

 

 

 

WEATHERFORD LATIN AMERICA LLC

 

 

 

 

WEATHERFORD MANAGEMENT, LLC

 

 

 

 

WEATHERFORD TECHNOLOGY HOLDINGS, LLC

 

 

 

 

WEATHERFORD U.S. HOLDINGS, L.L.C.

 

 

 

 

WEATHERFORD U.S., L.P.

 

 

 

 

WEATHERFORD URS HOLDINGS, LLC

 

 

 

 

WEATHERFORD/LAMB, INC.

 

 

 

 

WEUS HOLDING, LLC

 

 

 

 

WIHBV LLC

 

 

 

 

WUS HOLDING, L.L.C.

 

 

 

 

 

 

 

Attest:

/s/ Joshua S. Silverman

 

By:

/s/ Christine M. Morrison

 

 

 

Name: Joshua S. Silverman

 

 

Name: Christine M. Morrison

 

 

 

 

 

Title: Vice President

 

 

 

 

 

 

 

 

(SEAL)

 

TOOKE ROCKIES, INC.

 

 

VISUAL SYSTEMS, INC.

 

 

WARRIOR WELL SERVICES, INC.

 

 

 

Attest:

/s/ Joshua S. Silverman

 

By:

/s/ Christine M. Morrison

 

Name: Joshua S. Silverman

 

 

Name: Christine M. Morrison

 

 

 

 

Title: Director

 

 

 

 

 

 

(SEAL)

 

WEATHERFORD SERVICES, LTD.

 

 

 

Attest:

/s/ Christine M. Morrison

 

By:

/s/ Mohammed Dadhiwala

 

Name: Christine M. Morrison

 

 

Name: Mohammed Dadhiwala

 

 

 

 

Title: Director

 

 

 

(SEAL)

 

WEATHERFORD SERVICES S. DE R.L.

 

 

 

Attest:

/s/ Cristina Waber

 

By:

/s/ Valentin Mueller

 

Name: Cristina Waber

 

 

Name: Valentin Mueller

 

 

 

 

Title: Director for Member,
Weatherford Worldwide Holdings GmbH

 

19


 

Pursuant to the requirements of the Trust Indenture Act of 1939, the guarantors listed below have duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in Dubai, United Arab Emirates, on the 28th day of June, 2019.

 

 

(SEAL)

 

KEY INTERNATIONAL DRILLING COMPANY LIMITED

 

 

WEATHERFORD DRILLING INTERNATIONAL (BVI) LTD.

 

 

 

 

 

 

Attest:

/s/ Christine M. Morrison

 

By:

/s/ Andrew David Gold

 

Name: Christine M. Morrison

 

 

Name: Andrew David Gold

 

 

 

 

Title: President

 

 

 

 

 

 

(SEAL)

 

SABRE DRILLING LTD.

 

 

WEATHERFORD BERMUDA HOLDINGS LTD.

 

 

WEATHERFORD COLOMBIA LIMITED

 

 

WEATHERFORD DRILLING INTERNATIONAL HOLDINGS (BVI) LTD.

 

 

WEATHERFORD HOLDINGS (BERMUDA) LTD.

 

 

WEATHERFORD INTERNATIONAL HOLDING (BERMUDA) LTD.

 

 

WEATHERFORD PANGAEA HOLDINGS LTD.

 

 

WOFS ASSURANCE LIMITED

 

 

 

Attest:

/s/ Christine M. Morrison

 

By:

/s/ Mohammed Dadhiwala

 

Name: Christine M. Morrison

 

 

Name: Mohammed Dadhiwala

 

 

 

 

Title: Vice President

 

 

 

(SEAL)

 

WEATHERFORD HOLDINGS (BVI) LTD.

 

 

WEATHERFORD OIL TOOL MIDDLE EAST LIMITED

 

 

 

Attest:

/s/ Christine M. Morrison

 

By:

/s/ Mohammed Dadhiwala

 

Name: Christine M. Morrison

 

 

Name: Mohammed Dadhiwala

 

 

 

 

Title: Senior Vice President

 

Pursuant to the requirements of the Trust Indenture Act of 1939, the guarantors listed below have duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Calgary, and Province of Alberta, on the 28th day of June, 2019.

 

 

(SEAL)

 

PRECISION ENERGY INTERNATIONAL LTD.

 

 

PRECISION ENERGY SERVICES COLOMBIA LTD.

 

 

PRECISION ENERGY SERVICES ULC

 

 

WEATHERFORD (NOVA SCOTIA) ULC

 

 

WEATHERFORD CANADA LTD.

 

 

 

Attest:

/s/ Pamela M. Webb

 

By:

/s/ J. David Reed

 

Name: Pamela M. Webb

 

 

Name: J. David Reed

 

 

 

 

Title: Vice President

 

20


 

Pursuant to the requirements of the Trust Indenture Act of 1939, the guarantors listed below have duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in Baar, Switzerland on the 28th day of June, 2019.

 

(SEAL)

 

WEATHERFORD HOLDINGS (SWITZERLAND) GMBH

 

 

WEATHERFORD MANAGEMENT COMPANY SWITZERLAND SÀRL

 

 

WEATHERFORD WORLDWIDE HOLDINGS GMBH

 

 

 

Attest:

/s/ Cristina Waber

 

By:

/s/ Valentin Mueller

 

Name: Cristina Waber

 

 

Name: Valentin Mueller

 

 

 

 

Title: Managing Officer

 

 

 

 

 

 

(SEAL)

 

WEATHERFORD PRODUCTS GMBH

 

 

WEATHERFORD SWITZERLAND TRADING AND DEVELOPMENT GMBH

 

 

WOFS INTERNATIONAL FINANCE GMBH

 

 

 

Attest:

/s/ Cristina Waber

 

By:

/s/ Mathias Neuenschwander

 

Name: Cristina Waber

 

 

Name: Mathias Neuenschwander

 

 

 

 

Title: Managing Officer

 

 

 

 

 

 

(SEAL)

 

WOFS SWISS FINANCE GMBH

 

 

 

Attest:

/s/ Cristina Waber

 

By:

/s/ Arjana Cabariu-Truong

 

Name: Cristina Waber

 

 

Name: Arjana Cabariu-Truong

 

 

 

 

Title: Managing Officer

 

 

 

 

 

 

(SEAL)

 

WEATHERFORD INTERNATIONAL PLC

 

 

 

Attest:

/s/ Cristina Waber

 

By:

/s/ Valentin Mueller

 

Name: Cristina Waber

 

 

Name: Valentin Mueller

 

 

 

 

Title: Vice President

 

Pursuant to the requirements of the Trust Indenture Act of 1939, the guarantors listed below have duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in Luxembourg, on the 28th day of June, 2019.

 

 

(SEAL)

 

WEATHERFORD EUROPEAN HOLDINGS (LUXEMBOURG) S.À R.L.

 

 

WEATHERFORD INTERNATIONAL (LUXEMBOURG) HOLDINGS S.À R.L.

 

 

 

Attest:

/s/ Cristina Waber

 

By:

/s/ Mathias Neuenschwander

 

Name: Cristina Waber

 

 

Name: Mathias Neuenschwander

 

 

 

 

Title: Manager A

 

21


 

Pursuant to the requirements of the Trust Indenture Act of 1939, the guarantors listed below have duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in Aberdeen, United Kingdom, on the 28th day of June, 2019.

 

 

(SEAL)

 

WEATHERFORD EURASIA LIMITED

 

 

 

Attest:

/s/ Richard Strachan

 

By:

/s/ Neil MacLeod

 

Name: Richard Strachan

 

 

Name: Neil MacLeod

 

 

 

 

Title: Director

 

 

 

 

 

 

(SEAL)

 

WEATHERFORD U.K. LIMITED

 

 

 

Attest:

/s/ Richard Strachan

 

By:

/s/ Alexander Olsson

 

Name: Richard Strachan

 

 

Name: Alexander Olsson

 

 

 

 

Title: Director

 

Pursuant to the requirements of the Trust Indenture Act of 1939, the guarantors listed below have duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in Amsterdam, the Netherlands, on the 28th day of June, 2019.

 

 

(SEAL)

 

WEATHERFORD NETHERLANDS B.V.

 

 

 

Attest:

/s/ Marcus Johannes van Dijk

 

By:

/s/ August Willem Versteeg

 

Name: Marcus Johannes van Dijk

 

 

Name: August Willem Versteeg

 

 

 

 

Title: Managing Director

 

Pursuant to the requirements of the Trust Indenture Act of 1939, the guarantors listed below have duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in Stavanger, Norway, on the 28th day of June, 2019.

 

 

(SEAL)

 

WEATHERFORD NORGE AS

 

 

 

Attest:

/s/ Arve Eide Haraldsen

 

By:

/s/ Geir Egil Moller Olsen

 

Name: Arve Eide Haraldsen

 

 

Name: Geir Egil Moller Olsen

 

 

 

 

Title: Chairman of the Board

 

Pursuant to the requirements of the Trust Indenture Act of 1939, the guarantors listed below have duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in Australia, on the 28th day of June, 2019.

 

 

(SEAL)

 

WEATHERFORD AUSTRALIA PTY LIMITED

 

 

 

Attest:

/s/ Antonino Gullotti

 

By:

/s/ Robert Antonio DeGasperis

 

Name: Antonino Gullotti

 

 

Name: Robert Antonio DeGasperis

 

Title: Director

 

 

Title: Director

 

22