Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Weatherford International public limited company
| (Name of Issuer) |
|
Ordinary shares, par $0.001 par value per share |
| (Title of Class of Securities) |
G48833118 |
| (CUSIP Number) |
|
|
| December 31, 2019 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
o Rule 13d-1(c)
x Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. G48833118
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SCHEDULE 13G
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Page 2
of 11 Pages
|
|
1
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NAME OF REPORTING PERSONS
Oak Hill Advisors, L.P.
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|||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
|
||
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3
|
SEC USE ONLY
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|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
5,706,554
|
||
|
6
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SHARED VOTING POWER
0
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|||
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7
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SOLE DISPOSITIVE POWER
5,706,554
|
|||
|
8
|
SHARED DISPOSITIVE POWER
0
|
|||
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
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||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.15%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. G48833118
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SCHEDULE 13G
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Page 4
of 11 Pages
|
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1
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NAME OF REPORTING PERSONS
Oak Hill Advisors GenPar, L.P.
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|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
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||
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3
|
SEC USE ONLY
|
|||
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4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
5,706,554
|
||
|
6
|
SHARED VOTING POWER
0
|
|||
|
7
|
SOLE DISPOSITIVE POWER
5,706,554
|
|||
|
8
|
SHARED DISPOSITIVE POWER
0
|
|||
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
||
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.15%
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|||
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12
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TYPE OF REPORTING PERSON
PN
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|||
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CUSIP No. G48833118
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SCHEDULE 13G
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Page 5
of 11 Pages
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1
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NAME OF REPORTING PERSONS
Oak
Hill Advisors MGP, Inc.
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|||
|
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
|
||
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3
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SEC USE ONLY
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|||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
5,706,554
|
||
|
6
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SHARED VOTING POWER
0
|
|||
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7
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SOLE DISPOSITIVE POWER
5,706,554
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|||
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8
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SHARED DISPOSITIVE POWER
0
|
|||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
||
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.15%
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|||
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12
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TYPE OF REPORTING PERSON
CO
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CUSIP No. G48833118
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SCHEDULE 13G
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Page 6
of 11 Pages
|
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1
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NAME OF REPORTING PERSONS
Glenn
R. August
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|||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
|
||
|
3
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SEC USE ONLY
|
|||
|
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
5,706,554
|
||
|
6
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SHARED VOTING POWER
0
|
|||
|
7
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SOLE DISPOSITIVE POWER
5,706,554
|
|||
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8
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SHARED DISPOSITIVE POWER
0
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
||
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.15%
|
|||
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12
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TYPE OF REPORTING PERSON
IN
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|||
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CUSIP
No. G48833118
|
SCHEDULE 13G
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Page 7
of 11 Pages
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| Item 1. | (a) Name of Issuer |
Weatherford International public limited company
| Item 1. | (b) Address of Issuer’s Principal Executive Offices |
2000 St. James Place
Houston, TX 77056
| Item 2. | (a) Names of Person Filing: |
Oak Hill Advisors, L.P.
Oak Hill Advisors GenPar, L.P.
Oak Hill Advisors MGP, Inc.
Glenn R. August
| Item 2. | ( b) Address of Principal Business Office: |
The principal office of each reporting person is:
1114 Avenue of the Americas, 27th Floor
New York, NY 10036
| Item 2. | ( c) Citizenship: |
Oak Hill Advisors, L.P. and Oak Hill Advisors GenPar, L.P. are Delaware limited partnerships.
Oak Hill Advisors MGP, Inc. is a Delaware corporation.
Glenn R. August is a United States citizen.
| Item 2. | (d) Title of Class of Securities |
Ordinary shares, par $0.001 par value per share (the “Common Stock”)
| Item 2. | (e) CUSIP No.: |
G48833118
|
CUSIP No. G48833118
|
SCHEDULE 13G
|
Page 8
of 11 Pages
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Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ¨ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
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CUSIP
No. G48833118
|
SCHEDULE 13G
|
Page
9 of 11 Pages
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Item 4. Ownership
The amount beneficially owned by each Reporting Person is determined based on 69,999,954 shares of Common Stock outstanding as of December 13, 2019, as the Issuer reported in its Form 8-K filed with the SEC on December 18, 2019.
Oak Hill Advisors, L.P. ("OHA")
OHA is an advisor to client accounts (directly or indirectly through an affiliate) which own, in the aggregate, 5,706,554 shares of Common Stock which represents approximately 8.15% of the issued and outstanding shares of Common Stock. As an advisor to the client accounts, OHA may be deemed to beneficially own the shares of Common Stock owned by the client accounts. As an advisor to the client accounts, OHA may be deemed to have the power to vote or direct the vote of, and the power to dispose or to direct the disposition of, the shares of Common Stock owned by the client accounts.
Oak Hill Advisors GenPar, L.P. ("OHA GenPar")
OHA GenPar is the general partner of OHA. As the general partner of OHA, OHA GenPar may be deemed to beneficially own the shares of Common Stock beneficially owned by OHA. As the general partner of OHA, OHA GenPar may be deemed to have the power to vote or direct the vote of, and the power to dispose or to direct the disposition of, the shares of Common Stock beneficially owned by OHA.
Oak Hill Advisors MGP, Inc. ("OHA MGP")
OHA MGP is the managing general partner of OHA GenPar. As the managing general partner of OHA GenPar, OHA MGP may be deemed to beneficially own the shares of Common Stock beneficially owned by OHA GenPar. As the managing general partner of OHA GenPar, OHA MGP may be deemed to have the power to vote or direct the vote of, and the power to dispose or to direct the disposition of, the shares of Common Shares beneficially owned by OHA GenPar.
Mr. August
OHA, OHA GenPar and OHA MGP are managed or otherwise controlled directly or indirectly by Mr. August.
Each reporting person disclaims beneficial ownership of all shares of the Common Stock in excess of his pecuniary interests, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
13d-1(c) Filer: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP No. G48833118
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SCHEDULE 13G
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Page
10 of 11 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2020
Oak Hill Advisors, L.P. | |||
| By: | /s/ Glenn R. August | ||
| Glenn R. August, Authorized Signatory | |||
Oak Hill Advisors GenPar, L.P. | |||
| By: | /s/ Glenn R. August | ||
| Glenn R. August, Authorized Signatory | |||
Oak Hill Advisors MGP, Inc. | |||
| By: | /s/ Glenn R. August | ||
| Glenn R. August, Authorized Signatory | |||
Glenn R. August | |||
| By: | /s/ Glenn R. August | ||
| Glenn R. August, Authorized Signatory | |||
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CUSIP No. G48833118
|
SCHEDULE 13G
|
Page 11
of 11 Pages
|
Exhibit I
JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: February 14, 2020
Oak Hill Advisors, L.P. | |||
| By: | /s/ Glenn R. August | ||
| Glenn R. August, Authorized Signatory | |||
Oak Hill Advisors GenPar, L.P. | |||
| By: | /s/ Glenn R. August | ||
| Glenn R. August, Authorized Signatory | |||
Oak Hill Advisors MGP, Inc. | |||
| By: | /s/ Glenn R. August | ||
| Glenn R. August, Authorized Signatory | |||
Glenn R. August | |||
| By: | /s/ Glenn R. August | ||
| Glenn R. August, Authorized Signatory | |||