Weatherford International Ltd.
EANS-Adhoc: Weatherford Commences Solicitations of Consents Relating to Senior Notes
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ad-hoc disclosure transmitted by euro adhoc with the aim of a Europe-wide
distribution. The issuer is solely responsible for the content of this
announcement.
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Consent Solicitation
03.08.2012
GENEVA, Switzerland, Aug. 2, 2012 -- Weatherford International Ltd. (NYSE and
SIX: WFT), a Swiss joint-stock company ("Weatherford Switzerland"), announced
today that Weatherford International Ltd., a Bermuda exempted company
("Weatherford Bermuda"), and Weatherford International, Inc., a Delaware
corporation ("Weatherford Delaware"), both wholly owned subsidiaries of
Weatherford Switzerland, have each commenced a solicitation of consents related
to their respective indentures (collectively, the "Consent Solicitation") from
the holders of the senior notes listed in the table below (the "Notes") as the
issuers of such Notes.
(Logo: http://photos.prnewswire.com/prnh/19990308/WEATHERFORDLOGO)
The Consent Solicitation requests the holders to extend certain reporting
requirements in the indentures governing the Notes (the "Indentures") in
connection with Weatherford Switzerland's previously announced delay in filing
its second quarter report on Form 10-Q and potential delay in filing its third
quarter report on Form 10-Q with the Securities and Exchange Commission ("SEC").
The proposed consents would permit Weatherford Switzerland to extend its
obligation to file with the trustee under the Indentures copies of its quarterly
and other SEC reports to no later than March 31, 2013.
Holders of Notes are referred to the Consent Solicitation Statement dated August
2, 2012, and the related Letter of Consent for the detailed terms and conditions
of the Consent Solicitation. The record date for determining the holders
entitled to consent is August 1, 2012. The Consent Solicitation will expire at
5:00 p.m., New York City time, on August 13, 2012 (the "Expiration Time"),
unless extended in Weatherford's sole discretion.
Subject to certain conditions, Weatherford Bermuda and Weatherford Delaware are
offering to pay a consent fee equal to $2.50 in cash for each $1,000 in
principal amount of the respective Notes to holders for which consents are
validly delivered and not revoked prior to the Expiration Time.
Series of Weatherford Bermuda Notes Aggregate Principal Amount
Outstanding as of the Record Date
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5.15% Senior Notes due 2013 U.S.$294,000,000
(CUSIP/ISIN: 947075AC1/US947075AC16)
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4.95% Senior Notes due 2013 U.S.$250,000,000
(CUSIP/ISIN: 947075AA5/US947075AA59)
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5.50% Senior Notes due 2016 U.S.$350,000,000
(CUSIP/ISIN: 947076AB1/US947076AB16)
------------------------------------
6.00% Senior Notes due 2018 U.S.$500,000,000
(CUSIP/ISIN: 947075AD9/US947075AD98)
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9.625% Senior Notes due 2019 U.S.$1,000,000,000
(CUSIP/ISIN: 947075AF4/US947075AF47)
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5.125% Senior Notes due 2020 U.S.$800,000,000
(CUSIP/ISIN: 94707VAA8/US94707VAA89)
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4.50% Senior Notes due 2022 U.S.$750,000,000
(CUSIP/ISIN: 94707VAC4/US94707VAC46)
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6.50% Senior Notes due 2036 U.S.$600,000,000
(CUSIP/ISIN: 947075AB3/US947075AB33)
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7.00% Senior Notes due 2038 U.S.$500,000,000
(CUSIP/ISIN: 947075AE7/US947075AE71)
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9.875% Senior Notes due 2039 U.S.$250,000,000
(CUSIP/ISIN: 947075AG2/US947075AG20)
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6.75% Senior Notes due 2040 U.S.$600,000,000
(CUSIP/ISIN: 94707VAB6/US94707VAB62)
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5.95% Senior Notes due 2042 U.S.$550,000,000
(CUSIP/ISIN: 94707VAD2/US94707VAD29)
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Series of Weatherford Delaware Notes Aggregate Principal Amount
Outstanding as of the Record Date
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6.35% Senior Notes due 2017
(CUSIP/ISIN: 947074AJ9/US947074AJ93 U.S.$600,000,000
CUSIP/ISIN: 947074AF7/US947074AF71
ISIN: USU94320AC96)
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6.80% Senior Notes due 2037 U.S.$300,000,000
(CUSIP/ISIN: 947074AK6/US947074AK66)
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Weatherford Bermuda and Weatherford Delaware have engaged Morgan Stanley & Co.
LLC and J.P. Morgan Securities LLC to act as solicitation agents for the Consent
Solicitation. Morgan Stanley has been engaged as Lead Solicitation Agent and D.
F. King & Co., Inc. has been engaged to act as the Information and Tabulation
Agent for the Consent Solicitation. Any questions or requests for assistance
regarding the Consent Solicitation may be made to Morgan Stanley & Co. LLC, at
+1 (800) 624-1808 (toll-free) or +1 (212) 761-1057 (collect) or to J.P. Morgan
Securities LLC, at +1 (866) 834-4666 (toll-free) or +1 (212) 834-2494 (collect).
Questions or requests for assistance or additional copies of the Consent
Solicitation Statement, the Letter of Consent and related documents may be
directed to D. F. King & Co., Inc. at +1 (800) 859-8509 (toll-free) or +1 (212)
269-5550 (for Banks and Brokers).
This press release is for informational purposes only and is not a solicitation
of consents. The Consent Solicitation is only being made pursuant to the Consent
Solicitation Statement dated August 2, 2012 and the related Letter of Consent.
The Consent Solicitation is subject to certain conditions and presents certain
risks for holders who consent, as set forth more fully in the Consent
Solicitation Statement. Weatherford Bermuda and Weatherford Delaware reserve the
right to waive or modify any term of, or to terminate, the Consent Solicitation
in respect of either or both of the Indentures for any reason prior to the
Expiration Time.
About Weatherford
Weatherford is a Swiss-based, multi-national oilfield service company. It is one
of the largest global providers of innovative mechanical solutions, technology
and services for the drilling and production sectors of the oil and gas
industry. Weatherford operates in over 100 countries and employs over 60,000
people worldwide.
Forward-Looking Statements
This press release, as well as filings made by us with the SEC, contain various
statements that may constitute forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. This includes statements
related to future levels of earnings, revenue, expenses, margins, capital
expenditures, changes in working capital, cash flows, tax expense, effective tax
rates and net income, as well as the prospects for the oilfield service business
generally and our business in particular, as well as statements regarding timing
or content of the financial information that will be filed with the SEC
regarding the past and current periods. Forward-looking statements also include
any statements about the resolution or potential future resolution of our
ongoing remediation of our material weakness in internal control over financial
reporting for income taxes.
Those forward-looking statements are subject to certain risks, uncertainties and
assumptions. These risks and uncertainties, which are more fully described in
Weatherford Switzerland's reports and registration statements filed with the
SEC, include the impact of oil and natural gas prices and worldwide economic
conditions on drilling activity, the outcome of pending government
investigations, any delay in the filing of our periodic reports with the SEC and
any resulting lack of our financial and other information reaching the market or
non-compliance with the reporting covenants under our Indentures as a result,
the demand for and pricing of our products and services, domestic and
international economic and regulatory conditions and changes in tax and other
laws affecting our business. Should one or more of these risks or uncertainties
materialize, or should the assumptions prove incorrect, actual results may vary
materially from those currently anticipated.
Further inquiry note:
Contacts: John H. Briscoe +1.713.836.4610
Senior Vice President and
Chief Financial Officer
Karen David-Green +1.713.836.7430
Vice President - Investor
Relations
end of announcement euro adhoc
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issuer: Weatherford International Ltd.
Rue Jean-Francois Bartholoni 4-6
CH-1204 Geneva
phone: +41.22.816.1500
FAX: +41.22.816.1599
mail: karen.david-green@weatherford.com
WWW: http://www.weatherford.com
sector: Oil & Gas - Upstream activities
ISIN: CH0038838394
indexes:
stockmarkets: Main Standard: SIX Swiss Exchange, stock market: New York, Euronext
Paris
language: English