UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 19, 2008
WEATHERFORD INTERNATIONAL LTD.
(Exact name of registrant as specified in charter)
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| Bermuda |
1-31339 |
98-0371344 |
| (State of Incorporation) |
(Commission File No.) |
(I.R.S. Employer Identification No.) |
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515 Post Oak Blvd., Suite 600, Houston, Texas
(Address of Principal Executive Offices)
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77027-3415
(Zip Code) |
Registrant’s telephone number, including area code: (713) 693-4000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement
On March 19, 2008, we entered into an underwriting agreement with Goldman, Sachs & Co., Deutsche
Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated. A copy of that
underwriting agreement is attached as an exhibit to this filing.
Pursuant to the underwriting agreement, we will issue and sell to the underwriters a total of
$1,500,000,000 of senior notes, including:
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$500,000,000 of our 5.15% Senior Notes due 2013 |
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$500,000,000 of our 6.00% Senior Notes due 2018; and |
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$500,000,000 of our 7.00% Senior Notes due 2038. |
The notes will be fully and unconditionally guaranteed by Weatherford International, Inc., one of
our wholly owned subsidiaries. The notes will be issued under an indenture, dated October 1, 2003,
among us, Weatherford International, Inc., as guarantor, and Deutsche Bank Trust Company Americas,
as trustee, as supplemented by a supplemental indenture dated as of March 25, 2008. We have
previously filed a copy of the indenture, and a copy of the supplemental indenture is attached as
an exhibit to this filing.
We estimate that we will receive net proceeds from the offering of approximately $1.47 billion
after deducting the underwriting discounts and expenses related to the offering and net of the
settlement of hedging transactions entered into in anticipation of the offering. We expect to
settle the sale of notes and receive the net proceeds on March 25, 2008.
In the ordinary course of business, certain of the underwriters and their respective affiliates
have provided, and may in the future provide, financial advisory, investment banking and other
financial and banking services, and the extension of credit, to us or our subsidiaries. Affiliates
of J.P. Morgan Securities Inc. and ABN AMRO Incorporated serve as lenders under our credit
facility. We entered into an additional $250 million credit facility on March 19, 2008, and
affiliates of certain of the underwriters are lenders thereunder. These underwriters and their
affiliates have received, and may in the future receive, customary
fees and commissions
for their services.
On March 19, 2008, we entered into a $250 million credit agreement with a syndicate of banks of
which Deutsche Bank AG Cayman Islands Branch is the Administrative Agent. The credit agreement
provides us a $250 million, four-year senior unsecured revolving credit facility. Based on our
current debt ratings, we will pay a commitment fee of 0.08% per year, and borrowings under the
facility will bear interest at variable annual rates based on LIBOR plus 0.27%, plus an additional
0.05% for any period in which more than half of the total commitment is utilized. The credit
agreement requires us to maintain a debt-to-capitalization ratio of less than 60% and contains
other covenants and representations customary for investment-grade commercial credit. The facility
is guaranteed by our wholly owned subsidiary, Weatherford International, Inc., subject to certain
conditions. The terms of this facility are substantially similar to the terms of our existing $1.5
billion credit facility. A copy of the credit agreement is attached as an exhibit to this filing.
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| Item 2.03 |
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant |
On March 25, 2008, we entered into the supplemental indenture referenced above to create three
series of senior debt designated as 5.15% Senior Notes due 2013, 6.00% Senior Notes due 2018 and
7.00% Senior Notes due 2038.
The supplemental indenture and the forms of the notes evidencing the debt are attached as exhibits
to this filing.
We will pay interest on the notes on March 15 and September 15 of each year, beginning September
15, 2008. The notes will mature on March 15, 2013, 2018 and 2038. We may redeem some of the notes
from time to time or all of the notes at any time at the redemption prices set forth in the
supplemental indenture. The holders of the notes may require us to redeem the notes if the notes
are rated below investment grade following certain events that constitute a change of control of
us. The terms of that provision, including the price at which we may be required to redeem the
notes, are set forth in the supplemental indenture.
The notes will be our unsecured senior obligations and will rank equally with all of our other
unsecured senior indebtedness from time to time outstanding. The notes will be fully and
unconditionally guaranteed on a senior unsecured basis by Weatherford International, Inc. The
guarantee by Weatherford International, Inc. will rank equal in right of payment to all of
Weatherford International, Inc.’s existing and future unsecured and unsubordinated indebtedness.
Item 9.01. Exhibits
(c) Exhibits
| 1.1 |
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Underwriting Agreement, dated March 19, 2008, among Weatherford International
Ltd., Weatherford International, Inc., and Goldman, Sachs & Co., Deutsche Bank
Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated as
Representatives of the several underwriters named therein. |
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| 4.1 |
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Supplemental Indenture, dated as of March 25, 2008, among Weatherford
International Ltd., Weatherford International, Inc., and Deutsche Bank Trust Company
Americas. |
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| 4.2 |
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Form of global note for 5.15% Senior Notes due 2013. |
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| 4.3 |
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Form of global note for 6.00% Senior Notes due 2018.
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| 4.4 |
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Form of global note for 7.00% Senior Notes due 2038. |
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| 4.5 |
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Form of guarantee notation (set forth as Exhibit B in the Supplemental
Indenture attached as Exhibit 4.1 hereto). |
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| 4.6 |
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Credit Agreement dated as of March 19, 2008, among Weatherford International
Ltd., Weatherford International, Inc., Deutsche Bank AG Cayman Islands Branch as
Administrative Agent, and the other Lenders party thereto |
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| 5.1 |
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Opinion of Andrews Kurth LLP regarding the Notes. |
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| 5.2 |
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Opinion of Conyers Dill & Pearman regarding the Notes. |