Weatherford International Ltd./Switzerland

Weatherford International Ltd./Switzerland terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

Weatherford International Ltd./Switzerland's exchange filed to remove a class of its securities from listing.

listing compliance notice

On April 2, 2014 Weatherford's board approved moving the company's incorporation from Switzerland to Ireland by merging it into a new Irish subsidiary, to be renamed Weatherford International plc. Each existing registered share would be cancelled in exchange for one Irish ordinary share, and treasury shares would be cancelled without any new shares issued for them. The company would seek delisting from SIX Swiss Exchange and NYSE Euronext Paris, remain subject to SEC reporting and NYSE rules, and intends to keep Swiss tax residency. A shareholder vote is expected on or about June 16, 2014, with completion targeted by the end of Q2 2014, though the company may postpone or abandon it even after approval. The 2014 annual meeting would be pushed to September 2014 if the merger goes ahead. About 980,000 shares held in an executive deferred compensation trust would have to be disposed of before the merger because of Irish treasury-share limits. This is a new thread, and it would end the Swiss-company structure the company has had since the 2009 redomestication from Bermuda.

business combination

On May 1, 2013 Weatherford took out a $300 million, 364-day term loan, fully drawn and maturing April 30, 2014, with terms substantially similar to its $2.25 billion revolver. It is for general corporate purposes, including repaying other credit facility borrowings and reducing commercial paper. The same filing carries first-quarter 2013 results: revenue of $3,837 million, GAAP net income of $22 million ($0.03 per share), or $117 million ($0.15 per share) excluding $95 million of after-tax losses, which included $61 million from the Venezuelan bolivar devaluation and $18 million of professional fees for income tax remediation. Net debt rose $308 million from the prior quarter, which the company attributes mainly to the timing of interest payments plus higher working capital. The tax remediation effort is described as still ongoing.

material agreement

After bondholders consented in a solicitation that began August 2, 2012, Weatherford signed supplemental indentures extending the deadline for its second- and third-quarter 2012 Form 10-Q filings under its note indentures, covering all series of its outstanding publicly traded senior notes. The press release says the new deadline is March 31, 2013 (the 8-K text says 'March 31, 2012', which appears to be a typo). Noteholders who consented were offered $2.50 per $1,000 of notes, and the company expects to pay about $29 million in total including fees and solicitation costs. This mirrors the August 6 extension granted by the revolver lenders.

material agreement

Weatherford's lenders under its senior unsecured revolving credit facility waived the company's financial reporting obligations for the second and third quarters of 2012 and extended them to no later than March 19, 2013, and also gave a limited waiver of default over representations about its existing financial statements. The company says it had no borrowings outstanding under the facility and is in compliance with its covenants after the amendment. This follows from the unresolved tax material weakness and restatement, which is why the quarterly reports are delayed; the filing itself does not say that, so linking them is an inference. The filing says additional requirements apply during the waiver period but does not describe them.

material agreement

Weatherford reported preliminary Q2 2012 pre-tax earnings of $205 million on record revenue of $3,778 million, again without a tax figure because the income tax material weakness is still not remediated. It found a further $92 million of prior-period tax expense in the first two quarters of 2012, took a $100 million charge as its best estimate of a possible settlement with the U.S. government over alleged sales in sanctioned countries (still unsettled), and booked a $53 million gain on the sale of its subsea controls business. It also said the Middle East/North Africa, Russia and Sub-Sahara Africa units, with $769 million of goodwill, were potentially impaired after a sustained share price decline; the amount of any impairment is not yet known. This continues the tax restatement thread and gives a dollar estimate for the government investigation thread. The CFO signing the filing is now John H. Briscoe, replacing Andrew Becnel.

financial restatement

On March 30, 2012 Weatherford's Bermuda subsidiary agreed to sell $750 million of 4.50% notes due 2022 and $550 million of 5.95% notes due 2042, guaranteed by the Swiss parent and the Delaware subsidiary, for net proceeds of about $1,283.7 million, expected to close about April 4, 2012. The money is to repay short-term debt and for general corporate purposes. This follows the same structure as the Sept 2010 notes issue.

debt financing

Weatherford reported preliminary Q4 2011 results (pre-tax income of $254 million, revenue of $3,710 million, a company record) but only on a pre-tax basis because the tax material weakness disclosed in March 2011 has not been fixed. It now expects roughly $225-250 million of net tax adjustments to results for 2010 and earlier, about two-thirds relating to years up to 2008, and the Audit Committee again concluded prior financial statements should not be relied on. This continues the 2011 restatement, with the estimated size of adjustments now stated as about $225-250 million versus about $500 million estimated in March 2011 (the filing does not explain the difference).

financial restatement

Weatherford said its earlier financial statements for 2007-2009 and the first three quarters of 2010 should no longer be relied on, after finding a material weakness in how it accounts for income taxes. It estimates tax-related errors of about $500 million across 2007-2010 (about $460 million from the tax treatment of intercompany amounts), plus roughly $20 million of other timing corrections reducing net income; the amounts could still change. This explains the late annual report notice filed the same day. It also says its 20% 2011 tax rate guidance is being reassessed, and that Libya operations have not resumed, with about $141 million of property and inventory and about $76 million of cash, receivables and prepaids there at Dec 31, 2010 and about $19 million of performance bonds.

financial restatement

On Oct 15, 2010 Weatherford signed a new $1.75 billion unsecured revolving credit facility maturing Oct 15, 2013 (subject to extension), replacing two existing facilities of the same total size that were due to mature in May 2011 and were ended without penalty. It carries a 60% total debt-to-capitalization covenant, and the company says it is in compliance. The same filing carries Q3 2010 results and mentions an application to list its shares on the SIX Swiss Stock Exchange; no figures are given in the filing text.

debt financing

On Sept 16, 2010 Weatherford's Bermuda subsidiary agreed to sell $800 million of 5.125% notes due 2020 and $600 million of 6.750% notes due 2040, guaranteed by the Swiss parent and the Delaware subsidiary, for expected net proceeds of about $1.38 billion. The money is meant to fund a cash tender offer for several older notes (including up to $700 million of the 6 5/8% notes due 2011), repay short-term debt and for general corporate purposes. This builds on the notes and guarantees set up in the 2009 Swiss reorganization.

debt financing

On June 24, 2010 Weatherford and TNK-BP amended the 2009 deal for TNK-BP's Oilfield Services Division, pushing the settlement of the value guarantee from June 29, 2010 to the earlier of Dec 1, 2010 or 30 days after the third business day after Q3 2010 earnings. The guarantee base price rose from $18.50 to $19.50 and any payments must now be in cash, not shares. Weatherford also got an option to repurchase the TNK-BP shares at $18.70 per share through June 29, 2010. This continues the thread from the 2009 agreement.

material agreement

On May 29, 2009 Weatherford agreed to buy TNK-BP's Oilfield Services Division from Novy Investments Limited, a TNK-BP affiliate, paying 24.3 million of its own registered shares at completion. If TNK-BP sells those shares below US$18.50 before the earlier of June 29, 2010 or the first anniversary of completion, Weatherford owes the difference, in cash or in some cases shares. The deal still needs regulatory approvals, including Russian competition filings.

material agreement

On Feb 26, 2009 Weatherford completed its move of the parent company from Bermuda to Switzerland. Each Bermuda common share was swapped one-for-one for a Swiss registered share (697,802,003 issued, excluding treasury shares). The new Swiss parent guaranteed the Bermuda and Delaware subsidiaries' senior notes and three credit facilities ($1.5bn, $250m, $500m), took over the stock plans, 12.9 million warrants (exercise price $15.00) and executive employment agreements, and kept the existing directors and officers. Share par value was set at 1.16 Swiss francs.

business combination