Each one in plain English, with the numbers worked through for a shareholder.
14 Dec 2018business combination● Neutral
In December 2018 Weatherford International, LLC (the Delaware subsidiary), with the Irish parent and the Bermuda company as co-registrants, filed to let holders swap up to $600 million of unregistered 9.875% senior notes due 2025 for registered ones. The old notes were issued on February 28, 2018 and the swap satisfies registration obligations from that sale; the company receives no cash. This is a new exchange offer, following the August 2017 one for the 2024 notes, and it does not change shareholders' ownership.
In August 2017 Weatherford International Ltd. (the Bermuda subsidiary of the Irish parent Weatherford International plc) filed to let holders swap up to $790 million of unregistered 9.875% notes due 2024 for registered ones. The old notes were issued as $540M on November 18, 2016 and $250M on June 29, 2017 under registration obligations, and the company gets no cash. The parent is now an Irish company, which the earlier filings do not describe; the filing text here does not explain how that came about, and this is a gap in the record.
On February 26, 2009 the move to Switzerland was completed: each Bermuda share was exchanged one-for-one for a Swiss Weatherford share, Bermuda became a subsidiary, and the Swiss shares began trading on the NYSE as WFT that day. The Swiss parent now guarantees the company's listed senior notes, and it assumed the 12.9 million warrants ($15.00 exercise price) and the stock plans and executive employment agreements. The Bermuda entity expects to file to end its own reporting.
On January 9, 2009 lenders under Weatherford's main credit facilities agreed to the planned move to Switzerland and to the new Swiss parent guaranteeing the debt, with amendments reflecting the new structure. This clears one condition for the redomestication announced in December.
Weatherford sold $1.25 billion of new senior notes on January 5, 2009: $1.0 billion of 9.625% due 2019 and $250 million of 9.875% due 2039, for net proceeds of about $1,233.0 million. The filing says the proceeds will repay amounts outstanding under its credit facilities, and that the planned Swiss parent will also guarantee the notes after the share exchange. Their coupons are well above the 5-7% on the notes sold in 2007 and March 2008.
On December 10, 2008 Weatherford announced a plan to move its incorporation from Bermuda to Switzerland: shareholders would swap their shares one-for-one for shares of a new Swiss company, Weatherford International Ltd. (Switzerland), via a Bermuda court-approved scheme of arrangement. It still needs shareholder approval and Bermuda Supreme Court sanction, and the board can abandon it before it takes effect.
On October 20, 2008 Weatherford signed a $500 million, 364-day credit agreement with a bank group led by UBS AG, Stamford Branch as agent. Barclays is one of the lenders, and director Robert Millard is an officer of a Barclays affiliate. The filing does not say why the facility was arranged or whether anything has been drawn.
Weatherford sold $1.5 billion of new senior notes on March 19, 2008 ($500M each of 5.15% due 2013, 6.00% due 2018 and 7.00% due 2038), settling March 25, with net proceeds of about $1.47 billion; this follows the prospectus filings of March 18-20. It also signed a new $250 million four-year revolving credit facility (Deutsche Bank agent, LIBOR plus 0.27%) on terms similar to its existing $1.5 billion facility. The filing does not state what the proceeds will be used for.
Weatherford approved 2008 base salary increases for seven managers (e.g. CEO Duroc-Danner +$90,625, CFO Becnel +$75,000) and discretionary cash awards, including $3,000,000 to the CEO, even though no 2007 bonuses were earned under the incentive plan because internal financial targets were missed. This contrasts with the 2006 bonuses, which were paid in restricted shares. The board also nominated seven directors for the June 2, 2008 annual meeting; Sheldon Lubar, a director since 1995, will not stand again for personal reasons, reducing the board to seven.
On February 6, 2008 Weatherford amended its executive retirement plan so that anyone joining after that date will not have incentive pay or bonuses counted when calculating plan benefits. It does not change benefits for existing participants as described in the filing.
Weatherford filed a second amendment to its exchange offer registration for the $1.5 billion of June 2007 notes, with the exchange expiry still left open (January 2008). The terms are unchanged: registered notes for identical unregistered ones, no cash proceeds to the company. The updated earnings-to-fixed-charges ratio is 7.52x for the nine months to September 30, 2007, versus 9.70x for 2006 (a lower coverage ratio, though the filing does not comment on why).
This is a technical amendment to the notes exchange filing, made only to submit a revised legal opinion from Bermuda counsel Conyers Dill & Pearman and its consent. The prospectus itself is not changed, and no new financial information is given.
Weatherford's U.S. subsidiary filed to let holders swap the $1.5 billion of private notes sold in June 2007 (5.95% due 2012, 6.35% due 2017, 6.80% due 2037) for identical registered notes, as the June registration rights agreement required. The company receives no cash from the swap, and the notes remain guaranteed by the Bermuda parent. The filing carries no change to the debt itself.
Weatherford said it will stop doing business through foreign subsidiaries in countries under U.S. sanctions (Cuba, Iran, Sudan and Syria), with no new contracts and an orderly wind-down of existing business there. The filing gives no figures on how much revenue is affected. Separately, Chief Accounting Officer Jessica Abarca received a $50,000 raise.
Weatherford's U.S. subsidiary sold $1.5 billion of new senior notes to investment banks in a private placement: $600 million of 5.95% notes due 2012, $600 million of 6.35% notes due 2017 and $300 million of 6.80% notes due 2037, all guaranteed by the Bermuda parent. Net proceeds were $1,486,365,000, received June 18, 2007; the filing does not state what the money will be used for. The company must register exchange notes, and the interest rates could rise by 0.25% if it fails to do so. This adds a new layer of long-term debt on top of the 2016 and 2036 notes issued in 2006.
Weatherford approved 2007 base salary raises for eight managers (e.g., CEO +$34,375, CFO Andrew Becnel +$100,000, COO E. Lee Colley +$150,000). It also paid 2006 officer bonuses in restricted shares instead of cash, including 71,026 to CEO Duroc-Danner; the shares become unrestricted in December 2007. The filing shows Becnel now as CFO and Colley as COO, whereas the March 2006 filing listed Lisa Rodriguez as CFO and Colley as head of Production Systems.
Weatherford doubled its primary credit facility from $750 million to $1.5 billion effective November 14, 2006, and raised its commercial paper program to $1.5 billion. The company says this adds $750 million of available liquidity.
Weatherford sold $600 million of 6.50% Senior Notes due 2036, receiving net proceeds of $588.3 million. It then terminated its undrawn $600 million 364-day credit facility (effective August 10, 2006, no penalty) and said it will cut its commercial paper program to $700 million. This continues the 2005 financing built around the Precision Drilling deal, with long-term notes replacing the short-term facility.
Weatherford and Shell Technology Ventures amended and restated the warrant, first issued in February 2002, that lets Shell Technology Ventures buy 6.5 million Weatherford common shares at $30 each until February 28, 2012. The filing says the changes reflect changes in Weatherford's capital and organizational structure since issue; it states no change to share count or price.
Weatherford replaced its $500 million credit facility, which was due to mature May 12, 2006, with a new five-year, $750 million unsecured revolver (LIBOR + 0.27%, debt-to-capitalization limit of 60%), led by JPMorgan Chase. It also cut its 364-day facility from $850 million to $600 million, leaving $1.35 billion of committed lines with nothing borrowed, supporting the commercial paper program.
Weatherford raised 2006 base salaries for six senior managers by $25,000 to $40,000 each, including the CFO (+$35,000), General Counsel (+$40,000) and the head of Production Systems (+$35,000).
Weatherford sold $350 million of 5.50% Senior Notes due February 15, 2016 to underwriters led by Banc of America, Morgan Stanley and UBS, receiving $346,237,500 before expenses. The notes are unsecured and guaranteed by subsidiary Weatherford International, Inc.; the filing does not say what the proceeds are for.
Weatherford agreed with Universal Compression Holdings and J.P. Morgan Securities to sell 6.75 million Universal shares in an underwritten offering. The filing gives no price or proceeds figures, and does not say how Weatherford came to hold the shares.
Weatherford appointed Hazel A. Brown as Vice President of Human Resources and signed an indemnification agreement and a three-year employment agreement with her. The employment agreement includes severance of about two times salary and bonus, plus other benefits, on termination without cause or for good reason, with accelerated vesting of equity and tax gross-ups.
Weatherford launched a commercial paper program allowing short-term unsecured notes of up to $1.5 billion, which it expects to give more favorable short-term borrowing rates. JPMorgan Chase acts as paying agent, JPMorgan, Goldman Sachs and Merrill Lynch are dealers, and subsidiary Weatherford International, Inc. guarantees the notes.
Weatherford completed its previously announced purchase of Precision Drilling's Energy Services and International Contract Drilling divisions for 26,000,000 common shares plus Can$1.13 billion (about US$945 million). It borrowed $921 million on its 364-day credit facility for the cash portion (about 4.0% expected interest), signed a registration rights, standstill and voting agreement with Precision, and hired John R. King and Ian E. Kelly to run two new divisions. Financial statements for the acquired business are due by November 17, 2005.
Weatherford signed a $1.2 billion, 364-day credit facility with UBS, Bank of America and Morgan Stanley (maturing August 23, 2006) to fund the redemption of its Zero Coupon Convertible Senior Debentures due 2020, the planned purchase of Precision Drilling's Energy Services and International Contract Drilling divisions, and possible refinancings. It then redeemed the remaining debentures: $367.4 million face value was converted into about 3.67 million common shares, and the rest ($531.6 million face) was repaid for $341.8 million, funded by a $240 million draw on the new facility (about 4.0% expected interest) and $101.8 million of cash.
