9 May 2008securities registration● Neutral
WEATHERFORD INTERNATIONAL LTD filed a prospectus supplement covering resales by selling shareholders.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
8 May 2008securities registration● Neutral
WEATHERFORD INTERNATIONAL LTD filed an automatic shelf registration, effective immediately as a well-known seasoned issuer.
25 Mar 2008debt financing● NeutralMajor
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.
20 Mar 2008securities registration● Neutral
WEATHERFORD INTERNATIONAL LTD filed a prospectus supplement for an offering off its existing shelf.
19 Mar 2008securities registration● Neutral
WEATHERFORD INTERNATIONAL LTD filed a free-writing prospectus - marketing material for an offering in progress.
18 Mar 2008securities registration● Neutral
WEATHERFORD INTERNATIONAL LTD filed the final prospectus for a registered offering.
6 Mar 2008material agreement▼ BadMajor
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.
14 Feb 2008substantial holder notice● Neutral
ClearBridge Advisors, LLC, Smith Barney Fund Management LLC reported a WEATHERFORD INTERNATIONAL LTD shareholding of 33,746,031 shares (10.01% of votes) in a periodic institutional filing.
14 Feb 2008substantial holder notice● Neutral
Wellington Management Company, LLP reported a WEATHERFORD INTERNATIONAL LTD shareholding of 17,797,034 shares (5.28% of votes) in a periodic institutional filing.
8 Feb 2008material agreement● Neutral
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.
5 Dec 2007securities registration● Neutral
WEATHERFORD INTERNATIONAL LTD filed the final prospectus for a registered offering.
30 Nov 2007business combination● Neutral
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).
8 Nov 2007business combination● Neutral
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.
15 Oct 2007business combination● Neutral
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.
10 Sept 2007material agreement● NeutralMajor
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.
18 June 2007debt financing● NeutralMajor
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.
2 Mar 2007material agreement● Neutral
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.
14 Feb 2007substantial holder notice● Neutral
Wellington Management Company, LLP disclosed a new substantial WEATHERFORD INTERNATIONAL LTD shareholding (5.51% of votes).
8 Feb 2007substantial holder notice● Neutral
ClearBridge Advisors, LLC, ClearBridge Asset Management, Inc., Smith Barney Fund Management LLC reported a WEATHERFORD INTERNATIONAL LTD shareholding of 34,840,980 shares (10.26% of votes) in a periodic institutional filing.
16 Nov 2006material agreement▲ Good
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.
7 Aug 2006debt financing● NeutralMajor
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.
3 Aug 2006securities registration● Neutral
WEATHERFORD INTERNATIONAL LTD filed a prospectus supplement for an offering off its existing shelf.
2 Aug 2006securities registration● Neutral
WEATHERFORD INTERNATIONAL LTD filed the final prospectus for a registered offering.
2 Aug 2006securities registration● Neutral
WEATHERFORD INTERNATIONAL LTD filed a free-writing prospectus - marketing material for an offering in progress.
14 July 2006material agreement● Neutral
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.
22 June 2006securities registration● Neutral
WEATHERFORD INTERNATIONAL LTD filed an automatic shelf registration, effective immediately as a well-known seasoned issuer.
5 May 2006material agreement● Neutral
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.
10 Mar 2006material agreement● Neutral
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).
21 Feb 2006material agreement● Neutral
The board raised CEO Bernard Duroc-Danner's 2006 base salary by $125,000.
17 Feb 2006debt financing● Neutral
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.