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| WFT > SEC Filings for WFT > Form 8-K on 26-Feb-2009 | All Recent SEC Filings |
26-Feb-2009
Entry into a Material Definitive Agreement, Changes in Control or R
• Indenture, dated October 1, 2003, relating to the following debt securities issued by Weatherford-Bermuda: (i) $250,000,000 principal amount of 4.95% Senior Notes due 2013; (ii) $500,000,000 principal amount of 5.15% Senior Notes due 2013; (iii) $350,000,000 principal amount of 5.50% Senior Notes due 2016; (iv) $500,000,000 principal amount of 6.00% Senior Notes due 2018; (v) $600,000,000 principal amount of 6.50% Senior Notes due 2036; (vi) $500,000,000 principal amount of 7.00% Senior Notes due 2038; (vii) $1,000,000,000 principal amount of 9.625% Senior Notes due 2019; and (viii) $250,000,000 principal amount of 9.875% Senior Notes due 2039; and
• Indenture, dated June 18, 2007, relating to the following debt securities issued by Weatherford-Delaware: (i) $600,000,000 principal amount of 5.95% Senior Notes due 2012; (ii) $600,000,000 principal amount of 6.35% Senior Notes due 2017; and (iii) $300,000,000 principal amount of 6.80% Senior Notes due 2037.
The Supplemental Indentures are filed as Exhibits 4.1, 4.2 and 4.3 to this
Current Report on Form 8-K and are incorporated herein by reference.
Warrant Assignment
On February 26, 2009, Weatherford-Bermuda and Weatherford-Switzerland entered
into a Warrant Assignment and Assumption Agreement (the "Assignment Agreement")
regarding outstanding warrants to purchase an aggregate of 12.9 million common
shares of Weatherford-Bermuda, par value $1.00 per share (the
"Weatherford-Bermuda Common Shares"), at an exercise price of $15.00 per share
(collectively, the "Warrants").
Under the Assignment Agreement, Weatherford-Bermuda assigned to
Weatherford-Switzerland, and Weatherford-Switzerland assumed, all of
Weatherford-Bermuda's rights and obligations under the Warrants. As a result,
the holders of the Warrants are entitled to receive, in accordance with the
terms of the Warrants, one Weatherford-Switzerland registered share
(collectively, the "Weatherford-Switzerland Registered Shares") on exercise of
the Warrants in lieu of each Weatherford-Bermuda Common Share that they were
entitled to receive upon exercise of the Warrants. The Assignment Agreement is
filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Assumption and Amendment of Stock Plans
On February 25, 2009, Weatherford-Switzerland and Weatherford-Bermuda entered
into an Assumption and General Amendment Agreement pursuant to which, among
others:
• Weatherford-Bermuda assigned to Weatherford-Switzerland, and
Weatherford-Switzerland assumed, the following equity incentive plans of
Weatherford-Bermuda, including all award or grant documents or agreements
thereunder: Weatherford International Ltd. Non-Employee Director Stock
Option Agreements; Weatherford International Ltd. 2006 Omnibus Incentive
Plan; Weatherford International Ltd. Restricted Share Plan; and
Weatherford International, Inc. 1998 Employee Stock Option Plan.
• Weatherford-Bermuda assigned to Weatherford-Switzerland, and Weatherford-Switzerland assumed, the employment agreements between Weatherford-Bermuda and each of Jessica Abarca, Andrew P. Becnel, M. David Colley, Bernard J. Duroc-Danner, Stuart E. Ferguson, Carel W. Hoyer, James M. Hudgins, Burt M. Martin, and Keith R. Morley (the "Executives"), which agreements are dated effective as of December 31, 2008.
• Weatherford-Bermuda assigned to Weatherford-Switzerland, and
Weatherford-Switzerland assumed, the obligations to issue or cause to be
issued shares under the following benefit plans of Weatherford-Bermuda:
Weatherford International, Inc. Executive Deferred Compensation Stock
Ownership Plan; Weatherford International, Inc. Foreign Executive Deferred
Compensation Stock Plan; and Weatherford International Ltd. Deferred
Compensation Plan for Non-Employee Directors. The plans remain plans of
Weatherford-Bermuda and were not assumed by Weatherford-Switzerland.
The Assumption and General Amendment Agreement also provides that references
to Weatherford-Bermuda in the employment agreements between Weatherford-Delaware
and each of the Executives, which agreements are dated effective as of
January 1, 2009 (other than the agreements of Messrs. Hudgins and Hoyer, which
are dated effective as of February 9, 2009), will be references to
Weatherford-Switzerland. These employment agreements remain agreements of
Weatherford-Delaware and were not assumed by Weatherford-Switzerland. Further,
references to Weatherford-Bermuda in the equity-incentive plans, benefits plans
and other employment agreements noted above were also changed to references to
Weatherford-Switzerland. Also, all awards or grants under the equity-incentive
plans continue to be exercisable, issuable, held, available or vest upon the
same terms and conditions as under the previously-existing awards or grants,
except that upon the exercise, issuance, holding, availability or vesting of
those awards or grants, Weatherford-Switzerland Registered Shares are now
issuable or available, or benefits or other amounts determined, in lieu of
Weatherford-Bermuda Common Shares.
This agreement is effective as of immediately prior to the effective time of
the Transaction (as such term is defined in Item 8.01 below).
The Assumption and General Amendment Agreement is filed as Exhibit 10.2 to
this Current Report on Form 8-K and is incorporated by reference herein.
Exhibit Number Description
4.1 Fifth Supplemental Indenture, dated as of February 26, 2009, among
Weatherford International, Inc., a Delaware corporation, Weatherford
International Ltd., a Bermuda exempted company, Weatherford
International Ltd., a Swiss joint stock corporation, and The Bank of New
York, as successor trustee, to the Indenture dated as of May 17, 1996.
4.2 Third Supplemental Indenture, dated as of February 26, 2009, among
Weatherford International Ltd., a Bermuda exempted company, Weatherford
International, Inc., a Delaware corporation, Weatherford International
Ltd., a Swiss joint stock corporation, and Deutsche Bank Trust Company
Americas, as trustee, to the Indenture dated as of October 1, 2003.
4.3 Second Supplemental Indenture, dated as of February 26, 2009, among
Weatherford International, Inc., a Delaware corporation, Weatherford
International Ltd., a Bermuda exempted company, Weatherford
International Ltd., a Swiss joint stock corporation, and Deutsche Bank
Trust Company Americas, as trustee, to the Indenture dated as of
June 18, 2007.
10.1 Warrant Assignment and Assumption Agreement, dated February 26, 2009,
between Weatherford International Ltd., a Bermuda exempted company, and
Weatherford International Ltd., a Swiss joint stock corporation.
10.2 Assumption and General Amendment Agreement, dated February 25, 2009,
between Weatherford International Ltd., a Bermuda exempted company, and
Weatherford International Ltd., a Swiss joint stock corporation.
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