Weatherford Announces the Total Consideration for its Maximum Debt Tender Offer

20 Oct 2010

GENEVA, Oct 20, 2010 /PRNewswire via COMTEX/ --

Weatherford International Ltd., a Swiss joint-stock corporation (NYSE: WFT) ("Weatherford"), announced today the reference yield and the total consideration for each series of notes subject to its previously announced Maximum Tender Offer, whereby (a) Weatherford International, Inc., a Delaware corporation and subsidiary of Weatherford ("Weatherford Delaware"), is offering to purchase, under certain conditions, its 5.95% Senior Notes due June 15, 2012, and (b) Weatherford International Ltd., a Bermuda exempted company and subsidiary of Weatherford ("Weatherford Bermuda"), is offering to purchase, under certain conditions, its 5.15% Senior Notes due March 15, 2013 and its 4.95% Senior Notes due October 15, 2013.

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The reference yield for the Maximum Tender Offer was determined at 2:00 p.m., New York City time, today. The total consideration for each series of notes is based on the reference yield plus a fixed spread as set forth in the table below. All payments for notes purchased in the Maximum Tender Offer will also include accrued and unpaid interest on the principal amount tendered up to, but not including, the Maximum Tender Offer Settlement Date, which is currently expected to be Thursday, October 21, 2010.

Issuer


CUSIP
Numbers


Title of Security


Reference U.S. Security
Treasury


Reference
Yield


Fixed Spread
(basis points)


Total Consideration per $1000 Principal Amount


Weatherford Delaware's and Weatherford Bermuda's Offers for their Respective Notes Listed Below: Maximum Tender Offer


Weatherford Delaware


947074AH3


5.95% Senior Notes due June 15, 2012


0.375% U.S. Treasury Note due August 31, 2012


0.358%



70



$1,079.79


Weatherford Bermuda


947075AC1


5.15% Senior Notes due March 15, 2013


0.75% U.S. Treasury Note due September 15, 2013


0.495%



100



$1,085.83


Weatherford Bermuda


947075AA5


4.95% Senior Notes due October 15, 2013


0.75% U.S. Treasury Note due September 15, 2013


0.495%



140



$1,088.20


The Maximum Tender Offerwill expire at 5:00 p.m., New York City time, on October 20,2010, unless extended or earlier terminated (such date and time, as may be extended, the "Maximum Tender Offer Expiration Date"). If more than the maximum tender amount of $532,934,000 in aggregate principal amount of notes subject to the Maximum Tender Offer are validly tendered and not validly withdrawn before 5:00 p.m., New York City time, on the Maximum Tender Offer Expiration Date, the tendered notes will be purchased in accordance with the acceptance priority levels set forth in the offers to purchase document. If there are insufficient remaining funds to purchase all the notes of a series in an applicable priority level, then the amount of notes purchased in that series will be prorated based on the aggregate principal amount tendered for that series of notes. In that event, notes of other series subject to the Maximum Tender Offer with a lower acceptance priority level than the prorated series of notes will not be accepted for purchase.

Holders of notes subject to the Maximum Tender Offer who validly tendered their notes before 5:00 p.m., New York City time, on September 29, 2010 (such date and time, the "Early Tender Date"), and do not validly withdraw their notes before 5:00 p.m., New York City time, on the Maximum Tender Offer Expiration Date, will receive the total consideration, which includes an early tender premium of $30 per $1,000 principal amount of notes accepted for purchase. Holders of notes subject to the Maximum Tender Offer who validly tender their notes after the Early Tender Date and before 5:00 p.m., New York City time, on the Maximum Tender Offer Expiration Date will receive the tender offer consideration, which is the total consideration minus $30 per $1,000 principal amount of notes tendered by such holders that are accepted for purchase.

The terms and conditions of the Maximum Tender Offer, including the conditions of Weatherford Delaware's and Weatherford Bermuda's obligations to accept the notes tendered and to pay the total consideration or tender offer consideration, as applicable, plus accrued and unpaid interest, are set forth in the offers to purchase document and the related letter of transmittal that were distributed to the holders of the affected notes. The Maximum Tender Offer is conditioned upon satisfaction or waiver of certain conditions described in the offers to purchase document.

Weatherford Delaware and Weatherford Bermuda have retained Deutsche Bank Securities Inc., Morgan Stanley & Co. Incorporated and UBS Securities LLC to serve as joint lead dealer managers, and Global Bondholder Services Corporation to serve as the depositary and information agent for the tender offers.

Requests for documents may be directed to Global Bondholder Services Corporation by telephone at (866) 470-3700 or in writing at Attn: Corporate Action, 65 Broadway, Suite 404, New York, New York 10006. Questions regarding the tender offers may be directed to any of: Deutsche Bank Securities Inc. by telephone at (866) 627-0391 or in writing at 60 Wall Street, New York, New York 10005, Attention: Liability Management Group; Morgan Stanley & Co. Incorporated by telephone at (800) 624-1808 or in writing at 1585 Broadway, New York, New York 10036, Attention: Liability Management Group; or UBS Securities LLC by telephone at (888) 719-4210 or in writing at 677 Washington Boulevard, Stamford, Connecticut 06901, Attention: Liability Management Group.

Weatherford or its affiliates (including Weatherford Delaware and Weatherford Bermuda) may from time to time, after the applicable offer expiration date, purchase additional notes in the open market, in privately negotiated transactions, through tender offers, exchange offers or otherwise or may redeem notes pursuant to the terms of the indentures governing the notes. Any future purchases may be on the same terms or on terms that are more or less favorable to holders of notes than the terms of the tender offers referenced herein. Any such purchases will depend on various factors existing at that time.

This press release is not a tender offer to purchase or a solicitation of acceptance of a tender offer, which may be made only pursuant to the terms of the offers to purchase document. In any jurisdiction where the laws require the tender offers to be made by a licensed broker or dealer, the tender offers will be deemed made on behalf of Weatherford Delaware and Weatherford Bermuda by Deutsche Bank Securities Inc., Morgan Stanley & Co. Incorporated and UBS Securities LLC, or one or more registered brokers or dealers under the laws of such jurisdiction.

Weatherford is a Swiss-based, multi-national oilfield service company. It is one of the largest global providers of innovative mechanical solutions, technology and services for the drilling and production sectors of the oil and gas industry. Weatherford operates in over 100 countries and employs over 52,000 people worldwide.

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 concerning, among other things, the timing and completion of the tender offers, the various dates relating to the tender offers and Weatherford's financial position and liquidity giving effect to those transactions. Weatherford's forward-looking statements are subject to certain risks, uncertainties and assumptions. These risks and uncertainties, which are more fully described in Weatherford International Ltd.'s reports and registration statements filed with the U.S. Securities and Exchange Commission, include the impact of oil and natural gas prices and worldwide economic conditions on drilling activity, the outcome of pending government investigations, the demand for and pricing of Weatherford's products and services, domestic and international economic and regulatory conditions, changes in tax and other laws affecting our business, continued volatile conditions in the credit market and the interest of holders in tendering the notes. Should one or more of these risks or uncertainties materialize, or should the assumptions prove incorrect, actual results may vary materially from those currently anticipated.

Contacts:




Andrew P. Becnel

+41.22.816.1502


Chief Financial Officer



Karen David-Green

+713.693.2530


Vice President - Investor Relations


SOURCE Weatherford International Ltd.