Weatherford International Ltd./Switzerland (Form: 8-K, Received: 08/14/2012 16:28:06)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 13, 2012

WEATHERFORD INTERNATIONAL LTD.

(Exact name of registrant as specified in its charter)


Switzerland	001-34258	98-0606750
(State or other jurisdiction of incorporation)	Commission File Number	(I.R.S. Employer Identification Number)

4-6 Rue Jean-François Bartholoni, 1204 Geneva, Switzerland		Not Applicable
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: + 41.22.816.1500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On August 14, 2012, after receiving the necessary consents of bondholders in a consent solicitation that began August 2, 2012 (the “Consent Solicitation”), we entered into supplemental indentures with the trustee under our indentures. These supplemental indentures extend the due date under our indentures for providing our Form 10-Q filings for the second and third fiscal quarters of 2012 to no later than March 31, 2012.

The supplemental indentures are filed as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

We expect to pay an aggregate of approximately $29 million in connection with the successful Consent Solicitation, including consent fees and costs of the solicitation.

Item 8.01 Other Events.

On August 13, 2012, we issued a press release announcing the success of the Consent Solicitation. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits .

4.1

Sixth Supplemental Indenture, dated as of August 14, 2012, among Weatherford International Ltd., a Bermuda exempted company (“Weatherford Bermuda”), Weatherford International, Inc., a Delaware company (“Weatherford Delaware”), Weatherford International Ltd., a Swiss joint-stock company (“Weatherford Switzerland”), and Deutsche Bank Trust Company Americas, as trustee, to the indenture dated as of October 1, 2003.

4.2

Third Supplemental Indenture, dated as of August 14, 2012, among Weatherford Delaware, Weatherford Bermuda, Weatherford Switzerland, and Deutsche Bank Trust Company Americas, as trustee, to the indenture dated as of June 18, 2007.

99.1

Press release dated August 13, 2012, announcing the success of the Consent Solicitation.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


				WEATHERFORD INTERNATIONAL LTD.

Date: August 14, 2012				/s/ Joseph C. Henry
				Joseph C. Henry,
				Senior Vice President, Co-General Counsel and Corporate Secretary

INDEX TO EXHIBITS


Exhibit Number		Description
4.1		Sixth Supplemental Indenture, dated as of August 14, 2012, among Weatherford Bermuda, Weatherford Delaware, Weatherford Switzerland, and Deutsche Bank Trust Company Americas, as trustee, to the indenture dated as of October 1, 2003.

4.2		Third Supplemental Indenture, dated as of August 14, 2012, among Weatherford Delaware, Weatherford Bermuda, Weatherford Switzerland, and Deutsche Bank Trust Company Americas, as trustee, to the indenture dated as of June 18, 2007.

99.1		Press release dated August 13, 2012, announcing the success of the Consent Solicitation.

Exhibit 4.1

WEATHERFORD INTERNATIONAL LTD.

a Bermuda exempted company

as Issuer

WEATHERFORD INTERNATIONAL, INC.

a Delaware corporation

as Guarantor

WEATHERFORD INTERNATIONAL LTD.,

a Swiss joint-stock corporation

as Guarantor

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Trustee

SIXTH SUPPLEMENTAL INDENTURE

Dated as of August 14, 2012

INDENTURE

Dated as of October 1, 2003

SIXTH SUPPLEMENTAL INDENTURE dated as of August 14, 2012 (this “ Supplemental Indenture ”), among Weatherford International Ltd., a Bermuda exempted company (the “ Company ”), Weatherford International Ltd., a Swiss joint-stock corporation (“ Weatherford Switzerland ”), Weatherford International, Inc., a Delaware corporation (“ Weatherford Delaware ” and, together with Weatherford Switzerland, the “ Guarantors ”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee under the Indenture referred to below (in such capacity, the “ Trustee ”).

RECITALS OF THE COMPANY

WHEREAS, the Company, Weatherford Delaware and the Trustee are parties to an Indenture dated as of October 1, 2003 (the “ Original Indenture ”) (the Original Indenture, as supplemented from time to time, including without limitation pursuant to this Supplemental Indenture, being referred to herein as the “ Indenture ”); and

WHEREAS, pursuant to Section 9.2 of the Indenture, with the consent of the Holders of not less than a majority in aggregate principal amount of the then Outstanding Securities of all series affected by such supplemental indenture, the Company, when authorized by a Board Resolution, the Guarantors and the Trustee may enter into a supplemental indenture to amend or supplement the Indenture; and

WHEREAS, the Company has solicited the consents of the Holders of the Outstanding Securities with respect to certain amendments to the Indenture in exchange for the payment of a consent fee, as described in a consent solicitation statement dated August 2, 2012, and the holders of a majority in aggregate principal amount of the Outstanding Securities of all series have duly consented to such amendments pursuant to Section 9.2 of the Indenture;

NOW, THEREFORE, in consideration of the premises, agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree, for the equal and proportionate benefit of all Holders of the Outstanding Securities, as follows:

ARTICLE 1

R ELATION TO I NDENTURE ; D EFINITIONS

SECTION 1.01. Relation to Indenture.

With respect to the Outstanding Securities and the Guarantees thereof by the Guarantors, this Supplemental Indenture constitutes an integral part of the Indenture.

SECTION 1.02. Definitions.

For all purposes of this Supplemental Indenture, capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Original Indenture, as previously supplemented and amended.

SECTION 1.03. General References.

All references in this Supplemental Indenture to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this Supplemental Indenture; and the terms “ herein ,” “ hereof ,” “ hereunder ” and any other word of similar import refers to this Supplemental Indenture.

ARTICLE 2

A MENDMENTS

SECTION 2.01. Amendment to Section 5.1 of the Indenture.

Section 5.1 of the Indenture is hereby amended by adding the following language at the beginning of clause (3) thereof:

“Except with respect to the nonperformance of the covenants set forth in Sections 7.4 and 14.3 prior to March 31, 2013,”

SECTION 2.02. Amendment to Section 7.4 of the Indenture.

Section 7.4 of the Indenture is hereby amended by adding the following sentence at the end of that section:

“Notwithstanding the foregoing provisions of this Section 7.4, the Company shall be exempt from the requirements of clauses (a), (b) and (c) hereof until March 31, 2013.”

SECTION 2.03. Amendment to Section 14.3 of the Indenture.

Section 14.3 of the Indenture is hereby amended by adding the following sentence at the end of that section:

“Notwithstanding the foregoing provisions of this Section 14.3, the Guarantors shall be exempt from the requirements of this Section 14.3 until March 31, 2013.”

ARTICLE 3

M ISCELLANEOUS

SECTION 3.01. Certain Trustee Matters.

The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness.

The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture or the Outstanding Securities or the proper authorization or the due execution hereof or thereof by the Company.

SECTION 3.02. Continued Effect.

Except as expressly supplemented and amended by this Supplemental Indenture, the Indenture shall continue in full force and effect in accordance with the provisions thereof, and the Indenture, as supplemented and amended hereby and thereby, is in all respects hereby ratified and confirmed. This Supplemental Indenture and all of its provisions shall be deemed a part of the Indenture, as supplemented and amended, in the manner and to the extent herein and therein provided.

SECTION 3.03. Governing Law.

This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

SECTION 3.04. Counterparts.

This instrument may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

(Signature Pages Follow)

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and delivered, all as of the day and year first above written.


WEATHERFORD INTERNATIONAL LTD. a Bermuda exempted company as Issuer
By:		/s/ John H. Briscoe
Name:		John H. Briscoe
Title:		Senior Vice President and Chief Financial Officer
WEATHERFORD INTERNATIONAL LTD. a Swiss joint-stock corporation as Guarantor
By:		/s/ John H. Briscoe
Name:		John H. Briscoe
Title:		Senior Vice President and Chief Financial Officer
WEATHERFORD INTERNATIONAL, INC. a Delaware corporation as Guarantor
By:		/s/ John H. Briscoe
Name:		John H. Briscoe
Title:		Senior Vice President and Chief Financial Officer


DEUTSCHE BANK TRUST COMPANY AMERICAS By: Deutsche Bank National Trust Company as Trustee
By:		/s/ Irina Golovashchuk
Name:		Irina Golovashchuk
Title:		Vice President
By:		/s/ Jeffrey Schoenfeld
Name:		Jeffrey Schoenfeld
Title:		Associate

Exhibit 4.2

WEATHERFORD INTERNATIONAL, INC.

a Delaware corporation

as Issuer

WEATHERFORD INTERNATIONAL LTD.

a Bermuda exempted company

as Guarantor

WEATHERFORD INTERNATIONAL LTD.,

a Swiss joint-stock corporation

as Guarantor

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Trustee

THIRD SUPPLEMENTAL INDENTURE

Dated as of August 14, 2012

INDENTURE

Dated as of June 18, 2007

THIRD SUPPLEMENTAL INDENTURE dated as of August 14, 2012 (this “ Supplemental Indenture ”), among Weatherford International, Inc., a Delaware corporation (the “ Company ”), Weatherford International Ltd., a Swiss joint-stock corporation (“ Weatherford Switzerland ”), Weatherford International Ltd., a Bermuda exempted company (“ Weatherford Bermuda ” and, together with Weatherford Switzerland, the “ Guarantors ”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee under the Indenture referred to below (in such capacity, the “ Trustee ”).

RECITALS OF THE COMPANY

WHEREAS, the Company, Weatherford Bermuda and the Trustee are parties to an Indenture dated as of June 18, 2007 (the “ Original Indenture ”) (the Original Indenture, as supplemented from time to time, including without limitation pursuant to this Supplemental Indenture, being referred to herein as the “ Indenture ”); and