RegAlert2009-01-14
Added · Updated
SEC Division of Corporation Finance no-action letter: Weatherford International Ltd.
The Division of Corporation Finance agrees that Weatherford International Ltd. may rely on the Section 3(a)(10) exemption from registration under the Securities Act of 1933 for shares issued in a redomiciliation scheme of arrangement approved by the Bermuda Court. The Division further agrees that Weatherford-Switzerland may be treated as a successor issuer for purposes of Rule 414, Forms S-3, S-4, and S-8, and Rule 144, allowing it to utilize Weatherford-Bermuda's prior activities and trading history. Additionally, the Division states that persons holding interests in Weatherford-Bermuda Common Shares are not required to file additional or amended Schedule 13D or 13G statements as a result of the transaction, and that Weatherford-Switzerland's assumption of debt obligations does not constitute a sale requiring registration under the Securities Act or qualification under the Trust Indenture Act.
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ANDREWS 600 Travis, Suite 4200
Houston, Texas 77002
ATTORNEYS KURTH 713.220.4200 Phone LLp
713.220.4285 Fax
andrewskurth corn
Securities Act of 1933 -Rule 414; Forms
S-3, S-4 and S-8; Rules 144(c) and
144(e); Sections 2(3) and 3 (a)(10)
Securities Exchange Act of 1934 - Rules
12g-3(a) and 12b-2; Schedules 13D,
13G and 14A
Trust Indenture Act
Office of Chief Counsel
100 F Street NE
Washington, D.C. 20549
Re: Weatherford International Ltd.
Dear Ladies and Gentlemen:
We are writing on behalf of Weatherford International Ltd., a Bermuda exempted company ("Weatherford-Bermuday'), and Weatherford International Ltd., a Swiss corporation ("'Weatherford-Switzerland") and a wholly-owed subsidiary of Weatherford-Bermuda. Weatherford-Bermuda intends to reorganize as a Swiss corporation (the "Redomestication") pursuant to a scheme of arrangement (the "Scheme of Arrangement") under Section 99 of the Companies Act 1981, as amended, of Bermuda (the "Companies Act"). As a result of the Redomestication, Weatherford-Switzerland will become the parent holding company of Weatherford-Bermuda and, together with its subsidiaries (including Weatherford-Bermuda), will continue to conduct the business now conducted by Weatherford-Bermuda and its subsidiaries. As more fully described below, the Redomestication will be accomplished through a Scheme of Arrangement under Bermuda law providing for a share exchange transaction. Assuming that the shareholders of Weatherford-Bermuda approve, and the courts of Bermuda sanction, the Scheme of Arrangement, shareholders of Weatherford-Bermuda will transfer all of their shares to Weatherford-Switzerland in exchange for the same number of shares of Weatherford-Switzerland. Pursuant to the Scheme of Arrangement, each issued and outstanding common share of Weatherford-Bermuda, par value $1 .OO per share (the "Weatherford-Bermuda Common Shares"), will be transferred to Weatherford-Switzerland in exchange for one share of Weatherford-Switzerland (the "Weatherford-Switzerland Registered Shares").
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