Obligation Weatherford International Ltd 9.875% ( US947075AG20 ) en USD

Weatherford International Ltd

106.69 % ⇌

Etas-Unis

US947075AG20 ( en USD )

9.875% par an ( paiement semestriel ) - Obligation en défaut, paiements suspendus

28/02/2039

Prospectus brochure de l'obligation Weatherford International Ltd US947075AG20 en USD 9.875%, échéance 28/02/2039

2 000 USD

250 000 000 USD

947075AG2

D ( En défaut )

N/A

28/02/2039 ( Dans 5422 jours )

L'Obligation émise par Weatherford International Ltd ( Etas-Unis ) , en USD, avec le code ISIN US947075AG20, paye un coupon de 9.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 28/02/2039
L'Obligation émise par Weatherford International Ltd ( Etas-Unis ) , en USD, avec le code ISIN US947075AG20, a été notée D ( En défaut ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Files Pursuant to Rule 424(b)(5)
Registration No. 333-135244
Registration No. 333-135244-01
Registration No. 333-135244-02

CALCULATION OF REGISTRATION FEE

Amount
Aggregate

Aggregate
Registration
Title of Securities Registered

Registered
Price Per Unit Offering Price
Fee

9.625% Senior Notes due 2019
$ 1,000,000,000 99.495% $ 994,950,000

9.875% Senior Notes due 2039
$ 250,000,000 98.841% $ 247,102,500

Total

$ 1,242,052,500 $ 48,813

Prospectus Supplement
January 5, 2009
(To prospectus dated January 5, 2009)

Weatherford International Ltd.

$1,250,000,000

$1,000,000,000 9.625% Senior Notes due 2019

$250,000,000 9.875% Senior Notes due 2039

Fully and unconditionally guaranteed by
Weatherford International, Inc.

We will pay interest on the notes on March 1 and September 1 of each year, beginning March 1,
2009. The notes due 2019 (the "2019 notes") will mature on March 1, 2019, and the notes due 2039 (the
"2039 notes") will mature on March 1, 2039. We may redeem some of the notes from either or both series
from time to time or all of the notes from either or both series at any time at the redemption prices set
forth in this prospectus supplement.

The notes will be our unsecured senior obligations and will rank equally with all of our other
unsecured senior indebtedness from time to time outstanding.

The notes will be fully and unconditionally guaranteed on a senior, unsecured basis by one of our
operating subsidiaries, Weatherford International, Inc. The guarantee by Weatherford International, Inc.
will rank equal in right of payment to all of Weatherford International, Inc.'s existing and future senior,
unsecured indebtedness. If we complete our proposed redomestication to Switzerland as described in this
prospectus supplement, the notes also will be fully and unconditionally guaranteed on a senior, unsecured
basis by our proposed new parent company, Weatherford International Ltd., incorporated in Switzerland.
The guarantee by the proposed Swiss parent would rank equal in right of payment to all of the proposed
Swiss parent's existing and future senior, unsecured indebtedness.

Investing in the notes involves risks. Please read "Risk Factors" on page S-5 of
this prospectus supplement and page 1 of the accompanying prospectus.

Underwriting

Price to Public(1)

Discount
Proceeds to Weatherford

Per

Per

Per

Note

Total
Note

Total
Note
Total

Notes

9.625% Senior Notes due 2019
99.495% $ 994,950,000 0.650% $ 6,500,000 98.845% $ 988,450,000
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9.875% Senior Notes due 2039
98.841% $ 247,102,500 0.875% $ 2,187,500 97.966% $ 244,915,000

(1) Plus accrued interest from January 8, 2009, if settlement occurs after that date.

Neither the Securities and Exchange Commission nor any state securities commission has approved
or disapproved of these securities or determined if this prospectus supplement or the accompanying
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The notes will be ready for delivery in book-entry form only through The Depository Trust Company
on or about January 8, 2009, including its participants, Euroclear and Clearstream Banking.

Joint Book-Running Managers

Banc of America Securities LLC

Barclays Capital

Deutsche Bank Securities

Goldman, Sachs & Co.

UBS Investment Bank
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TABLE OF CONTENTS

Prospectus Supplement
About This Prospectus Supplement
S-ii
Where You Can Find More Information
S-iii
Prospectus Supplement Summary
S-1
Risk Factors
S-5
Use of Proceeds
S-5
Capitalization
S-5
Description of Notes
S-6
Book-Entry, Delivery and Form
S-11
United States Federal Income Tax Considerations
S-14
Underwriting
S-17
Legal Matters
S-20
Experts
S-20

Prospectus
About This Prospectus

i
Where You Can Find More Information
ii
Forward-Looking Statements
iii
Weatherford International Ltd.

1
Weatherford International, Inc.

1
Weatherford International Ltd.

1
Risk Factors

1
Use of Proceeds

2
Ratio of Earnings to Fixed Charges

2
Description of Share Capital

2
Description of Warrants

4
Description of Debt Securities

5
Legal Matters
11
Experts
11

S-i
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Table of Contents

ABOUT THIS PROSPECTUS SUPPLEMENT

In this prospectus supplement, unless otherwise indicated, when we refer to "Weatherford Bermuda,"
we are generally referring to Weatherford International Ltd., a Bermuda exempted company. When we
refer to "Weatherford" or use words such as "we," "us" or "our," we are generally referring to
Weatherford Bermuda and its subsidiaries (including Weatherford International, Inc.) as a whole or on a
division basis, depending on the context in which the statements are made. When we refer to Weatherford
Delaware, we are referring to Weatherford International, Inc., a wholly owned, indirect subsidiary of
Weatherford Bermuda. When we refer to Weatherford Switzerland, we are referring to Weatherford
International Ltd., a Swiss joint-stock corporation and the proposed new parent of Weatherford Bermuda.

This prospectus supplement is part of a registration statement that we have filed with the Securities
and Exchange Commission, or SEC, using a "shelf" registration process. Under this shelf registration
process, we are offering to sell the notes using this prospectus supplement and the accompanying
prospectus. This prospectus supplement describes the specific terms of the note offering. The
accompanying prospectus gives more general information, some of which may not apply to this offering.
If the description of the offering varies between this prospectus supplement and the accompanying
prospectus, you should rely on the information in this prospectus supplement.

Consent under the Exchange Control Act of 1972 (and its related regulations) has been obtained from
the Bermuda Monetary Authority for the issue and transfer of our loan notes to and between non-residents
of Bermuda for exchange control purposes, provided our shares remain listed on an appointed stock
exchange, which includes the New York Stock Exchange. This prospectus supplement and the
accompanying prospectus will be filed with the Registrar of Companies in Bermuda in accordance with
Bermuda law. In granting such consent and in accepting this prospectus supplement and the
accompanying prospectus for filing, neither the Bermuda Monetary Authority nor the Registrar of
Companies in Bermuda accepts any responsibility for our financial soundness or the correctness of any of
the statements made or opinions expressed in such documents.

You should rely only on the information contained or incorporated by reference in this prospectus
supplement, the accompanying prospectus and any free writing prospectus that we authorize to be
delivered to you. We have not, and the underwriters have not, authorized any other person to provide you
with different information. If anyone provides you with different or inconsistent information, you should
not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in
this prospectus supplement, any free writing prospectus, the accompanying prospectus and the documents
incorporated by reference is accurate only as of their respective dates. Our business, financial condition,
results of operations and prospects may have changed since those dates.

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WHERE YOU CAN FIND MORE INFORMATION

We file reports and other information with the SEC. You may read our SEC filings at the SEC's
website at www.sec.gov. You may also read and copy documents at the public reference room maintained
by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference room.

The SEC allows us to "incorporate by reference" the information we file with them, which means that
we can disclose to you important information contained in other documents filed with the SEC by
referring you to those documents. The information incorporated by reference is an important part of this
prospectus supplement and the accompanying prospectus. Information we later file with the SEC will
automatically update and supersede this information. We incorporate by reference the following
documents and any future filings under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act
of 1934, or the Exchange Act, and any amendments thereto, made with the SEC after the date of this
prospectus supplement through the termination of the registration statement of which this prospectus
supplement is a part. Please read the following documents incorporated by reference in this prospectus
supplement and the accompanying prospectus:

· Our annual report on Form 10-K for the year ended December 31, 2007;

· Our proxy statement, filed with the SEC on April 28, 2008;

· Our current reports on Form 8-K (other than information furnished rather than filed), filed with the
SEC on February 8, 2008, March 6, 2008, March 18, 2008, March 25, 2008, April 21, 2008,
October 24, 2008, December 2, 2008, December 11, 2008 and December 31, 2008; and

· All documents we file under Section 13(a), 13(c), 14, or 15(d) of the Exchange Act between the
date of this prospectus supplement and the termination of the registration statement of which this
prospectus supplement is a part.

If the information in any of these incorporated documents conflicts with information in this
prospectus supplement, you should rely on the most recent information. If the information in an
incorporated document conflicts with information in another incorporated document, you should rely on
the most recent incorporated document.

You may request a copy of these filings at no cost, by writing or telephoning us at the following
address: Weatherford International Ltd., 515 Post Oak Boulevard, Houston, Texas 77027, Attention:
Investor Relations (telephone number: (713) 693-4000). If you have any other questions regarding us,
please contact our Investor Relations Department in writing at the above address or at the above telephone
number or visit www.weatherford.com. Information on our website is not incorporated by reference in,
and does not constitute a part of, this prospectus supplement or the accompanying prospectus.

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Table of Contents

PROSPECTUS SUPPLEMENT SUMMARY

This summary highlights information appearing in other sections of this prospectus supplement
or the accompanying prospectus. It may not contain all of the information that you should consider
before investing in our notes. You should read the entire prospectus supplement, the accompanying
prospectus and the documents incorporated by reference carefully, including the financial
statements and the footnotes to those financial statements contained in those documents.

Weatherford

Weatherford 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. We
operate in approximately 100 countries through approximately 800 service, sales and
manufacturing locations, which are located in nearly all of the oil and natural gas producing regions
in the world.

Our principal executive offices are located at 515 Post Oak Boulevard, Houston, Texas
77027-3415. Our telephone number at that location is (713) 693-4000.

Pending Redomestication

On December 11, 2008, we announced that our board of directors unanimously approved a
share exchange transaction that will change our place of incorporation from Bermuda to
Switzerland. If approved by our shareholders and the Supreme Court of Bermuda, we expect the
change of our place of incorporation to occur in February 2009.

We recently formed an entity in Zug, Switzerland, also named Weatherford International Ltd.,
which we call "Weatherford Switzerland." If the change of our place of incorporation is approved,
Weatherford Switzerland will become the parent of Weatherford Bermuda, and each common share
of Weatherford Bermuda will be exchanged for one share of Weatherford Switzerland. We refer to
the transactions that would effect this change as the "redomestication."

Following the redomestication, we expect that the shares of Weatherford Switzerland will be
listed on the New York Stock Exchange under the symbol "WFT." We will remain subject to the
U.S. Securities and Exchange Commission reporting requirements, the mandates of the Sarbanes-
Oxley Act of 2002 and the applicable corporate governance rules of the New York Stock Exchange,
and will continue to report our consolidated financial results in U.S. dollars and under
U.S. generally accepted accounting principles.

If the redomestication becomes effective, Weatherford Switzerland will fully and
unconditionally guarantee all publicly traded debt of Weatherford Bermuda and Weatherford
Delaware, including the notes offered by this prospectus supplement. Please read "Description of
the Notes -- The Guarantees."
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Table of Contents
The Offering

Issuer
Weatherford International Ltd. ("Weatherford Bermuda")

Guarantor
Weatherford International, Inc. ("Weatherford Delaware") will
fully and unconditionally guarantee the notes. Assuming the
redomestication becomes effective, Weatherford Switzerland
will also fully and unconditionally guarantee the notes. Please
read "Description of Notes -- The Guarantee."

Redomestication
Proposed transaction in which Weatherford Switzerland would
become the parent of Weatherford Bermuda, and each common
share of Weatherford Bermuda would be exchanged for one
share of Weatherford Switzerland.

Notes Offered
$1,000,000,000 aggregate principal amount of 9.625% Senior
Notes due 2019.

$250,000,000 aggregate principal amount of 9.875% Senior
Notes due 2039.

Maturity Dates
March 1, 2019 or 2039, as applicable.

Interest Rate
The notes will bear interest at the following rates per year from
January 8, 2009 to, but excluding, March 1, 2019 or 2039, as
applicable:

2019 Notes 9.625%
2039 Notes 9.875%

Interest Payment Dates
March 1 and September 1 of each year, beginning March 1,
2009. Interest payments will be made to the person in whose
name the notes are registered on February 15 and August 15
immediately preceding the applicable interest payment date.

Covenants
Weatherford Bermuda will issue the notes under an indenture
entered into with Deutsche Bank Trust Company Americas, as
trustee, dated October 1, 2003, as amended. The indenture, as
amended, contains limitations on, among other things,
Weatherford Bermuda's ability to:

· incur indebtedness secured by certain liens; and

· engage in certain sale-leaseback transactions.

The notes will contain certain events of default, including
cross-default provisions on certain other indebtedness.

Optional Redemption
Weatherford Bermuda may redeem the notes at its option, in
whole or in part, at any time, at the redemption price described
in "Description of Notes -- Optional Redemption."

Ranking
The notes will be Weatherford Bermuda's senior, unsecured
obligations ranking equally in right of payment with its other
senior, unsecured indebtedness. Please read "Description of
Notes -- General." The guarantee by Weatherford Delaware
will be a senior, unsecured obligation of Weatherford
Delaware, ranking equally in right of payment with its other
senior, unsecured indebtedness. If we complete the
redomestication, the guarantee by Weatherford Switzerland will
be a senior, unsecured obligation of Weatherford Switzerland,
ranking equally in right of payment with its other senior,
unsecured indebtedness. Please read "Description of Notes --
General" and "-- The Guarantee."

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Change of Control
Upon a change of control repurchase event, we will be required
to make an offer to repurchase all outstanding notes of each
series at a price in cash equal to 101% of the aggregate
principal amount of the notes repurchased, plus any accrued
and unpaid interest to, but not including, the repurchase date.
The redomestication will not constitute a change of control
repurchase event. See "Description of the Notes -- Change of
Control Repurchase Event."

S-2
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