U.S. Securities and Exchange Commission v. Weatherford International Ltd.
Filing
9
FINAL JUDGMENT. Case terminated on 12/19/2013.(Signed by Judge Gray H. Miller) Parties notified.(glyons, 4)
UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
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SECURITIES AND EXCHANGE COMMISSION,
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Plaintiff,
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WEATHERFORD INTERNATIONAL LTD.
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Defendant.
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FINAL JUDGMENT AS TO DEFENDANT WEATHERFORD INTERNATIONAL LTD.
The Securities and Exchange Commission having filed a Complaint and Defendant
Weatherford International Ltd. having entered a general appearance; consented to the Court's
jurisdiction over Defendant and the subject matter of this action; consented to entry of this Final
Judgment; waived fmdings of fact and conclusions of law; and waived any right to appeal from
this Final Judgment:
I.
IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendant and
Defendant's officers, agents, servants, employees, attorneys, and all persons in active concert or
participation with them who receive actual notice of this Final Judgment by personal service or
otherwise are permanently restrained and enjoined from violating, directly or indirectly, Section
30A of the Securities Exchange Act of 1934 (the "Exchange Act") [15 U.S.C. § 78dd-1] by use
of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of
Exhibit B
any offer, payment, promise to pay, or authorization of the payment of any money, or offer, gift,
promise to give, or authorization of the giving of anything of value to(1)
any foreign official for purposes of(A) (i) influencing any act or decision of such foreign official in his official
capacity, (ii) inducing such foreign official to do or omit to do any act in violation
of the lawful duty of such official, or (iii) securing any improper advantage; or
(B) inducing such foreign official to use his influence with a foreign government
or instrumentality thereof to affect or influence any act or decision of such
government or instrumentality, in order to assist Defendant in obtaining or
retaining business for or with, or directing business to, any person;
(2)
any foreign political party or official thereof or any candidate for foreign political
office for purposes of(A) (i) influencing any act or decision of such party, official, or candidate in its or
his official capacity, (ii) inducing such party, official, or candidate to do or omit to
do an act in violation of the lawful duty of such party, official, or candidate, or
(iii) securing any improper advantage; or
(B) inducing such party, official, or candidate to use its or his influence with a
foreign government or instrumentality thereof to affect or influence any act or
decision of such government or instrumentality, in order to assist Defendant in
obtaining or retaining business for or with, or directing business to, any person; or
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Exhibit B
(3)
any person, while knowing that all or a portion of such money or thing of value
will be offered, given, or promised, directly or indirectly, to any foreign official, to
any foreign political party or official thereof, or to any candidate for foreign
political office for purposes of(A)(i) influencing any act or decision of such foreign official, political party, party
official, or candidate in his or its official capacity, (ii) inducing such foreign
official, political party, party official, or candidate to do or omit to do any act in
violation of the lawful duty of such foreign official, political party, party official,
or candidate, or (iii) securing any improper advantage;
(B) inducing such foreign official, political party, party official, or candidate to
use his or its influence with a foreign government or instrumentality thereof to
affect or influence any act or decision of such government or instrumentality, in
order to assist Defendant in obtaining or retaining business for or with, or
directing business to, any person.
II
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
and Defendant's officers, agents, servants, employees, attorneys, and all persons in active concert
or participation with them who receive actual notice of this Final Judgment by personal service
or otherwise are permanently restrained and enjoined from violating, directly or indirectly,
Section 13(b)(2)(A) of the Securities Exchange Act of 1934 (the "Exchange Act"), 15 U.S.C. §
78m(b)(2)(A), by failing to make and keep books, records, and accounts, which, in reasonable
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Exhibit B
detail, accurately and fairly reflect the transactions and dispositions of the assets of the
Defendant.
III
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
and Defendant's officers, agents, servants, employees, attorneys, and all persons in active concert
or participation with them who receive actual notice of this Final Judgment by personal service
or otherwise are permanently restrained and enjoined from violating, directly or indirectly,
Section 13(b)(2)(B) of the Exchange Act, 15 U.S.c. § 78m(b)(2)(B), by failing to devise and
maintain a system of internal accounting controls sufficient to provide reasonable assurances
that: (i) transactions are executed in accordance with management's general or specific
authorization; (ii) transactions are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles or any other criteria
applicable to such statements, and to maintain accountability for assets; (iii) access to assets is
permitted only in accordance with management's general or specific authorization; and (iv) the
recorded accountability for assets is compared with the existing assets at reasonable intervals and
appropriate action is taken with respect to any differences.
IV.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is liable for disgorgement of $90,984,844 representing profits gained as a result of the conduct
alleged in the Complaint, together with prejUdgment interest thereon in the amount of
$4,399,423.34 for a total of $95,384,267.34 ("disgorgement obligation"). A portion of the
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Exhibit B
Defendant's disgorgement obligation in the amount of $31,646,907 shall be deemed satisfied by
Defendant's entry into a written Deferred Prosecution Agreement ("DPA") with the U.S.
Attorney's Office for the Southern District of Texas, wherein Defendant agrees to make a
payment in an amount greater than or equal to $31,646,907 within one year of the entry of the
Final Judgment. In the event that Defendant's DP A requires a payment less than $31,646,907,
the Defendant acknowledges that its disgorgement obligation will be credited up to the amount of
the payment required by the DP A, with the remaining balance due and payable to the SEC within
14 days of payment pursuant to the DP A in the parallel criminal proceeding. Defendant is also
liable for a civil penalty in the amount of$I,875,000 pursuant to Section 21(d)(3) of the
Exchange Act [15 U.S.c. § 78u(d)(3)]. Defendant shall satisfy this obligation by paying
$1,875,000 within 14 days after entry of this Final Judgment.
Defendant may transmit payment electronically to the Commission, which will provide
detailed ACH transferlFedwire instructions upon request. Payment may also be made directly
from a bank account via Pay.gov through the SEC website at
http://www.sec.gov/about/offices/ofm.htm. Defendant may also pay by certified check, bank
cashier's check, or United States postal money order payable to the Securities and Exchange
Commission, which shall be delivered or mailed to
Enterprise Services Center
Accounts Receivable Branch
6500 South MacArthur Boulevard
Oklahoma City, OK 73169
and shall be accompanied by a letter identifying the case title, civil action number, and name of
this Court; Weatherford International Ltd. as a defendant in this action; and specifying that
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Exhibit B
payment is made pursuant to this Final Judgment.
Defendant shall simultaneously transmit photocopies of evidence of payment and case
identifying information to the Commission's counsel in this action. By making this payment,
Defendant relinquishes all legal and equitable right, title, and interest in such funds and no part of
the funds shall be returned to Defendant. The Commission shall send the funds paid pursuant to
this Final Judgment to the United States Treasury.
The Commission may enforce the Court's judgment for disgorgement and prejudgment
interest by moving for civil contempt (and/or through other collection procedures authorized by
law) at any time after 14 days following entry of this Final Judgment. Defendant shall pay post
judgment interest on any delinquent amounts pursuant to 28 U.S.c. § 1961.
v.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that the Consent is
incorporated herein with the same force and effect as if fully set forth herein, and that Defendant
shall comply with all of the undertakings and agreements set forth therein, including, but not
limited to, the undertakings to retain an independent corporate compliance monitor and provide
corporate compliance reporting pursuant to paragraphs 4 through 36 of the Consent, and to
certify, in writing, compliance with the undertakings set forth above. The certification shall
identify the undertaking(s), provide written evidence of compliance in the form of a narrative,
and be supported by exhibits sufficient to demonstrate compliance. The Commission staff may
make reasonable requests for further evidence of compliance, and Defendant agrees to provide
such evidence. Defendant shall submit the certification and supporting material to Assistant
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Exhibit B
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Director Tracy Price, with a copy to the Office of Chief Counsel of the Enforcement Division, no
later than sixty (60) days from the date of the completion of the undertakings.
VI.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that this Court shall retain
jurisdiction of this matter for the purposes of enforcing the terms of this Final Judgment.
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Exhibit B
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