Frequently Asked Questions
- Why was the Notice issued?
- What is the lawsuit about?
- Why is this a class action?
- Why is there a settlement?
- How do I know if I am part of the Settlement?
- Are there exceptions to being included?
- I am still not sure if I am included.
- What does the Settlement provide?
- How much will my payment be?
- What am I giving up as part of the Settlement?
- How can I get a payment?
- When will I get my payment?
- If I exclude myself, can I get money from the Settlement?
- If I do not exclude myself, can I sue later?
- How do I get out of the Settlement?
- Do I have a lawyer in this case?
- How will the lawyers be paid?
- How do I tell the Court if I do not like the Settlement?
- What’s the difference between objecting and excluding?
- When and where will the Court decide whether to approve the Settlement?
- Do I have to come to the fairness hearing?
- May I speak at the fairness hearing?
- What happens if I do nothing at all?
- How do I get more information?
- What if I bought Weatherford common stock for a beneficial owner?
A U.S. Court authorized the Notice to inform you about a settlement reached with the Defendants in this class action lawsuit. The Notice explains the lawsuit, the Settlement and your legal rights and options in connection with the Settlement before the Court decides whether to give “final approval” to the Settlement. The Honorable Lewis A. Kaplan of the United States District Court for the Southern District of New York is presiding over the case known as In re Weatherford International Securities Litigation, No. 11 Civ. 1646 (LAK) (JCF). The persons or entities that are suing are called plaintiffs, and those who are being sued are called defendants. In this case, the plaintiffs are (i) the Court-appointed Lead Plaintiff American Federation of Musicians and Employers’ Pension Fund and (ii) named plaintiff Georgia Firefighters’ Pension Fund (“Plaintiffs” or “Settlement Class Representatives”). The proposed Settlement discussed in the Notice will resolve all claims against Defendants and certain other released parties.
Receipt of the Notice does not necessarily mean that you are a Settlement Class Member or that you will be entitled to receive proceeds from the Settlement. If you wish to be eligible to participate in the distribution of the proceeds from the Settlement, you will be required to submit the Claim Form that is included with the Notice, as described in Question 9 below.
Beginning on March 9, 2011, a class action was filed in this Court, alleging violations of the federal securities laws and captioned as follows: Dobina v. Weatherford International Ltd., et al. (the “Original Complaint”). By Order dated June 27, 2011, the Court consolidated the foregoing action and any related cases under the caption In re Weatherford Int’l Sec. Litig., Case No. 11 Civ. 1646 (LAK) (JCF). By the same Order, the Court appointed AFME as Lead Plaintiff and the law firm of Kessler Topaz Meltzer & Check, LLP (“Kessler Topaz”) as Lead Counsel.
On August 26, 2011, Lead Plaintiff filed the operative complaint in the Action, the Amended Class Action Complaint (the “Amended Complaint”), asserting claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 against the Defendants. The Amended Complaint alleges, among other things, that during the relevant time period, Defendants misled investors about the effectiveness of Weatherford’s internal controls over accounting and financial reporting for income taxes. On March 1, 2011, Weatherford announced that it would restate its publicly-reported financial results for 2007, 2008 and 2009, and the first three quarters of 2010, and that the Company’s financial results for those periods should no longer be relied on. Weatherford also announced that it had determined that it had identified a material weakness in its internal controls over financial reporting for income taxes.
On September 30, 2011, Defendants moved to dismiss the Amended Complaint. Following full briefing and oral argument on Defendants’ motions, the Court, on November 7, 2012, granted in part and denied in part Defendants’ motions to dismiss the Amended Complaint.
On April 1, 2013, Plaintiffs filed a motion to certify this Action as a class action, for certification of Plaintiffs as class representatives and for appointment of Kessler Topaz as class counsel. At the time the Settlement was reached, the Court had yet to rule upon the class certification motion.
On August 26, 2013, Plaintiffs filed a Motion to Amend and attached a Proposed Amended Complaint, and on September 26, 2013, Plaintiffs sent the Court a revised Proposed Amended Complaint (the Proposed Amended Complaints, together with the Original Complaint and Amended Complaint, are the “Complaints”).
During the course of the Action, the Settling Parties have conducted extensive discovery, including Plaintiffs’ review of over 2.3 million pages of documents produced by Defendants and third parties and participation in 14 depositions. In addition, the Settling Parties, through their counsel, had several in-person and telephonic settlement discussions, mediations and arm’s-length negotiations with the assistance of an experienced mediator, before reaching an agreement-in-principle to settle the Action.
3. Why is this a class action?
In a class action lawsuit, one or more persons or entities known as class representatives – in this case, for purposes of Settlement, Plaintiffs AFME and Georgia Firefighters – assert legal claims on behalf of all persons and entities with similar legal claims. Here, the Lead Plaintiff sued on behalf of others who have similar claims. All of these people together are referred to as the “Settlement Class” or as “Settlement Class Members.” One Court resolves the issues for all Settlement Class Members, except for any persons or entities who choose to exclude themselves from the Settlement Class (see Question 15 below), if the Court determines that a class action is an appropriate method to do so.
Defendants have agreed to settle the Action. The Court did not decide in favor of the Plaintiffs or Defendants. The Settling Parties disagree on both liability and the amount of damages that could be won if Plaintiffs had prevailed at trial. Specifically, the Settling Parties disagree, among other things, on (1) whether the statements made or facts allegedly omitted were material, false or misleading, (2) whether Defendants are otherwise liable under the securities laws for those statements or omissions, (3) the average amount of damages per share of Weatherford common stock, if any, that would be recoverable if Plaintiffs were to prevail, and (4) whether the alleged misleading statements caused any part of Plaintiffs’ losses. Based upon their investigation, formal discovery and extensive mediation efforts, and after considering (a) the attendant risks of litigation and (b) the desirability of permitting the Settlement to be consummated as provided by the terms of the Stipulation, Plaintiffs and their lawyers, Lead Counsel, believe that the Settlement is in the best interests of the Settlement Class Members.
Defendants have denied the claims asserted against them in the Action and deny having engaged in any wrongdoing or violation of law of any kind whatsoever. Defendants have agreed to the Settlement solely to eliminate the burden and expense of continued litigation. Accordingly, the Settlement may not be construed as an admission of Defendants’ wrongdoing.
5. How do I know if I am part of the Settlement?
Judge Kaplan has determined that everyone who fits the following description is a Settlement Class Member, unless you are excluded from the Settlement Class as described in Question 15 below: All Persons who purchased or otherwise acquired Weatherford common stock between April 25, 2007 and March 1, 2011, inclusive, and who were allegedly damaged thereby.
6. Are there exceptions to being included?
Yes. Excluded from the Settlement Class are Defendants and Weatherford’s officers, affiliates, and directors, members of their immediate families and their legal representatives, heirs, successors or assigns and any entity in which a Defendant has a controlling interest. Also excluded from the Settlement Class are any persons or entities who exclude themselves from the Settlement Class by filing a timely request for exclusion in accordance with the requirements set forth in the Notice.
7. I am still not sure if I am included.
If you are not sure whether you are a Settlement Class Member, you may visit www.WeatherfordSecuritiesLitigationSettlement.com or you can contact the Claims Administrator for the Settlement, The Garden City Group, Inc. (“GCG”) by writing to In re Weatherford International Securities Litigation, c/o GCG, P.O. Box 10038, Dublin, OH 43017-6638 or by calling (877) 900-6750. You may also want to contact your broker to see if you purchased and/or otherwise acquired the Weatherford common stock eligible to participate in the Settlement.
8. What does the Settlement provide?
A Settlement Fund for $52,500,000 has been established. If the Settlement is approved, the Settlement Fund, less Court-awarded attorneys’ fees and Litigation Expenses, the costs of administering the Settlement and taxes, if any (the “Net Settlement Fund”), will be distributed to eligible Settlement Class Members.
9. How much will my payment be?
The proposed Plan of Allocation provides for distribution of the Net Settlement Fund to Authorized Claimants. Each person claiming to be a claimant entitled to share in the Net Settlement Fund (“Authorized Claimant”) shall be required to submit a separate Claim Form signed under penalty of perjury and supported by such documents as specified in the Claim Form as are reasonably available to the Authorized Claimant.
All Claim Forms must have been postmarked no later than August 19, 2014 (for certain Settlement Class Members the deadline was extended to October 6, 2014) addressed as follows:
In re Weatherford International Securities Litigation
c/o GCG
P.O. Box 10038
Dublin, OH 43017-6638
Unless otherwise ordered by the Court, any Settlement Class Member who fails to submit a properly completed and signed Claim Form within such period as may be ordered by the Court shall be forever barred from receiving any payments pursuant to the Settlement, but will in all other respects be subject to the provisions of the Stipulation entered into by the Settling Parties, including the releases set forth therein, and the final judgment entered by the Court.
The Plan of Allocation is a matter separate and apart from the proposed Settlement, and any decision by the Court concerning the Plan of Allocation shall not affect the validity or finality of the Settlement. The Court may approve the Plan of Allocation with or without modifications agreed to among the Settling Parties, or another plan of allocation, without further notice to Settlement Class Members.
The proposed Plan of Allocation, which is subject to Court approval, is attached as Appendix A to the Notice. Please review the Plan of Allocation carefully.
10. What am I giving up as part of the Settlement?
If the Settlement is approved by the Court and becomes final, you will be releasing the Defendants and certain of their related parties (i.e., the “Released Parties” as set forth in paragraph 1(cc) of the Stipulation) for all of the Settled Claims defined in paragraph 1(ee) of the Stipulation. The “Settled Claims” are those claims brought in the case or that could have been brought in the case and relate to the purchase and/or acquisition of Weatherford common stock during the Settlement Class Period, as fully defined in the Stipulation. The Stipulation is available at www.WeatherfordSecuritiesLitigationSettlement.com. The Stipulation describes the Settled Claims with specific description, so please read it carefully.
If you are a Settlement Class Member you will need to submit a Claim Form and the necessary supporting documentation to establish your potential eligibility to share in the Net Settlement Fund. A Claim Form is included with this Notice, or you may go to the website maintained by the Claims Administrator, www.WeatherfordSecuritiesLitigationSettlement.com, to request that a Claim Form be mailed to you. Submitting a Claim Form does not necessarily guarantee that you will receive a payment. Please refer to the Plan of Allocation attached as Appendix A to the Notice for further information on how Plaintiffs propose the Settlement Fund will be allocated.
Please retain all records of your ownership of and transactions in Weatherford common stock, as they may be needed to document your claim.
12. When will I get my payment?
If the Settlement is approved, it will take time for the Claims Administrator to review all of the Claim Forms that are submitted and to decide pursuant to the Plan of Allocation how much each claimant should receive. This could take many months. Please check the website for updates.
13. If I exclude myself, can I get money from the Settlement?
No. If you exclude yourself from the Settlement Class, you will not be eligible to receive a payment from this Settlement, and you cannot object to this Settlement. You will not be bound by anything that happens in this lawsuit, and you may be able to sue Defendants on your own in the future.
14. If I do not exclude myself, can I sue later?
No. Unless you exclude yourself, you give up any right you may potentially have to sue Defendants or any of the other released parties for the claims being released by this Settlement. If you have a pending lawsuit relating to the claims being released in the Action, you should speak to your lawyer in that case immediately.
Should you elect to exclude yourself from the Settlement Class, you should understand that Defendants will have the right to assert any and all defenses they may have to any claims that you may seek to assert, including without limitation the defense that any such claims are untimely under applicable statutes of limitations and statutes of repose. Although Defendants have decided to settle the Action in its entirety in order to eliminate the burden and expense of continued litigation, Defendants will retain and are not waiving in any way the right to assert that any subsequent claims asserted by any individual Settlement Class Members who exclude themselves from this Settlement are time-barred, are otherwise subject to dismissal, or otherwise lack merit.
15. How do I get out of the Settlement?
To exclude yourself from the Settlement Class, you must send a letter by mail saying that you want to be excluded from the Settlement Class in the In re Weatherford International Securities Litigation, No. 11 Civ. 1646 (LAK) (JCF). Be sure to include your name, address, and telephone number. Your request for exclusion must also provide information containing your transactions in Weatherford common stock, including (i) the number of shares of Weatherford common stock purchased or otherwise acquired during the Settlement Class Period, and if any such shares were sold, how many shares were sold; (ii) the prices or other consideration paid or received for such shares; and (iii) the date of each purchase, acquisition or sale transaction. The request must include a statement that the Person wishes to be excluded from the Settlement Class, and be signed by the Person requesting exclusion. You must have mailed your exclusion request so that it was received no later than June 8, 2014 (for certain Settlement Class Members the deadline was extended to July 28, 2014) to:
In re Weatherford International Securities Litigation
c/o GCG
P.O. Box 10038
Dublin, OH 43017-6638
- Please keep a copy of everything you send by mail, in case it is lost or destroyed during mailing.
- You cannot exclude yourself over the phone or by e-mail.
Pursuant to the terms of a separate supplemental agreement between the Settling Parties, Defendants shall have the option to terminate the Settlement in the event that members of the Settlement Class, who purchased and/or acquired a certain amount of Weatherford common stock and would otherwise be entitled to participate in the Settlement Class, timely and validly request exclusion in accordance with the requirements set forth in the Notice.
16. Do I have a lawyer in this case?
The Court has appointed the law firm of Kessler Topaz Meltzer & Check, LLP to represent you and the other Settlement Class Members. These lawyers are referred to as Lead Counsel. You may contact Lead Counsel as follows: Eli R. Greenstein, Esq., Kessler Topaz Meltzer & Check, LLP, One Sansome Street, Suite 1850, San Francisco, CA 94104, (415) 400-3000, www.ktmc.com. You will not be separately charged for these lawyers beyond your pro rata share of any attorneys’ fees and Litigation Expenses awarded by the Court that will be paid from the Settlement Fund. If you want to be represented by your own lawyer, you may hire one at your own expense.
17. How will the lawyers be paid?
Plaintiffs’ Counsel have litigated the claims asserted in this case on an entirely contingent basis and have conducted this litigation and advanced the expenses of litigation with the expectation that if they were successful in recovering money for the Settlement Class, they would receive fees and be reimbursed for their expenses from the Settlement Fund, as is customary in this type of litigation. On behalf of Plaintiffs’ Counsel, court-appointed Lead Counsel will apply to the Court for attorneys’ fees not to exceed $12.6 million, an amount which approximates Plaintiffs’ Counsel’s aggregate lodestar, a figure calculated by multiplying the hours expended to date on the Action by Plaintiffs’ Counsel for each attorney and professional by their hourly rates. Lead Counsel is also seeking reimbursement of Litigation Expenses in an amount not to exceed $1.5 million, plus interest earned on both the fees and expenses at the same rate earned on the Settlement Fund, all to be paid from the Settlement Fund. The maximum amount of Litigation Expenses set forth above includes an estimate for reimbursement from the Settlement Fund for costs and expenses (including lost wages) incurred by the proposed Settlement Class Representatives in connection with their representation of the Settlement Class in accordance with 15 U.S.C. § 78u-4(a)(4), in an amount not to exceed $25,000 in the aggregate. The Court may award less than the requested amounts. Any payments to the attorneys for fees or expenses, now or in the future, will first be approved by the Court.
18. How do I tell the Court if I do not like the Settlement?
If you are a Settlement Class Member who has not sought to exclude yourself from the Settlement Class, you can object to the Settlement if you do not like any part of it. To object, you must send a letter saying that you object to the Settlement in the In re Weatherford International Securities Litigation, No. 11 Civ. 1646 (LAK) (JCF) and the reasons why you object to the Settlement. Be sure to include your full name, address and telephone number. An objector must also include the following information: (i) a list and documentation of all of his, her or its transactions involving Weatherford common stock during the Settlement Class Period, including brokerage confirmation receipts or other competent documentary evidence of such transactions, including the amount and date of each purchase, acquisition or sale and the price paid and/or received; (ii) a written statement of all grounds for the objection accompanied by any legal support for the objection; (iii) copies of any papers, briefs or other documents upon which the objection is based; (iv) a list of any persons who will be called to testify in support of the objection; (v) a statement of whether the objector intends to appear at the Settlement Hearing; (vi) a list of other cases in which the objector or the objector’s counsel have appeared either as settlement objectors or as counsel for objectors in the preceding five years; and (vii) the objector’s signature, even if represented by counsel. If you intend to appear at the Settlement Hearing through counsel, the objection must also state the identity of all attorneys who will appear on your behalf at the Settlement Hearing. Any Settlement Class Member who does not make his, her or its objection in the manner provided for in the Notice shall be deemed to have waived such objection and shall forever be foreclosed from making any objection to the fairness or adequacy of the Settlement as reflected in the Stipulation, to the Plan of Allocation or to the application by Lead Counsel for an award of attorneys’ fees and reimbursement of Litigation Expenses. If you are not a member of the Settlement Class, you cannot object to the Settlement as it does not affect you.
Any objection to the Settlement must have been received by each of the following by June 13, 2014 (for certain Settlement Class Members the deadline was extended to July 28, 2014):
| Clerk of the Court | Lead Counsel | Defendants’ Counsel |
|
UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK Clerk of the Court 500 Pearl Street New York, NY 10007 |
KESSLER TOPAZ MELTZER & CHECK, LLP Eli R. Greenstein, Esq. One Sansome Street Suite 1850 San Francisco, CA 94104 |
LATHAM & WATKINS LLP Peter A. Wald, Esq. 505 Montgomery Street Suite 2000 San Francisco, CA 94111 |
19. What’s the difference between objecting and excluding?
Objecting is simply telling the Court that you do not like something about the Settlement, the Plan of Allocation, and/or the application for attorneys’ fees and Litigation Expenses. You can object only if you stay in the Settlement Class. Excluding yourself is telling the Court that you do not want to be part of the Settlement. If you exclude yourself, you have no basis to object because the case no longer affects you.
20. When and where will the Court decide whether to approve the Settlement?
The Court will hold a fairness hearing at 4:30 p.m., on September 15, 2014, before the Honorable Lewis A. Kaplan at the United States District Court for the Southern District of New York, Daniel Patrick Moynihan United States Courthouse, 500 Pearl St, New York, NY 10007, Courtroom 21B. At this hearing, the Court will consider whether the Settlement and the Plan of Allocation are fair, reasonable, and adequate. If there are objections, the Court will consider them. Judge Kaplan may also consider Lead Counsel’s application for attorneys’ fees and Litigation Expenses at this time, including any requests by the proposed Settlement Class Representatives for reimbursement of their costs and expense (including lost wages). The fairness hearing may occur on a different date without additional notice, so it is a good idea to check www.WeatherfordSecuritiesLitigationSettlement.com for updated information.
21. Do I have to come to the fairness hearing?
No. Lead Counsel will answer any questions Judge Kaplan may have. But, you are welcome to attend the hearing at your own expense. If you send an objection, you do not have to come to Court to talk about it. As long as your written objection was received on time, the Court will consider it. You may also pay your own lawyer to attend, but it is not required.
22. May I speak at the fairness hearing?
You may ask the Court for permission to speak at the fairness hearing. To do so, you must send a letter stating that it is your “Notice of Intention to Appear in the In re Weatherford International Securities Litigation, No. 11 Civ. 1646 (LAK) (JCF).” Be sure to include your name, address, telephone number, your signature, and also identify your transactions in Weatherford common stock, including the date(s), price(s) and amount(s) of all purchases, acquisitions, and sales of the eligible Weatherford common stock during the Settlement Class Period. Your notice of intention to appear must have been received no later than June 13, 2014, (for certain Settlement Class Members the deadline was extended to July 28, 2014), and must be sent to the Clerk of the Court, Lead Counsel, and Defendants’ Counsel, at the addresses listed in Question 18 above. Absent Court approval, you cannot speak at the hearing if you exclude yourself from the Settlement Class.
23. What happens if I do nothing at all?
If you do nothing, you will receive no money from this Settlement. But, unless you exclude yourself, subject to the caveats set forth above in response to Question 14, you will not be potentially able to start a lawsuit, continue with a lawsuit, or be part of any other lawsuit against Defendants or other released parties about the same claims being released in this Settlement.
24. How do I get more information?
The Notice summarizes the Settlement. More details are contained in the Stipulation. You can get a copy of the Stipulation and more information about the Settlement by visiting www.WeatherfordSecuritiesLitigationSettlement.com. You may also write to the Claims Administrator at, In re Weatherford International Securities Litigation, c/o GCG, P.O. Box 10038, Dublin, OH 43017-6638.
25. What if I bought Weatherford common stock for a beneficial owner?
If you bought Weatherford common stock during the Settlement Class Period as a nominee for a beneficial owner, the Court has directed that, within fourteen (14) calendar days after you receive the Notice, you must either:
(i) provide the names and addresses of such persons and entities to the Claims Administrator, GCG, and GCG will send a copy of the Notice and Claim Form to the beneficial owners; or
(ii) send a copy of the Notice and Claim Form by first class mail to the beneficial owners of such Weatherford common stock. You can request additional copies of these documents by contacting the Claims Administrator or by going to www.WeatherfordSecuritiesLitigationSettlement.com.
If you verify and provide details about your assistance with either of these options, you may be reimbursed from the Settlement Fund for the actual expenses you incur to send the Notice and Claim Form, including postage and/or the reasonable costs of determining the names and addresses of beneficial owners. Please send any requests for reimbursement, along with appropriate supporting documentation, to: In re Weatherford International Securities Litigation, c/o GCG, P.O. Box 10038, Dublin, OH 43017-6638, or visit www.WeatherfordSecuritiesLitigationSettlement.com.