HOUSTON, April 5, 2016—Cameron International Corporation (“Cameron” or the “Company”) announced today that it has completed the previously announced consent solicitation relating to the Company’s securities listed in the table below (collectively, the “Notes”). In connection with the consent solicitation, the Company has entered into supplemental indentures with respect to the indentures governing the Notes to reflect the proposed amendments described in the Consent Solicitation Statement dated February 12, 2016 (the “Statement”).
|Series of Notes||Aggregate Principal Amount Outstanding|
|1.150% Senior Notes due 2016||$250 million|
|1.400% Senior Notes due 2017||$250 million|
|6.375% Senior Notes due 2018||$450 million|
|4.500% Senior Notes due 2021||$250 million|
|3.600% Senior Notes due 2022||$250 million|
|4.000% Senior Notes due 2023||$250 million|
|3.700% Senior Notes due 2024||$250 million|
|7.000% Senior Notes due 2038||$300 million|
|5.950% Senior Notes due 2041||$250 million|
|5.125% Senior Notes due 2043||$250 million|
The consent solicitation expired at 5:00 p.m., New York City time, on February 24, 2016 (the “Expiration Date”), and revocation rights have been terminated. As of the Expiration Date, the Company had received the consent of holders of at least a majority in aggregate principal amount outstanding of each series of Notes. Subject to the terms and conditions set forth in the Statement, the Company will pay eligible holders who validly delivered and did not revoke consents on or prior to the Expiration Date a cash payment equal to $2.50 per $1,000 aggregate principal amount of Notes for which such holders validly delivered and did not revoke consents (the “Consent Fee”). The Company expects to deliver the Consent Fee to such holders on April 5, 2016.
The supplemental indentures executed in connection with the completion of the consent solicitation bind all holders of the Notes, including those that did not give their consent, but holders who did not deliver consents prior to the Expiration Date (or delivered consents but properly revoked them) will not receive the Consent Fee.
Questions regarding the consent solicitation may be directed to Deutsche Bank Securities Inc., Attention: Liability Management Group at (866) 627-0391 (toll free) or (212) 250-2955 (collect), J.P. Morgan Securities LLC at (866) 834-4666 (toll free) or (212) 834-2494 (collect) or Morgan Stanley & Co. LLC, Attention: Liability Management Group at (800) 624-1808 (toll free) or (212) 761-1057 (collect), or the information, tabulation and paying agent, D.F. King & Co., Inc. at (866) 796-7179 (toll free) or (212) 269-5550 (banks and brokers) (collect).
This announcement is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of consents with respect to any securities. The consent solicitations were made solely by the consent solicitation statement and were subject to the terms and conditions stated therein.
Cameron International Corporation is a leading provider of flow equipment products, systems and services to worldwide oil and gas industries. On April 1, 2016, a wholly-owned subsidiary of Schlumberger Holdings Corporation (“SHC”) merged with and into Cameron, with Cameron continuing as the surviving entity and SHC acquiring all of the stock of Cameron (the “Merger”). Upon completion of the Merger, Cameron ceased to be a publicly held corporation and became a wholly-owned subsidiary of SHC. For more information, please visit www.c-a-m.com.
SHC is an indirect, wholly-owned U.S. subsidiary of Schlumberger Limited (Schlumberger N.V.) (NYSE: SLB) incorporated in 2010, and its predecessor companies have operated in the United States since 1928. Through its subsidiaries, SHC conducts the Schlumberger Group’s activities in the United States.
Schlumberger Limited is the world’s leading supplier of technology, integrated project management and information solutions to customers working in the oil and gas industry worldwide. Employing more than 95,000 people representing over 140 nationalities and working in more than 85 countries, Schlumberger Limited provides the industry’s widest range of products and services from exploration through production. Schlumberger Limited has principal offices in Paris, Houston, London and The Hague, and reported revenues of $35.47 billion in 2015. For more information, visit www.slb.com.
This communication contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The expected timing for payment of the Consent Fee includes forward-looking statements. Schlumberger Limited cannot give any assurance that such expectations will prove correct. These statements are subject to, among other things, the risk factors that are discussed in Schlumberger Limited’s most recent Annual Report on Form 10-K, as well as Schlumberger Limited’s other filings with the Securities and Exchange Commission (“SEC”) available at the SEC’s Internet site (http://www.sec.gov). Actual results may differ materially from those expected, estimated or projected. Forward-looking statements speak only as of the date they are made, and and Schlumberger Limited undertakes any obligation to publicly update or revise any of them in light of new information, future events or otherwise.
For further information, contact:Simon Farrant – Schlumberger Limited, Vice President of Investor Relations