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”).
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Series of Notes
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Aggregate Principal Amount Outstanding
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1.150% Senior Notes due 2016
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$250 million
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1.400% Senior Notes due 2017
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$250 million
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6.375% Senior Notes due 2018
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$450 million
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4.500% Senior Notes due 2021
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$250 million
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3.600% Senior Notes due 2022
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$250 million
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4.000% Senior Notes due 2023
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$250 million
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3.700% Senior Notes due 2024
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$250 million
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7.000% Senior Notes due 2038
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$300 million
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5.950% Senior Notes due 2041
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$250 million
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5.125% Senior Notes due 2043
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$250 million
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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.
About Cameron International Corporation
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 http://www.c-a-m.com.
About Schlumberger Holdings Corporation
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.
Cautionary Note Regarding Forward Looking Statements
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 Schlumberger Limited undertakes any obligation to publicly
update or revise any of them in light of new information, future events
or otherwise.
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