Schlumberger Announces Increase in Maximum Tender Amount and Early Tender Results for Tender Offer for Senior Notes of Cameron International Corporation
Schlumberger Holdings Corporation (“SHC” or the “Company”) today
announced the early tender results in its previously announced cash
tender offer for up to an aggregate principal amount of $1,200,000,000
of the outstanding senior notes of Cameron International Corporation
specified in the table below (collectively, the “Notes”). The terms and
conditions of the tender offer are described in the Offer to Purchase,
dated March 22, 2016 (the “Offer to Purchase”) and the related Letter of
Transmittal. SHC also announced today that it has increased the Maximum
Tender Amount for the Notes in the tender offer from $1,200,000,000 to
$1,243,157,000, and this announcement amends the Offer to Purchase and
the related tender offer materials to change the Maximum Tender Amount
to $1,243,157,000. All other terms and conditions of the tender offer
described in the Offer to Purchase remain unchanged.
As of the previously announced early tender deadline of 5:00 p.m., New
York City time, on April 4, 2016 (the “Early Tender Date”),
$1,243,157,000 aggregate principal amount of Notes had been validly
tendered and not validly withdrawn.
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Early
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Aggregate
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Acceptance
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Reference
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Bloomberg
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Fixed
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Tender
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Aggregate Principal
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Principal
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Title of
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Priority
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U.S. Treasury
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Reference
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Spread
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Premium
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Amount Outstanding
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Amount
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Security
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CUSIP No.
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Level
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Security
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Page
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(bps)
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(1)
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(2)
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Tendered
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6.375%
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13342B
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1
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0.75% due
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PXI
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90
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$30
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$450,000,000
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$172,581,000
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Senior
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AC9
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2/28/2018
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Notes due
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2018
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7.000%
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13342B
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1
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3.00% due
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PXI
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240
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$30
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$300,000,000
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$130,969,000
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Senior
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AD7
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11/15/2045
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Notes due
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2038
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5.950%
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13342B
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1
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3.00% due
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PXI
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235
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$30
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$250,000,000
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$148,986,000
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Senior
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AF2
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11/15/2045
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Notes due
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2041
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5.125%
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13342B
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1
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3.00% due
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PXI
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230
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$30
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$250,000,000
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$154,746,000
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Senior
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AM7
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11/15/2045
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Notes due
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2043
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4.500%
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13342B
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2
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1.125% due
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PXI
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120
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$30
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$250,000,000
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$123,807,000
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Senior
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AE5
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2/28/2021
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Notes due
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2021
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3.600%
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13342B
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2
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1.125% due
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PXI
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150
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$30
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$250,000,000
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$144,221,000
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Senior
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AJ4
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2/28/2021
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Notes due
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2022
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4.000%
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13342B
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2
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1.625% due
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PXI
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135
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$30
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$250,000,000
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$171,686,000
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Senior
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AL9
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2/15/2026
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Notes due
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2023
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3.700%
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13342B
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2
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1.625% due
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PXI
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140
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$30
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$250,000,000
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$196,161,000
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Senior
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AP0
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2/15/2026
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Notes due
|
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2024
|
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(1)
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Per $1,000 principal amount of Notes.
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(2)
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Aggregate principal amount outstanding as of March 21, 2016.
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For Notes validly tendered and not validly withdrawn prior to the Early
Tender Date and accepted for purchase, the applicable total
consideration per $1,000 principal amount of each series of Notes (for
each series, the “Total Consideration”) will be a price determined as
described in the Offer to Purchase intended to result in a yield to
maturity (calculated in accordance with standard market practice) equal
to the sum of (i) the yield to maturity for the applicable United States
Treasury (“UST”) Reference Security specified in the table above,
calculated based on the bid-side price of such UST Reference Security as
of 2:00 p.m., New York City time, on Tuesday, April 5, 2016 (the first
business day following the Early Tender Date), plus (ii) the applicable
Fixed Spread specified in the table above.
Withdrawal rights for the tender offer expired at 5:00 p.m., New York
City time, on April 4, 2016. Holders who tendered Notes at or prior to
the Early Tender Date will be eligible to receive the Total
Consideration (as set forth above) on April 7, 2016 (the “Early
Settlement Date”). In addition, holders of Notes accepted for purchase
will be paid accrued interest up to, but not including, the Early
Settlement Date. The tender offer is fully subscribed as of the Early
Tender Date. As a result, it is expected that all Notes validly tendered
and not validly withdrawn at or before the Early Tender Date will be
purchased in accordance with the terms of the tender offer and that no
Notes tendered after the Early Tender Date will be purchased in the
tender offer.
The consummation of the tender offer is conditioned upon the
satisfaction or waiver of the conditions set forth in the Offer to
Purchase.
SHC has retained Deutsche Bank Securities Inc., J.P. Morgan Securities
LLC and Morgan Stanley & Co. LLC as dealer managers, and D.F. King &
Co., Inc. as the depositary and information agent for the tender offer.
For additional information regarding the terms of the tender offer,
please contact: Deutsche Bank Securities Inc. 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 at (800) 624-1808 (toll free) or (212) 761-1057 (collect).
Requests for documents and questions regarding the tendering of Notes
may be directed to D.F. King & Co., Inc. at (866) 796-7179 (toll free)
or (212) 269-5550 (collect).
This press release is neither an offer to purchase, nor a solicitation
of an offer to sell, any securities. SHC is making the tender offer only
by, and pursuant to, the terms and conditions of the Offer to Purchase
and related Letter of Transmittal that are being furnished to the
holders of Notes. Holders are urged to read the tender offer documents
carefully. Subject to applicable law, SHC may amend, extend or, subject
to certain conditions, terminate the tender offer.
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 timetable for completing the tender offer 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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