TIDMSCL
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validly tendered and not validly withdrawn.
Early Aggregate
Acceptance Reference Bloomberg Fixed Tender Aggregate Principal
Principal
Title of Priority U.S. Reference Spread Premium Amount Amount
Treasury Outstanding
Security CUSIP No. Level Security Page (bps) (1) (2) Tendered
6.375% 13342B 1 0.75% PXI 90 $30 $450,000,000 $172,581,000
due
Senior AC9 2/28/2018
Notes due
2018
7.000% 13342B 1 3.00% PXI 240 $30 $300,000,000 $130,969,000
due
Senior AD7 11/15/2045
Notes due
2038
5.950% 13342B 1 3.00% PXI 235 $30 $250,000,000 $148,986,000
due
Senior AF2 11/15/2045
Notes due
2041
5.125% 13342B 1 3.00% PXI 230 $30 $250,000,000 $154,746,000
due
Senior AM7 11/15/2045
Notes due
2043
4.500% 13342B 2 1.125% PXI 120 $30 $250,000,000 $123,807,000
due
Senior AE5 2/28/2021
Notes due
2021
3.600% 13342B 2 1.125% PXI 150 $30 $250,000,000 $144,221,000
due
Senior AJ4 2/28/2021
Notes due
2022
4.000% 13342B 2 1.625% PXI 135 $30 $250,000,000 $171,686,000
due
Senior AL9 2/15/2026
Notes due
2023
3.700% 13342B 2 1.625% PXI 140 $30 $250,000,000 $196,161,000
due
Senior AP0 2/15/2026
Notes due
2024
(1) Per $1,000 principal amount of Notes.
(2) Aggregate principal amount outstanding as of March 21, 2016.
For Notes validly tendered and not validly withdrawn prior to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.
Simon Farrant - Schlumberger Limited, Vice President of Investor
Relations
Joy V. Domingo - Schlumberger Limited, Manager of Investor
Relations
Tel: +1 (713) 375-3535
investor-relations@slb.com
View source version on businesswire.com:
http://www.businesswire.com/news/home/20160405005763/en/
This information is provided by Business Wire
(END) Dow Jones Newswires
April 05, 2016 09:00 ET (13:00 GMT)
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