Schlumberger Announces Tender Offer for Senior Notes of Cameron International Corporation
Aggregate |
|
|
Early | Hypothetical | ||||||||||||||||||||
Outstanding |
|
Reference U.S. |
Bloomberg |
Fixed | Tender | Total | ||||||||||||||||||
Principal | Title of |
|
Acceptance |
Treasury |
Reference |
Spread | Premium | Consideration | ||||||||||||||||
Amount(1) | Security |
CUSIP No. |
Priority Level |
Security |
Page |
(bps) | (2) | (2)(3)(4) | ||||||||||||||||
$450,000,000 |
6.375% | 13342B |
1 |
0.75% due | PXI |
90 |
$30 |
$1,102.04 |
||||||||||||||||
Senior | AC9 | 2/28/2018 | ||||||||||||||||||||||
Notes due | ||||||||||||||||||||||||
|
2018 |
|
|
|
|
|||||||||||||||||||
$300,000,000 |
7.000% | 13342B |
1 |
3.00% due | PXI |
240 |
$30 |
$1,249.07 |
||||||||||||||||
Senior | AD7 | 11/15/2045 | ||||||||||||||||||||||
Notes due | ||||||||||||||||||||||||
|
2038 |
|
|
|
|
|||||||||||||||||||
$250,000,000 |
5.950% | 13342B |
1 |
3.00% due | PXI |
235 |
$30 |
$1,125.30 |
||||||||||||||||
Senior | AF2 | 11/15/2045 | ||||||||||||||||||||||
Notes due | ||||||||||||||||||||||||
|
2041 |
|
|
|
|
|||||||||||||||||||
$250,000,000 |
5.125% | 13342B |
1 |
3.00% due | PXI |
230 |
$30 |
$1,016.60 |
||||||||||||||||
Senior | AM7 | 11/15/2045 | ||||||||||||||||||||||
Notes due | ||||||||||||||||||||||||
|
2043 |
|
|
|
|
|||||||||||||||||||
$250,000,000 |
4.500% | 13342B |
2 |
1.125% due | PXI |
120 |
$30 |
$1,092.21 |
||||||||||||||||
Senior | AE5 | 2/28/2021 | ||||||||||||||||||||||
Notes due | ||||||||||||||||||||||||
|
2021 |
|
|
|
|
|||||||||||||||||||
$250,000,000 |
3.600% | 13342B |
2 |
1.125% due | PXI |
150 |
$30 |
$1,040.01 |
||||||||||||||||
Senior | AJ4 | 2/28/2021 | ||||||||||||||||||||||
Notes due | ||||||||||||||||||||||||
|
2022 |
|
|
|
|
|||||||||||||||||||
$250,000,000 |
4.000% | 13342B |
2 |
1.625% due | PXI |
135 |
$30 |
$1,049.51 |
||||||||||||||||
Senior | AL9 | 2/15/2026 | ||||||||||||||||||||||
Notes due | ||||||||||||||||||||||||
|
2023 |
|
|
|
|
|||||||||||||||||||
$250,000,000 |
3.700% | 13342B |
2 |
1.625% due | PXI |
140 |
$30 |
$1,027.30 |
||||||||||||||||
Senior | AP0 | 2/15/2026 | ||||||||||||||||||||||
Notes due | ||||||||||||||||||||||||
|
2024 |
|
|
|
|
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(1) |
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Aggregate principal amount outstanding as of March 21, 2016 |
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(2) |
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Per $1,000 principal amount of Notes. |
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(3) |
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Holders will also receive accrued and unpaid interest from the last interest payment date up to, but not including, the applicable settlement date referenced herein. |
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(4) |
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Hypothetical Total Consideration as of 2:00 p.m., New York City time, on March 21, 2016 includes Early Tender Premium of $30 per $1,000 principal amount of Notes calculated to the assumed Early Settlement Date of April 7, 2016. |
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The amount of each series of Notes that may be accepted for purchase will be determined in accordance with the Acceptance Priority Levels set forth in the table above and may be prorated as described in the Offer to Purchase. The tender offer for each series of Notes will expire at 11:59 p.m.,
All Notes validly tendered and not validly withdrawn by the Early Tender Date of a series with Acceptance Priority Level 1 will be accepted for purchase before any Notes of a series with Acceptance Priority Level 2 validly tendered and not validly withdrawn by the Early Tender Date are accepted for purchase. Upon the terms and subject to the conditions of the tender offer, if the aggregate principal amount of all Notes with Acceptance Priority Level 1 validly tendered and not validly withdrawn by the Early Tender Date exceeds the Maximum Tender Amount, such Notes will be accepted for purchase on a prorated basis as described in the Offer to Purchase, such that the aggregate principal amount of the Notes accepted in the tender offer equals the Maximum Tender Amount. In that event, no Notes with Acceptance Priority Level 2 will be accepted for purchase. If the aggregate principal amount of all Notes with Acceptance Priority Level 1 validly tendered and not validly withdrawn by the Early Tender Date does not exceed the Maximum Tender Amount, the Company will accept for purchase Notes of a series with Acceptance Priority Level 2 validly tendered and not validly withdrawn by the Early Tender Date on a prorated basis, if necessary, such that the Company does not exceed the Maximum Tender Amount.
Upon the terms and subject to the conditions of the tender offer, if the purchase of all Notes validly tendered at or before the Early Tender Date would not cause the Company to purchase an aggregate principal amount of Notes in excess of the Maximum Tender Amount, the Company will accept for purchase Notes with Acceptance Priority Level 1 validly tendered and not validly withdrawn after the Early Tender Date and at or before the Expiration Time, provided that in no event will the aggregate principal amount of Notes purchased exceed the Maximum Tender Amount. If the aggregate principal amount of such Acceptance Priority Level 1 Notes validly tendered and not validly withdrawn exceeds the Maximum Tender Amount, the Company will accept such Notes for purchase on a prorated basis as described in the Offer to Purchase, in an aggregate principal amount equal to the capacity of the Maximum Tender Amount remaining available for application to Notes following the purchase of Notes tendered at or before the Early Tender Date. If the purchase of Acceptance Priority Level 1 Notes tendered after the Early Tender Date would not cause the Company to purchase an aggregate principal amount of Notes in excess of the Maximum Tender Amount, the Company will accept for purchase the maximum aggregate principal amount of acceptance Priority Level 2 Notes validly tendered after the Early Tender Date and at or before the Expiration Time, on a prorated basis if necessary, such that the Company will purchase the maximum aggregate principal amount of Notes that does not exceed the Maximum Tender Amount. Subject to applicable law, the Company has the right to increase or decrease the Maximum Tender Amount at its discretion. The Company may increase or decrease the Maximum Tender Amount after the Withdrawal Deadline without extending or reinstituting the withdrawal rights.
For Notes validly tendered and not validly withdrawn prior to the Early Tender Date and accepted for purchase, the applicable total consideration per
In addition, payments for Notes purchased will include accrued interest up to, but not including, the applicable settlement date specified in the Offer to Purchase.
As previously announced, on
SHC has retained
For additional information regarding the terms of the tender offer, please contact:
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
SHC is an indirect, wholly-owned U.S. subsidiary of
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 and the Merger are forward-looking statements.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160322005501/en/
Source:
Schlumberger Limited
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