HOUSTON, Feb. 12, 2016 /PRNewswire/ -- Cameron
International Corporation (NYSE: CAM) announced the commencement of
consent solicitations relating to its outstanding 1.150% Senior
Notes due 2016, 1.400% Senior Notes due 2017, 6.375% Senior Notes
due 2018, 4.500% Senior Notes due 2021, 3.600% Senior Notes due
2022, 4.000% Senior Notes due 2023, 3.700% Senior Notes due 2024,
7.000% Senior Notes due 2038, 5.950% Senior Notes due 2041 and
5.125% Senior Notes due 2043 (collectively, the "Notes"). As
of February 11, 2016, there was
$2,750,000,000 aggregate principal
amount of Notes outstanding.
As previously announced, on August 25,
2015, Cameron International Corporation ("Cameron") and Schlumberger Holdings
Corporation ("SHC"), Rain Merger Sub LLC and Schlumberger Limited
entered into a merger agreement, pursuant to which Cameron will become a direct, wholly owned
subsidiary of SHC. Completion of the merger remains subject to
regulatory approvals and customary closing conditions and is
expected to occur during the first quarter of 2016. In connection
with the merger, Cameron is making
the consent solicitations at the request and expense of SHC.
The consent solicitation for each series of Notes will expire at
5:00 p.m., New York City time, on February 24, 2016, unless extended (the
"Expiration Date"). The consent solicitation for each series of
Notes is conditioned on the receipt of consents from holders of
record as of 5:00 p.m., New York City time, on February 11, 2016 (the "Record Date") of at least
a majority in aggregate principal amount of that series of the
Notes ("Majority Approval"). The consent solicitation for each
series of Notes is also conditioned on the Company's receiving
Majority Approval for each of the other series of Notes and other
customary closing conditions, each of which may be waived by the
Company.
Subject to the terms and conditions of the consent
solicitations, if the conditions to the consent solicitations are
satisfied and the merger is consummated, Cameron will make a cash payment of
$2.50 per $1,000 principal amount of each series of Notes
for which the holders of record have validly delivered (and not
revoked) consents constituting Majority Approval prior to the
applicable Expiration Date.
If the merger is completed, and subject to the terms and
conditions of the consent solicitations, SHC may elect to guarantee
each series of Notes for which the holders of record have validly
delivered (and not revoked) consents constituting Majority Approval
prior to the applicable Expiration Date; however, SHC has no
obligation to guarantee any of the Notes. If SHC guarantees any or
all series of Notes, the proposed amendments to the indentures for
the applicable series of Notes will require SHC to furnish to the
applicable trustee and holders of the applicable series of Notes
its audited consolidated annual financial statements and condensed
consolidated quarterly financial statements in lieu of Cameron's current reporting obligations.
The consent solicitations may be amended, extended or
terminated, at the option of Cameron. For a complete statement of the terms
and conditions of the consent solicitations, holders of the Notes
should refer to the consent solicitation statement, dated as of
February 12, 2016, which is being
sent to all holders of the Notes as of the Record Date.
The Solicitation Agents in connection with the consent
solicitations are Deutsche Bank Securities Inc., J.P. Morgan
Securities LLC and Morgan Stanley & Co. LLC. Questions
regarding the consent solicitations 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). D. F. King & Co.,
Inc. is serving as Information Agent and Tabulation Agent in
connection with the consent solicitations. Requests for assistance
in delivering consents or for additional copies of the consent
solicitation statement should be directed to the Information Agent
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 are being made solely by
the consent solicitation statement and are subject to the terms and
conditions stated therein. Cameron
reserves the right to modify the consent solicitation statement or
to terminate the consent solicitations.
About Cameron International Corporation
Cameron International Corporation is a leading provider of flow
equipment products, systems and services to worldwide oil and gas
industries. For more information, please visit
http://www.c-a-m.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 timetable for completing the consent
solicitations, and other statements regarding Cameron's future expectations, beliefs, plans,
objectives, assumptions or future events or performance that are
not statements of historical fact, are forward-looking statements.
Cameron cannot give any assurance
that such expectations will prove correct. These statements are
subject to, among other things, satisfaction of the closing
conditions to the merger and other risk factors that are discussed
in Cameron's most recent Annual
Report on Form 10-K and the definitive proxy statement/prospectus
filed on November 17, 2015, as well
as Cameron's other filings with
the 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 Cameron does
not undertake any obligation to publicly update or revise any of
them in light of new information, future events or
otherwise.
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SOURCE Cameron International Corporation