Schlumberger Holdings Corporation Tuesday March 22 announced that it has commenced a tender offer to purchase up to $1.2 billion aggregate principal amount of the outstanding senior notes of Cameron International Corporation.
The terms and conditions of the tender offer are described in the Offer to Purchase, dated March 22, 2016 and the related Letter of Transmittal.
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., New York City time, on April 18, 2016, unless extended by the Company.
Holders, who wish to be eligible to receive the Total Consideration, which includes an Early Tender Premium, must validly tender and not validly withdraw their Notes at any time at or prior to 5:00 p.m., New York City time, on April 4, 2016 (such time and date, as it may be extended, the “Early Tender Date”).
Holders tendering their Notes after the Early Tender Date and at or prior to the Expiration Time will be eligible to receive only an amount equal to the Total Consideration (as defined below) minus the Early Tender Premium specified in the table above.
Tenders of Notes may be validly withdrawn at any time up until 5:00 p.m., New York City time, on April 4, 2016, unless such date and time are extended by the Company (such date and time, as the same may be extended, the “Withdrawal Deadline”). Notes may not be withdrawn after the Withdrawal Deadline unless SHC is required by law to permit withdrawal.
All Notes validly tendered and not validly withdrawn by the Early Tender Date of a series with Acceptance Priority Level 1 will be accepted for purchase before any Notes of a series with Acceptance Priority Level 2 validly tendered and not validly withdrawn by the Early Tender Date are accepted for purchase.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offer, if the aggregate principal amount of all Notes with Acceptance Priority Level 1 validly tendered and not validly withdrawn by the Early Tender Date exceeds the Maximum Tender Amount, such Notes will be accepted for purchase on a prorated basis, as described in the Offer to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 $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.
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 August 25, 2015, Cameron, 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 (the “Merger”). The consummation of the tender offer is conditioned upon the completion of the Merger, among other conditions set forth in the Offer to Purchase. The Company reserves the right to waive all conditions of the tender offer other than the condition regarding the completion of the Merger.
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.
