Cameron Announces Commencement of Consent Solicitations

12 Feb, 2016, 08:00 ET from Cameron International Corporation

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.

 

SOURCE Cameron International Corporation



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