Cameron Announces Expiration of Consent Solicitation and Receipt of Requisite Consents

25 Feb, 2016, 07:30 ET from Cameron International Corporation

HOUSTON, Feb. 25, 2016 /PRNewswire/ -- Cameron International Corporation (NYSE: CAM) ("Cameron" or the "Company") announced today that holders of a majority in aggregate principal amount of each series of the Company's securities listed in the table below (collectively, the "Notes") have delivered valid consents in connection with the Company's proposed amendments to the indentures governing the Notes (the "Indentures," and such amendments the "Proposed Amendments").  The terms and conditions of the Proposed Amendments are set forth in the Consent Solicitation Statement dated February 12, 2016 (the "Statement").

Series of Notes

Aggregate Principal Amount Outstanding

1.150% Senior Notes due 2016

$250 million

1.400% Senior Notes due 2017

$250 million

6.375% Senior Notes due 2018

$450 million

4.500% Senior Notes due 2021

$250 million

3.600% Senior Notes due 2022

$250 million

4.000% Senior Notes due 2023

$250 million

3.700% Senior Notes due 2024

$250 million

7.000% Senior Notes due 2038

$300 million

5.950% Senior Notes due 2041

$250 million

5.125% Senior Notes due 2043

$250 million

The consent solicitation expired at 5:00 p.m., New York City time, on February 24, 2016 (the "Expiration Date"), and revocation rights have been terminated. Subject to the terms and conditions set forth in the Statement, the Company will pay eligible holders who have validly delivered and not revoked consents on or prior to the Expiration Date a cash payment equal to $2.50 per $1,000 aggregate principal amount of Notes for which such holders have validly delivered and not revoked consents (the "Consent Fee").  The Consent Fee will be payable only upon the satisfaction or waiver (if applicable) of certain conditions, including the closing of the previously announced merger pursuant to which Cameron will become a direct, wholly-owned subsidiary of Schlumberger Holdings Corporation ("SHC," and such merger, the "Merger"). The Consent Fee will be paid promptly following the completion of the Merger, which is expected to occur in the first quarter of 2016.

In connection with the consent solicitation, the Company will enter into supplemental indentures with respect to each Indenture to reflect the Proposed Amendments upon the satisfaction of the conditions and the payment of the Consent Fee to the paying agent on behalf of holders of the Notes.

Questions regarding the consent solicitation 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), or the information, tabulation and paying agent, D.F. King & Co., Inc. 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 were made solely by the consent solicitation statement and were subject to the terms and conditions stated therein.

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. Statements in this communication 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 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, which are 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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