Cameron gets OK to amend $2.75 billion notes related to merger plans

By Susanna Moon

Chicago, Feb. 25 – Cameron International Corp. said it secured consents from holders of a majority of each series of several outstanding notes related to its merger plans. There was $2.75 billion outstanding as of Feb. 11.

Cameron will enter into supplemental indentures for each series of notes, which will become operative upon the payment of the consent fee, according to a company notice.

The consent payment will be $2.50 per $1,000 principal amount, which will be paid after the merger closes in the first quarter of 2016.

The consent solicitations ended at 5 p.m. ET on Feb. 24. Holders must be of record as of 5 p.m. ET on Feb. 11. The solicitations began on Feb. 12.

The notes covered by the solicitations are the company’s $250 million of 1.15% senior notes due 2016, $250 million of 1.4% senior notes due 2017, $450 million of 6.375% senior notes due 2018, $250 million of 4.5% senior notes due 2021, $250 million of 3.6% senior notes due 2022, $250 million of 4% senior notes due 2023, $250 million of 3.7% senior notes due 2024, $300 million of 7% senior notes due 2038, $250 million of 5.95% senior notes due 2041 and $250 million of 5.125% senior notes due 2043.

As previously announced, Cameron entered into a merger agreement with Schlumberger Holdings Corp., Rain Merger Sub LLC and Schlumberger Ltd. in which Cameron will become a direct wholly owned subsidiary of Schlumberger, with closing planned for the first quarter of 2016.

If the merger closes, Schlumberger may choose to guarantee each series of notes for which holders have given consents constituting majority approval but the company has no obligation to do so, the previous release noted.

If Schlumberger guarantees any or all series of the notes, the proposed amendments to the indentures for the note series will require Schlumberger to furnish to the trustee and holders of the note series its audited consolidated annual financial statements and condensed consolidated quarterly financial statements in lieu of Cameron’s current reporting obligations.

The consent solicitation for each note series was conditioned on the company obtaining consents from holders of at least a majority of that series of notes. The solicitation for each series of notes was also conditioned on the company’s receiving majority approval for each of the other series of notes and other closing conditions, each of which may be waived.

The solicitation agents are Deutsche Bank Securities Inc. (866 627-0391 or 212 250-2955), J.P. Morgan Securities LLC (866 834-4666 or 212 834-2494) and Morgan Stanley & Co. LLC (800 624-1808 or 212 761-1057). D. F. King & Co., Inc. (866 796-7179 or 212 269-5550) is the information agent and tabulation agent.

Cameron is an oil and gas pressure control and compression company based in Houston.

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