21 Oct 2010 13:30
Smith International, Inc. (the "Company") announced today the expiration and final results of its tender offer to purchase for cash up to a maximum payment amount of $1,000,000,000 for its outstanding 8.625% Notes due 2014 (the "8.625% Notes"), 6.00% Senior Notes due 2016 (the "6.00% Senior Notes") and 9.75% Notes due 2019 (the "9.75% Notes" and, together with the 8.625% Notes and the 6.00% Senior Notes, the "Notes").
According to the information provided by Global Bondholder Services Corporation, the Depositary for the tender offer, as of 5:00 p.m., New York City time, on October 20, 2010, the expiration date for the tender offer, the aggregate principal amount of the 8.625% Notes validly tendered and not validly withdrawn was $72,984,000, representing 24.33% of the $300,000,000 aggregate principal amount of the 8.625% Notes outstanding; the aggregate principal amount of the 6.00% Senior Notes validly tendered and not validly withdrawn was $87,500,000, representing 31.82% of the $275,000,000 aggregate principal amount of the 6.00% Senior Notes outstanding; and the aggregate principal amount of the 9.75% Notes validly tendered and not validly withdrawn was $149,393,000, representing 21.34% of the $700,000,000 aggregate principal amount of the 9.75% Notes outstanding.
The Company has accepted for purchase all Notes validly tendered and not validly withdrawn pursuant to the tender offer. After giving effect to the purchase, $227,016,000 aggregate principal amount of the 8.625% Notes, $187,500,000 aggregate principal amount of the 6.00% Senior Notes and $550,607,000 aggregate principal amount of the 9.75% Notes, respectively, remain outstanding.
The following table sets forth some of the terms and results of the tender offer for the Notes:
| Title of Notes | CUSIPNumbers | PrincipalAmountTendered | Percentage ofOutstandingAmountTendered | TenderOfferConsideration (1) | EarlyTenderPremium (1) | TotalConsideration (1) | ||||||||||||
| 8.625% Notes due 2014 | 832110AK6 | $72.984 million | 24.33% | $1,205.00 | $30.00 | $1,235.00 | ||||||||||||
| 6.00% Senior Notes due 2016 | 832110AJ9 | $87.5 million | 31.82% | $1,175.00 | $30.00 | $1,205.00 | ||||||||||||
| 9.75% Notes due 2019 | 832110AL4 | $149.393 million | 21.34% | $1,420.00 | $30.00 | $1,450.00 | ||||||||||||
(1) Per $1,000 principal amount of Notes tendered.
Holders of Notes that were validly tendered on or prior to October 5, 2010 (the "Early Tender Date") and not subsequently withdrawn received the Total Consideration specified in the table above, which includes the Early Tender Premium specified in the table above. Holders of Notes that were validly tendered after the Early Tender Date, but on or prior to October 20, 2010, received only the Tender Offer Consideration specified in the table above. The Tender Offer Consideration is the Total Consideration minus the Early Tender Premium.
Payments for the Notes purchased by the Company also included accrued and unpaid interest from and including the last interest payment date for the respective series of Notes up to, but not including, October 21, 2010.
On September 29, 2010, the Company announced the results of its separate cash tender offer for any and all of its outstanding 6.75% Senior Notes due 2011 (the "Any and All Notes"), in which $98,443,000 in aggregate principal amount of the Any and All Notes was validly tendered. Holders of tendered Any and All Notes that were purchased by the Company received a purchase price equal to $1,023.21 for each $1,000 principal amount of such Any and All Notes.
Citi, JPMorgan and Morgan Stanley served as Dealer Managers for the tender offers.
About Schlumberger
Smith International, Inc. is a wholly owned subsidiary of Schlumberger Limited (NYSE:SLB). Schlumberger 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 approximately 105,000 people representing over 140 nationalities and working in approximately 80 countries, Schlumberger provides the industry's widest range of products and services from exploration through production.
Schlumberger Limited has principal offices in Paris, Houston and The Hague and reported revenues of $22.70 billion in 2009. For more information, visit www.slb.com.
| CONTACT: | Schlumberger Limited | |
| Malcolm Theobald, +1 713-375-3535 (Investors) | ||
| Vice President of Investor Relations | ||
| investor-relations@slb.com | ||
| Stephen Whittaker, + 33 1 4062 1330 (Media) | ||
| Director of Corporate Communications | ||
| swhittaker@slb.com |
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