Press release from Business Wire
Smith International, Inc. Announces Results of Tender Offer for Any and All of Its 6.75% Senior Notes due 2011
Wednesday, September 29, 2010
Smith International, Inc. Announces Results of Tender Offer for Any and All of Its 6.75% Senior Notes due 201108:30 EDT Wednesday, September 29, 2010 HOUSTON (Business Wire) -- Smith International, Inc. (the “Company”), a wholly owned subsidiary of Schlumberger Limited (NYSE:SLB), announced today that it has purchased approximately 44.75% of the outstanding aggregate principal amount of its 6.75% Senior Notes due 2011 (the “Any and All Notes”), which are all of the Any and All Notes that were tendered prior to 5:00 p.m., New York City time, on September 28, 2010 (the “Any and All Expiration Date”) pursuant to its previously announced tender offer (the “Any and All Tender Offer”). According to the information provided by Global Bondholder Services Corporation, the Depositary for the Any and All Tender Offer, $98,443,000 in aggregate principal amount of the Any and All Notes was validly tendered and not validly withdrawn prior to the Any and All Expiration Date. After giving effect to the purchases, $121,557,000 in principal amount of the Any and All Notes remains outstanding. 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 (the “Purchase Price”). The Purchase Price was determined by reference to the fixed spread over the yield based on the bid-side price of the U.S. Treasury Security (the “Reference Yield”), as calculated by the dealer managers at 2:00 p.m., New York City time, on September 28, 2010. The formula used to determine the Purchase Price is set forth in Schedule A of the Offer to Purchase. The following table summarizes the pricing terms and results of the Any and All Tender Offer: Title of Any and AllNotes CUSIPNumber PrincipalAmountTendered PercentageofOutstandingAmountTendered ReferenceYield PurchasePrice per$1,000PrincipalAmount 6.75% Senior Notesdue 2011 832110AG5 $98.443million 44.75% 0.237% $1,023.21 The Any and All Tender Offer was made in conjunction with the previously announced offer by the Company to purchase for cash (the “Maximum Tender Offer” and, together with the Any and All Tender Offer, the “Tender Offers”) up to $1,000,000,000 in aggregate purchase price for its 8.625% Notes due 2014, its 6.00% Senior Notes due 2016 and its 9.75% Notes due 2019 (collectively, the “Maximum Tender Offer Notes”). The Maximum Tender Offer Notes may be tendered pursuant to the Maximum Tender Offer until 5:00 p.m., New York City time, on October 20, 2010, unless such date and time is extended or the Maximum Tender Offer is otherwise terminated by the Company. The complete terms and conditions of the Tender Offers are set forth in the Offer to Purchase and a Letter of Transmittal, dated September 22, 2010, along with any amendments and supplements thereto, which holders are urged to read carefully before making any decision with respect to the Tender Offers. Copies of the Offer to Purchase and the Letter of Transmittal may be obtained from Global Bondholder Services Corporation, the depositary and information agent for the Tender Offers, at (212) 430-3774 (banks and brokers) or (866) 804-2200 (all others). Questions regarding the Tender Offers also may be directed to the dealer managers for the Tender Offers, Citi at (800) 558-3745 (toll-free) or (212) 723-6106 (collect), JPMorgan at (866) 834-4666 (toll-free) or (212) 834-2494 (collect) or Morgan Stanley at (800) 624-1808 (toll-free) or (212) 761-5384 (collect). This press release is neither an offer to purchase nor a solicitation of an offer to sell any securities. The Company is making the Tender Offers only by, and pursuant to the terms of, the Offer to Purchase and a Letter of Transmittal. Neither of the Tender Offers is being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of the Company, the depositary and information agent, the dealer managers or the trustee with respect to the Any and All Notes or the Maximum Tender Offer Notes, or any of their respective affiliates, makes any recommendation as to whether holders should tender or refrain from tendering, all or any portion of their Any and All Notes or Maximum Tender Offer Notes in response to either of the Tender Offers. About Schlumberger 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.