National Oilwell Varco Announces Pricing of Senior Notes Offering
HOUSTON -- November 15, 2012
National Oilwell Varco, Inc. (NYSE: NOV) (the “Company”) announced today the
pricing of a public offering of $3.0 billion of senior notes, consisting of
*$500,000,000 aggregate principal amount of its 1.35% senior notes due
December 1, 2017;
*$1,400,000,000 aggregate principal amount of its 2.60% senior notes due
December 1, 2022; and
*$1,100,000,000 aggregate principal amount of its 3.95% senior notes due
December 1, 2042.
The offering is expected to close on November 20, 2012, subject to customary
The Company intends to use approximately $2.5 billion of the net proceeds from
the sale of the senior notes to fund a portion of the purchase price for the
acquisition of Robbins & Myers, Inc. (the “Robbins & Myers Acquisition”),
which it currently expects to close in the fourth quarter of 2012. The
remaining net proceeds will be used for other general corporate purposes. If
the Company does not consummate the Robbins & Myers Acquisition or the
consummation of the Robbins & Myers Acquisition is delayed until the first
quarter of 2013, the net proceeds intended to be used to fund such acquisition
will be used for other general corporate purposes, including the funding of
ongoing operations and other acquisitions by the Company.
Barclays Capital Inc., J.P. Morgan Securities LLC and Wells Fargo Securities,
LLC are acting as joint book-running managers for the offering. An electronic
copy of the prospectus supplement and prospectus is available from the
Securities and Exchange Commission's website at www.sec.gov.
The offering is being made pursuant to an effective shelf registration
statement filed with the Securities and Exchange Commission on November 15,
This press release shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of these securities in any
state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any state.
The Company is a worldwide leader in the design, manufacture and sale of
equipment and components used in oil and gas drilling and production
operations, the provision of oilfield services, and supply chain integration
services to the upstream oil and gas industry.
This press release contains “forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933, as amended, and 21E of the
Securities Exchange Act of 1934, as amended. There are many risks and
uncertainties that could cause actual results to differ materially from those
expressed in the Company’s forward-looking statements. Readers are referred to
documents filed by the Company with the Securities and Exchange Commission,
including the Annual Report on Form 10-K for the year ended December 31, 2011
and the Company’s subsequent Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2012, June 30, 2012 and September 30, 2012 for a discussion of
risk factors that may affect the Company’s business. The Company undertakes no
obligation to publicly update or revise any forward-looking statement.
National Oilwell Varco, Inc.
Clay Williams, 713-346-7606
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