Davis Polk is advising the dealer managers and consent solicitation agents on a cash tender offer by Schlumberger Holding Corporation (“Schlumberger”) to purchase up to $1.243 billion aggregate principal of Cameron International Corporation’s (“Cameron”) 6.375% senior notes due 2018, 4.500% senior notes due 2021, 3.600% senior notes due 2021, 4.000% senior notes due 2023, 3.700% senior notes due 2024, 7.000% senior notes due 2038, 5.950% senior notes due 2041 and 5.125% senior notes due 2043 and a related consent solicitation by Cameron for proposed amendments to the indentures governing its outstanding notes.

The tender offer and consent solicitation are being effected in connection with Schlumberger’s acquisition of Cameron.

Schlumberger is a holding company for the U.S. operations of Schlumberger Limited and is an indirect, wholly owned subsidiary of Schlumberger Limited. Schlumberger Limited is the world’s leading supplier of technology, integrated project management and information solutions to the international oil and gas exploration and production industry.

Cameron is a leading provider of flow equipment products, systems and services to worldwide oil and gas industries.

The Davis Polk corporate team includes partner Richard A. Drucker and associates Pedro J. Bermeo and Cameron W. Ormsby. The tax team includes partner Michael Farber and associate Patrick E. Sigmon. All members of the Davis Polk team are based in the New York office.

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