National Oilwell Varco Commences Tender Offer for Any and All 2.600% Senior Unsecured Notes Due 2022
August 19 2020 - 9:03AM
Business Wire
National Oilwell Varco, Inc. (the “Company” or “NOV”) (NYSE:
NOV) announced today that it has commenced a cash tender offer for
any and all of its outstanding $400,000,000 aggregate principal
amount of 2.600% Senior Unsecured Notes due 2022 (CUSIP No. 637071
AJ0) (the “Notes”), on the terms and subject to the conditions set
forth in the Offer to Purchase, dated the date hereof (the “Offer
to Purchase”), and the related Notice of Guaranteed Delivery
attached to the Offer to Purchase (the “Notice of Guaranteed
Delivery”). The tender offer is referred to herein as the “Offer.”
The Offer to Purchase and the Notice of Guaranteed Delivery are
referred to herein collectively as the “Offer Documents.”
The tender offer consideration for each $1,000 principal amount
of the Notes purchased pursuant to the Offer will be $1,035 (the
“Tender Offer Consideration”). Holders must validly tender (and not
validly withdraw) or deliver a properly completed and duly executed
Notice of Guaranteed Delivery for their Notes at or before the
Expiration Time (as defined below) in order to be eligible to
receive the Tender Offer Consideration. In addition, holders whose
Notes are purchased in the Offer will receive accrued and unpaid
interest from the last interest payment date to, but not including,
the Payment Date (as defined in the Offer to Purchase) for the
Notes. The Company expects the Payment Date to occur on August 26,
2020 and the Guaranteed Delivery Payment Date to occur on August
28, 2020.
The Offer will expire at 5:00 p.m., New York City time, on
August 25, 2020 (such time and date, as it may be extended by the
Company, the “Expiration Time”), unless extended or earlier
terminated by the Company. The Notes tendered may be withdrawn at
any time at or before the Expiration Time by following the
procedures described in the Offer to Purchase.
The Company’s obligation to accept for purchase and to pay for
the Notes validly tendered and not validly withdrawn pursuant to
the Offer is subject to the satisfaction or waiver, in the
Company’s discretion, of certain conditions, which are more fully
described in the Offer to Purchase. The complete terms and
conditions of the Offer are set forth in the Offer Documents.
Holders of the Notes are urged to read the Offer Documents
carefully.
The Company has retained D.F. King & Co., Inc. as the tender
agent and information agent for the Offer. The Company has retained
Barclays Capital Inc. (“Barclays”) and J.P. Morgan Securities LLC
(“J.P. Morgan”) as the dealer managers (the “Dealer Managers”) for
the Offer.
Holders who would like additional copies of the Offer Documents
may call or email the information agent, D.F. King & Co., Inc.
at (212) 269-5550 (banks and brokers), (800) 967-7510 (all others),
or nov@dfking.com. Copies of the Offer to Purchase and Notice of
Guaranteed Delivery are also available at the following website:
www.dfking.com/nov. Questions regarding the terms of the Offer
should be directed to Barclays at (800) 438-3242 (U.S. toll-free)
or (212) 528-7581 (collect) or J.P Morgan at (866) 834-4666
(toll-free) or (212) 834-3424 (collect).
This press release shall not constitute an offer to buy, or a
solicitation of an offer to sell, any Notes. The Offer is being
made solely pursuant to the Offer Documents. The Offer is not being
made to holders of Notes 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. In any jurisdiction in
which the securities laws or blue sky laws require the Offer to be
made by a licensed broker or dealer, the Offer will be deemed to be
made on behalf of the Company by the Dealer Managers or one or more
registered brokers or dealers that are licensed under the laws of
such jurisdiction.
About NOV
NOV is a leading provider of technology, equipment, and services
to the global oil and gas industry that supports customers’
full-field drilling, completion, and production needs. Since 1862,
NOV has pioneered innovations that improve the cost-effectiveness,
efficiency, safety, and environmental impact of oil and gas
operations. NOV powers the industry that powers the world.
Visit www.nov.com for more information. Information on the
Company’s website is not part of this release.
Cautionary Notice Regarding
Forward-Looking Statements
Statements made in this press release that are forward-looking
in nature are intended to be “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, and may involve risks and uncertainties. Such statements
include plans, projections and estimates regarding the Offer. Such
forward-looking statements are subject to certain risks,
uncertainties and assumptions, including prevailing market
conditions, satisfaction of conditions, changes in timing and other
factors. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those expected. Readers are
referred to documents filed by NOV with the SEC, including the
Annual Report on Form 10-K and Quarterly Report on Form 10-Q, which
identify significant risk factors. Actual results may differ from
those contained in the forward-looking statements. The Company
undertakes no obligation to update forward-looking statements,
except as required by law.
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Blake McCarthy (713) 815-3535
NOV (NYSE:NOV)
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