National Oilwell Varco Announces Pricing Of Senior Notes Offering

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 three tranches:
  • $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 closing conditions.

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

The offering is being made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission on November 15, 2012.

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.

Additional Information

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.

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