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CAM > SEC Filings for CAM > Form 8-K on 1-Jul-2013All Recent SEC Filings

Show all filings for CAMERON INTERNATIONAL CORP

Form 8-K for CAMERON INTERNATIONAL CORP


1-Jul-2013

Entry into a Material Definitive Agreement, Financial Statements and E


Item 1.01 Entry into a Material Definitive Agreement

As previously disclosed, on November 14, 2012, Cameron International Corporation, a Delaware corporation ("Cameron"), entered into a definitive Master Formation Agreement (the "MFA") by and among Cameron, Schlumberger Limited, a Curaçao corporation ("Schlumberger"), and certain subsidiaries of Schlumberger.

On June 30, 2013, Cameron, Schlumberger and certain subsidiaries of Schlumberger entered into an Amended and Restated Master Formation Agreement (the "Amended and Restated MFA"), which effected certain amendments to the MFA. On the same date, Cameron and Schulmberger consummated the transactions contemplated by the Amended and Restated MFA. Under the terms of the Amended and Restated MFA, Cameron and Schlumberger created OneSubseaTM, a joint venture to manufacture and develop products, systems and services for the subsea oil and gas market. In addition, certain of Schlumberger's subsidiaries paid an aggregate of $600 million to Cameron and its subsidiaries. The joint venture is owned 60% by Cameron and 40% by Schlumberger. On the same date, Cameron, Schlumberger and certain of their respective subsidiaries also entered into a shareholders' agreement (the "Shareholders' Agreement"). Under the terms of the Shareholders' Agreement, the governance of the joint venture is overseen by an executive committee comprised of three representatives appointed by Cameron and two representatives appointed by Schlumberger.

The foregoing description of the Amended and Restated MFA and the Shareholders' Agreement do not purport to be complete and are qualified in their entirety by reference to the Amended and Restated MFA and the Shareholders' Agreement, copies of which are filed as Exhibit 2.1 and Exhibit 2.2 hereto, respectively, and are incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

     Exhibit No. Description

     2.1         Amended and Restated Master Formation Agreement, dated as of June
                 30, 2013, by and among Cameron International Corporation,
                 Schlumberger Limited and certain subsidiaries of Schlumberger
                 Limited.

     2.2         Shareholders' Agreement, dated as of June 30, 2013, by and among
                 Cameron International Corporation, Schlumberger Limited
                 and certain of their respective subsidiaries.


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