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CAM > SEC Filings for CAM > Form 8-K on 20-Nov-2012All Recent SEC Filings




Entry into a Material Definitive Agreement, Financial Statements and E

Item 1.01 Entry into a Material Definitive Agreement

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. Under the terms of the MFA, Cameron and Schlumberger will contribute their respective subsea businesses to a joint venture, which will operate under the name, OneSubseaTM. In addition, Schlumberger will pay $600 million to Cameron. The joint venture will be owned 60% by Cameron and 40% by Schlumberger. At the closing, Cameron, Schlumberger and certain of their respective subsidiaries will enter into a shareholders' agreement (the "Shareholders' Agreement") in substantially the form attached as an exhibit to the MFA. Under the terms of the Shareholders' Agreement, the governance of the joint venture will be overseen by an executive committee comprised of three representatives appointed by Cameron and two representatives appointed by Schlumberger. The transactions contemplated by the MFA are subject to regulatory approvals and other customary closing conditions.

The foregoing description of the MFA and the Shareholders' Agreement do not purport to be complete and are qualified in their entirety by reference to the MFA and the form of 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         Master Formation Agreement, dated as of November 14, 2012, by
                 and among Cameron International Corporation, Schlumberger
                 Limited and certain subsidiaries of Schlumberger Limited.

     2.2         Form of Shareholders' Agreement, by and among Cameron
                 International Corporation, Schlumberger Limited and certain of
                 their respective subsidiaries.

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