HOUSTON-Wednesday 25 September 2019 [ AETOS Wire ]
(BUSINESS WIRE)
-- Schlumberger Limited (“Schlumberger”) today announced that
Schlumberger Holdings Corporation, an indirect wholly-owned subsidiary
of Schlumberger (“SHC”), has priced the previously announced cash tender
offer for any and all of its outstanding (a) 3.000% Senior Notes due
2020 (the "2020 Notes") and (b) 3.625% Senior Notes due 2022 (the "2022
Notes,” and together with the 2020 Notes, the "Notes"), on the terms and
subject to the conditions set forth in the Offer to Purchase, dated
September 18, 2019 (as may be amended or supplemented from time to time,
the "Offer to Purchase") and the related Notice of Guaranteed Delivery
attached to the Offer to Purchase (as may be amended or supplemented
from time to time, 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
applicable "Tender Offer Consideration" for each $1,000 principal amount
of Notes validly tendered and not validly withdrawn and accepted for
purchase pursuant to the Offer was determined in the manner described in
the Offer Documents by reference to the applicable fixed spread for
such Notes specified in the table below plus the yield based on the
bid-side price of the applicable U.S. Treasury Reference Security
specified in the table below, as determined by the Dealer Manager (as
defined below) at 2:00 p.m., New York City time, on September 24, 2019.
Certain information regarding the Notes and the pricing for the Offer is set forth in the table below.
|
Title of
Security |
CUSIP
Numbers |
Aggregate
Principal Amount Outstanding |
U.S. Treasury
Reference Security |
Bloomberg
Reference Page |
Reference
U.S. Treasury Security Yield |
Fixed Spread
|
Consideration
|
|
3.000% Senior Notes due 2020
|
806851AC5 / U8066LAC8
|
$1,198,732,000
|
1.875% U.S. Treasury Notes due December 15, 2020
|
PX4
|
1.793%
|
25 bps
|
$1,011.58
|
|
3.625% Senior Notes due 2022
|
806851AE1 / U8066LAD6
|
$616,522,000
|
1.500% U.S. Treasury Notes due September 15, 2022
|
PX1
|
1.546%
|
35 bps
|
$1,051.27
|
Holders must
validly tender (and not validly withdraw) their Notes, 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 applicable 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 Settlement Date (as defined in
the Offer to Purchase) for the applicable Notes. SHC expects the
Settlement Date to occur on September 27, 2019, the third business day
after the Expiration Time.
The Offer
will expire today on September 24, 2019 at 5:00 p.m., New York City time
(such time and date, as it may be extended, the "Expiration Time"),
unless extended or earlier terminated by SHC. 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.
SHC's
obligation to accept for purchase and to pay for Notes validly tendered
and not validly withdrawn pursuant to the Offer is subject to the
satisfaction or waiver, in SHC'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.
SHC has
retained D.F. King & Co., Inc. ("D.F. King") as the tender agent and
information agent for the Offer. SHC has retained Goldman Sachs &
Co. LLC as the dealer manager (the “Dealer Manager”) for the Offer.
Holders who
would like additional copies of the Offer Documents may call D.F. King
at (866) 530-8635 or email at slb@dfking.com. Copies of the Offer to
Purchase and the Notice of Guaranteed Delivery are also available at the
following website: www.dfking.com/slb.
Questions regarding the terms of the Offer should be directed to
Goldman Sachs & Co. LLC at 200 West Street, New York, NY 10282,
telephone (800) 828-3182 (toll-free), (212) 902-6351 (collect), Attn:
Liability Management.
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 SHC by the Dealer
Manager or one or more registered brokers or dealers that are licensed
under the laws of such jurisdiction.
Cautionary Note Regarding Forward-Looking Statements
This press
release contains “forward-looking statements” within the meaning of the
federal securities laws — that is, statements about the future, not
about past events. Such statements often contain words such as “expect,”
“may,” “believe,” “plan,” “estimate,” “intend,” “anticipate,” “should,”
“could,” “will,” “see,” “likely,” and other similar words.
Forward-looking statements address matters that are, to varying degrees,
uncertain, such as statements regarding the terms and timing for
completion of the Offer, including the acceptance for purchase of any
Notes validly tendered and the expected Expiration Time and Settlement
Date thereof. Schlumberger and SHC cannot give any assurance that such
statements will prove correct. These statements are subject to, among
other things, the risks and uncertainties detailed in Schlumberger’s
most recent Forms 10-K, 10-Q, and 8-K filed with or furnished to the
Securities and Exchange Commission. Actual outcomes may vary materially
from those reflected in Schlumberger’s forward-looking statements. The
forward-looking statements speak only as of the date made, and
Schlumberger disclaims any intention or obligation to update publicly or
revise such statements, whether as a result of new information, future
events or otherwise.
View source version on businesswire.com: https://www.businesswire.com/news/home/20190924006032/en/
Contacts
Simon Farrant – Vice President of Investor Relations, Schlumberger Limited
Joy V. Domingo – Director of Investor Relations, Schlumberger Limited
Office +1 (713) 375-3535
investor-relations@slb.com
