(BUSINESS
WIRE)-- Schlumberger Limited (“Schlumberger”) today announced that
Schlumberger Investment SA, an indirect wholly-owned subsidiary of Schlumberger
(“SISA”), has priced the previously announced cash tender offer for any and all
of SISA’s outstanding 3.300% Senior Notes due 2021 (the “Notes”), on the terms
and subject to the conditions set forth in the Offer to Purchase dated June 17,
2020 (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 as the “Offer.” The
Offer to Purchase and the Notice of Guaranteed Delivery are referred to together
as the “Offer Documents.”
The
“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tendered and not validly withdrawn and accepted for purchase pursuant to the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 fixed spread for the Notes specified in the table below plus
the yield based on the bid-side price of the U.S. Treasury Reference Security
specified in the table below, as determined by the dealer managers at 2:00
p.m., New York City time, on June 23, 2020.
Certain
information regarding the Notes and the pricing for the Offer is set forth in
the table below.
|
Title
of
Security |
CUSIP
Numbers |
Principal
Amount Outstanding |
U.S.
Treasury
Reference Security |
Bloomberg
Reference Page |
Reference
U.S. Treasury Security Yield |
Fixed
Spread
|
Consideration
|
|
3.300%
Senior Notes due 2021 |
806854AB1
/ US806854AB12
L81445AB1
/ USL81445AB10
|
$1,600,000,000
|
0.125%
U.S.
Treasury Notes
due
May 31, 2022
|
PX1
|
0.192%
|
40
bps
|
$1,026.06
|
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 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 Notes. SISA expects the Settlement
Date to occur on June 26, 2020, the third business day after the Expiration
Time.
The
Offer will expire today on June 23, 2020 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 SISA. 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.
SISA’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 SISA’s discretion, of certain conditions, which are set forth in the
Offer to Purchase. The complete terms and conditions of the Offer are set forth
in the Offer Documents. In addition, SISA explicitly reserves the right, in its
sole discretion, to amend, extend or, upon the failure of any condition
described in the Offer to Purchase to be satisfied or waived, to terminate the
Offer at any time at or prior to the Expiration Time. Holders of the Notes are
urged to read the Offer Documents carefully.
SISA
has retained D.F. King & Co., Inc. (“D.F. King”) as the tender agent and
information agent for the Offer. SISA has also retained Goldman Sachs & Co.
LLC and J.P. Morgan Securities LLC as dealer managers and Standard Chartered
Bank and UniCredit Capital Markets LLC as co-dealer managers for the Offer.
Holders
who would like additional copies of the Offer Documents may call or email D.F.
King at (800) 549-6697 or slb@dfking.com. Copies of the Offer to
Purchase and the Notice of Guaranteed Delivery are also available at 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 (212) 902-6351 (collect), (800)
828-3182 (toll-free), Attn: Liability Management; or to J.P. Morgan Securities
LLC at 383 Madison Avenue, New York, NY 10179, telephone (212) 834-3424
(collect), (866) 834-4666 (toll-free), Attn: Liability Management Group.
This
press release does not constitute an offer to buy or a solicitation of an offer
to sell any Notes. The Offer is being made solely through 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
SISA by a dealer manager or one or more registered brokers or dealers that are
licensed under the laws of such jurisdiction.
Cautionary Statement 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 SISA 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 of this press release, and both Schlumberger and SISA
disclaim any intention or obligation to update publicly or revise such
statements, whether as a result of new information, future events or otherwise.
Contacts
Simon Farrant – Vice President of Investor Relations,
Schlumberger Limited
Joy V. Domingo – Director of Investor Relations, Schlumberger Limited
Joy V. Domingo – Director of Investor Relations, Schlumberger Limited
Office +1 (713) 375-3535
investor-relations@slb.com
investor-relations@slb.com
