Schlumberger Announces Expiration of Tender Offer for Any & All of Schlumberger Holdings Corporation’s Outstanding 3.000% S...
September 25 2019 - 8:02AM
Business Wire
Schlumberger Limited (“Schlumberger”) today announced the
expiration of the previously announced cash tender offer by
Schlumberger Holdings Corporation, an indirect wholly-owned
subsidiary of Schlumberger (“SHC”), 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 (the “Offer to Purchase”) and the related Notice of Guaranteed
Delivery attached to the Offer to Purchase (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 Offer expired at 5:00 p.m., New York City time, on
September 24, 2019 (the “Expiration Time”). As of the Expiration
Time, valid tenders had been received (and not withdrawn) in the
amounts set forth in the table below.
Title of Security
CUSIP Numbers
Aggregate Principal Amount
Outstanding
Aggregate Principal Amount
Tendered(1)
Percentage of Outstanding
Amount Tendered(1)
3.000% Senior Notes due 2020
806851AC5 / U8066LAC8
$1,198,732,000
$781,358,000
65.18%
3.625% Senior Notes due 2022
806851AE1 / U8066LAD6
$616,522,000
$321,149,000
52.09%
(1) Excludes Notes tendered through the
guaranteed delivery procedures set forth in the Offer to
Purchase.
SHC expects to accept for purchase all Notes validly tendered
and not validly withdrawn in the Offer, including Notes tendered in
accordance with the guaranteed delivery procedures set forth in the
Offer to Purchase. Payment for the Notes purchased pursuant to the
Offer is intended to be made on September 27, 2019 (the “Settlement
Date”).
The applicable “Tender Offer Consideration” will be $1,011.58
for each $1,000 principal amount of 2020 Notes and $1,051.27 for
each $1,000 principal amount of 2022 Notes, plus accrued and unpaid
interest to, but not including, the Settlement Date, payable on the
Settlement Date.
The Offer was made pursuant to the Offer to Purchase and the
Notice of Guaranteed Delivery. D.F. King & Co., Inc. acted as
the tender agent and information agent for the Offer and Goldman
Sachs & Co. LLC acted as the dealer manager for the Offer.
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 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20190925005499/en/
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
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