Regulatory News:
Schlumberger Limited (“Schlumberger”) today announced that
Schlumberger Investment SA, an indirect wholly-owned subsidiary of
Schlumberger (“SISA”), has commenced a cash tender offer for any
and all of its 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 the date hereof (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”). As of June 17, 2020, there was
$1,600,000,000 aggregate principal amount of Notes outstanding. 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.”
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
Fixed Spread
3.300% Senior Notes due 2021
806854AB1 / USL81445AB10
$1,600,000,000
0.125% U.S. Treasury Notes due
May 31, 2022
PX1
40 bps
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 (as defined below). 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 at 5:00 p.m., New York City time, on June
23, 2020 (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The Notes tendered may be withdrawn at any time at or before the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validly tendered and not validly withdrawn pursuant to the Offer is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.
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 will be determined in
the manner described in the Offer Documents by reference to the
fixed spread for the Notes specified in the table above plus the
yield based on the bid-side price of the U.S. Treasury Reference
Security specified in the table above at 2:00 p.m., New York City
time, on June 23, 2020, unless extended.
SISA has retained D.F. King & Co., Inc. (“D.F. King”) as the
tender agent and information agent for the Offer. SISA has 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 (each, a “Dealer Manager”) 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 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 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, and the consideration of the Offer. 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 made, 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200617005389/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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