Schlumberger Announces Pricing of Tender Offer for Any & All of Schlumberger Investment SA’s Outstanding 3.300% Senior Note...
June 23 2020 - 3:13PM
Business Wire
Regulatory News:
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withdrawn and accepted for purchase pursuant to the Offer was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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200623005846/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
Schlumberger (NYSE:SLB)
Historical Stock Chart
From Aug 2024 to Sep 2024
Schlumberger (NYSE:SLB)
Historical Stock Chart
From Sep 2023 to Sep 2024