DESCRIPTION OF THE NOTES
Schlumberger Finance Canada Ltd. (the Company) is offering U.S.$500,000,000 principal amount of its 1.400% Senior Notes due 2025
(the Notes). The Notes are to be issued under a base indenture to be dated as of the closing date of this offering (the Base Indenture), as supplemented by a supplemental indenture to be dated as of the closing date of this
offering (the Base Indenture as so supplemented, the Indenture), among the Company, Schlumberger Limited, as guarantor (the Guarantor), and The Bank of New York Mellon, as trustee (the Trustee). When we refer to
the Indenture, we are referring to such Base Indenture, as so supplemented, unless the context requires otherwise. The Guarantor will fully and unconditionally guarantee the Notes under a guarantee contained in the Indenture (the
Guarantee). The terms of the Notes include those stated in the Indenture. A form of the Base Indenture is filed as an exhibit to the registration statement of which this prospectus supplement and the accompanying prospectus are a part.
The Indenture will not limit the amount of debt that may be issued thereunder. The Company may issue debt securities from time to time
under the Indenture in separate series (each, a series), each up to the aggregate principal amount authorized by the Company for such series. The Notes will constitute a single series of debt securities under the Indenture.
As used in this Description of the Notes, the terms we, us and our and similar expressions
refer to the Company; and the terms Guarantor and Schlumberger Limited refer to our parent company, Schlumberger Limited, and not to any of its subsidiaries, in each case unless otherwise stated or the context otherwise
requires.
The following description is a summary of the material provisions of the Indenture. It does not restate the Indenture in its
entirety. We urge you to read the Indenture because it, and not this description, defines your rights as holders of the Notes. Certain defined terms used in this description but not defined below have the meanings assigned to them in the Indenture.
The registered holder of a Note will be treated as the owner of it for all purposes. Only registered holders will have rights under the
Indenture.
General
The Notes are
initially issuable in an aggregate principal amount of U.S.$500,000,000 and will mature on September 17, 2025. Interest on the Notes will be payable in U.S. dollars at the office of the Paying Agent in the Borough of Manhattan, the City of New York,
New York, or, at the Companys option, by check mailed to the address of the registered holder or, with respect to any global Note or upon application by the holder of a definitive, non-global Note to the
specified office of any Paying Agent not less than 15 days before the due date of any payment, by wire transfer to a U.S. dollar account. Interest will be calculated on the basis of a 360-day year consisting
of twelve 30-day months. At final maturity, 100% of the principal amount of the Notes then maturing will be due and payable, plus accrued and unpaid interest to the applicable maturity date.
The Company may create and issue additional Notes under the Indenture with the same terms as the Notes offered hereby (other than the date of
issuance and in certain circumstances the date from which interest thereon will begin to accrue). The Notes issued by the Company and any additional Notes subsequently issued by the Company under the Indenture will be treated as a single class for
all purposes under the Indenture, including, without limitation, waivers, amendments and redemptions. See Further Issuances.
The Notes will be issued only in registered form without interest coupons, in minimum denominations of U.S.$2,000 and in integral multiples of
U.S.$1,000 in excess thereof.
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The Notes will bear interest at 1.400% per annum. Interest on the Notes will accrue from
September 18, 2020 and will be payable by the Company on March 17 and September 17 of each year, beginning on March 17, 2021 to the person in whose name such Note is registered, subject to certain exceptions as provided in the Indenture, at the
close of business on the March 2 and September 2 immediately preceding such interest payment date (whether or not a business day).
The
Notes are not subject to any mandatory redemption or any sinking fund provision.
Guarantee
Schlumberger Limited will fully and unconditionally guarantee the due and punctual payment of the principal of, and any premium and interest
on, the Notes, and all other amounts payable under the Indenture when and as they become due and payable, whether at maturity, upon acceleration, by call for redemption, repayment or otherwise in accordance with the terms of the Indenture. The Notes
will not be guaranteed by any of the Guarantors subsidiaries.
Schlumberger Limited will:
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agree that, if an Event of Default occurs under any of the Notes, its obligations under the Guarantee will be
absolute and unconditional and will be enforceable irrespective of any invalidity, irregularity or unenforceability of the Indenture or any supplement thereto; and
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waive its right to require the Trustee or the holders of any of the Notes to pursue or exhaust their legal or
equitable remedies against the Company before exercising their rights under the Guarantee.
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Ranking of the Notes and the Guarantee
The Notes will be:
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senior unsecured obligations of the Company and will rank equally and ratably with all of the Companys
other unsecured and unsubordinated indebtedness; and
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guaranteed on a senior unsecured basis by the Guarantor, which Guarantee will rank equally and ratably with all
other unsecured and unsubordinated indebtedness of the Guarantor.
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Additional Amounts
All payments made by the Company under or with respect to the Notes, or by the Guarantor with respect to its Guarantee, will be made free and
clear of and without withholding or deduction for, or on account of, any present or future tax, duty, levy, assessment or other governmental charge, including any related interest, penalties or additions to tax (Taxes) unless the
withholding or deduction of such Taxes is then required by law or by interpretation or administration of law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction in which
the Company (or a successor), or the Guarantor (or a successor), is then incorporated, organized or resident for tax purposes or any political subdivision thereof or therein (each, a Relevant Tax Jurisdiction) or (2) any
jurisdiction from or through which payment is made or deemed made by or on behalf of the Company, or the Guarantor (including the jurisdiction of any Paying Agent for the Notes) or any political subdivision thereof or therein (each, together with
each Relevant Tax Jurisdiction, a Tax Jurisdiction) will at any time be required to be made from any payments made or deemed made by or on behalf of the Company under or with respect to the Notes, as applicable, or the Guarantor under or
with respect to its Guarantee, including payments of principal, redemption price, interest or premium, the Company or the Guarantor, as applicable, will pay such additional amounts (the Additional Amounts) as may be necessary in order
that the net amounts received in respect of such payments by each beneficial owner of the Notes after such
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withholding, deduction or imposition (including any such withholding, deduction or imposition from such Additional Amounts) will equal the respective amounts that would have been received in
respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts will be payable with respect to:
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(1)
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any Taxes, to the extent such Taxes would not have been imposed but for the existence of any actual or deemed
present or former connection between the holder or the beneficial owner of such Notes or Guarantees, as applicable, and the applicable Tax Jurisdiction (including, without limitation, being or having been a national, resident or citizen of, being or
having been engaged in a trade or business in, being or having been physically present in, or having or having had a permanent establishment in, such jurisdiction for Tax purposes), other than the holding of such Note, the enforcement of rights
under such Note or under the Guarantee or the receipt of any payments in respect of such Note or Guarantee;
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(2)
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any Taxes, to the extent such Taxes were imposed as a result of the presentation of such Note for payment
(where presentation is required) more than 30 days after the relevant payment is first made available for payment to the holder (except to the extent that the holder would have been entitled to Additional Amounts had such Note been presented on the
last day of such 30-day period);
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(3)
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any estate, inheritance, gift, sales, transfer, personal property or similar Taxes;
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(4)
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any Tax imposed on or with respect to any payment by the Company or Guarantor to the holder if such holder is a
fiduciary, partnership, limited liability company or other person other than the sole beneficial owner of such payment to the extent that Taxes would not have been imposed on such payment had such holder been the sole beneficial owner of such Note;
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(5)
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Taxes imposed on or with respect to a payment made to a holder of such Note who would have been able to avoid
such withholding or deduction by presenting such Note (where presentation is required) to another paying agent;
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(6)
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any Taxes payable other than by deduction or withholding from payments under, or with respect to, such Notes or
the Guarantee;
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(7)
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any Taxes to the extent such Taxes are imposed or withheld by reason of the failure of the holder or beneficial
owner of such Note to comply with any written request of the Company or the Guarantor addressed to the holder to satisfy any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation
or administrative practice of the applicable Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the applicable Tax Jurisdiction (including, without limitation, a
certification that the holder or beneficial owner is not resident in such Tax Jurisdiction), but in each case, only to the extent the holder or beneficial owner is legally entitled to provide such certification or documentation;
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(8)
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any Canadian withholding Taxes applicable to a payment made to any holder or beneficial owner of the Notes with
which the Company, the Guarantor or a transferee of the Notes do not deal at arms length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment;
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(9)
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any Canadian withholding Taxes imposed on a payment under or with respect to the Notes or the Guarantee that is
deemed under subsection 214(6) of the Income Tax Act (Canada) to be a dividend; or
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(10)
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any combination of items (1) through (9) above.
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The Company and the Guarantor, jointly and severally, will indemnify and hold harmless the
holders and beneficial owners of the Notes, and, upon written request of any holder or beneficial owner, reimburse such holder or beneficial owner for the amount of (i) any Taxes levied or imposed under the laws of Canada or any political
subdivision thereof (Canadian Taxes) and payable by such holder or beneficial owner in connection with payments made under or with respect to the Notes held by such holder or beneficial owner or under the Guarantee (including, for
greater certainty, any Taxes payable under Section 803 of the regulations under the Income Tax Act (Canada)); and (ii) any Canadian Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this
clause (ii), so that the net amount received by such holder or beneficial owner after such reimbursement will not be less than the net amount such holder or beneficial owner would have received if the Canadian Taxes giving rise to the reimbursement
described in clauses (i) and/or (ii) had not been imposed; provided, however, that the indemnification or reimbursement obligations provided for in this paragraph will not extend to Canadian Taxes (a) for which the applicable holder
or beneficial owner would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (1) through (5) and (7) through (9) above (or any combination thereof) if the Company or the Guarantor had been
required to withhold from such payments, (b) to the extent such holder or beneficial owner received Additional Amounts with respect to such payments or (c) to the extent any such Canadian Taxes are computed by reference to such holder or
beneficial owners net income, revenue, profits or capital.
In addition to the foregoing, the Company and the Guarantor, as the case
may be, will also pay and indemnify each beneficial owner for any present or future stamp, issue, registration, court or documentary Taxes, or any other excise or property Taxes, charges or similar levies (including penalties, interest and any other
reasonable expenses related thereto) which are levied by an applicable Tax Jurisdiction on the execution, delivery, issuance, or registration of the Notes, or the Indenture, Guarantee or any other document or instrument referred to therein.
If the Company or the Guarantor, as the case may be, becomes aware that it will be obligated to pay Additional Amounts with respect to any
payment under or with respect to the Notes, or the Guarantee, the Company or the Guarantor, as the case may be, will deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional
Amounts arises fewer than 45 days prior to that payment date, in which case the Company or Guarantor will notify the Trustee promptly thereafter but no later than the business day prior to the relevant payment date) an Officers Certificate
stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officers Certificate(s) must also set forth any other information reasonably necessary to enable the Paying Agents to pay such Additional
Amounts to holders on the relevant payment date. The Trustee will be entitled to rely solely on such Officers Certificate as conclusive proof that such payments are necessary.
The Company or the Guarantor, as the case may be, will make all withholdings and deductions required by law in respect of the Notes, and will
remit the full amount deducted or withheld to the applicable Tax authority in accordance with applicable law. The Company or the Guarantor will use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any
Taxes so deducted or withheld.
Upon reasonable written request, the Company or the Guarantor will furnish to the Trustee (or to a holder
or beneficial owner upon written request), within a reasonable time after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Company or Guarantor, as the case may be, or if,
notwithstanding such entitys efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to the Trustee) by such entity.
Whenever in the Indenture or in this Description of the Notes there is mentioned, in any context, the payment of amounts based
upon the principal amount of the Notes or of principal, interest or of any other amount payable under, or with respect to, any of the Notes or the Guarantee, such mention will be deemed to include mention of the payment of Additional Amounts to the
extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.
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The above obligations will survive any termination, defeasance or discharge of the Indenture, any
transfer by a holder or beneficial owner of the Notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor person to the Company or the Guarantor is incorporated, organized or resident for tax purposes or any jurisdiction
from or through which payment is made by or on behalf of such person on the Notes (or the Guarantee) and any political subdivision thereof or therein.
Notwithstanding any provision herein or in the Indenture, the Notes or the Guarantee to the contrary, none of the Trustee, the Registrar, any
transfer agent or any Paying Agent will be required to determine the identity of a beneficial owner or be liable for any determination thereof by the Company or the Guarantor.
Optional Redemption
Prior to August 17,
2025 (one month prior to their maturity date), the Notes may be redeemed in whole at any time or in part from time to time, at the Companys option, at a redemption price equal to the greater of:
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100% of the principal amount of such Notes then outstanding, and
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the sum of the present values of the remaining scheduled payments of principal and interest on such Notes to be
redeemed that would have been payable in respect of such Notes calculated as if the maturity date of such Notes was August 17, 2025 (one month prior to their maturity date) (not including any portion of such payments of interest accrued to the date
of redemption) discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable treasury rate
plus 20 basis points, plus accrued and unpaid interest on the principal amount being redeemed to (but not including) the redemption date.
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treasury rate means, with respect to any redemption date:
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the yield, under the heading which represents the average for the immediately preceding week, appearing in the
most recently published statistical release designated H.15(519) or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded U.S. Treasury
securities adjusted to constant maturity under the caption Treasury Constant Maturities, for the maturity corresponding to the comparable treasury issue (if no maturity is within three months before or after the remaining life (as
defined below), yields for the two published maturities most closely corresponding to the comparable treasury issue will be determined and the treasury rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to
the nearest month), or
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if such release (or any successor release) is not published during the week preceding the calculation date or
does not contain such yields, the rate per annum equal to the semiannual equivalent yield to maturity of the comparable treasury issue, calculated using a price for the comparable treasury issue (expressed as a percentage of its principal amount)
equal to the comparable treasury price for such redemption date.
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The treasury rate will be calculated on the third
business day preceding the redemption date.
Notwithstanding the foregoing, beginning on August 17, 2025 (one month prior to their
maturity date), the Notes are redeemable at the Companys option, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus in each case accrued and unpaid
interest on the principal amount being redeemed to (but not including) the redemption date.
comparable treasury issue means
the U.S. Treasury security selected by an independent investment banker as having an actual or interpolated maturity comparable to the remaining term (remaining life) of the
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Notes to be redeemed (assuming that such Notes to be redeemed matured on August 17, 2025) that would be utilized, at the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes (assuming that such Notes matured on August 17, 2025).
comparable treasury price means (1) the average of four reference treasury dealer quotations for such redemption date, after
excluding the highest and lowest reference treasury dealer quotations, or (2) if the independent investment banker obtains fewer than four such reference treasury dealer quotations, the average of all such quotations.
independent investment banker means either BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities
LLC or Morgan Stanley & Co. LLC, or, if these firms are unwilling or unable to select the comparable treasury issue, an independent investment banking institution of national standing appointed by the Company.
reference treasury dealer means (1) BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and
Morgan Stanley & Co. LLC and their respective successors, provided, however, that if any of the foregoing shall cease to be a primary U.S. government securities dealer in New York City (a primary treasury dealer), the Company
will substitute therefor another primary treasury dealer, and (2) any other primary treasury dealer selected by the independent investment banker after consultation with the Company.
reference treasury dealer quotations means, with respect to each reference treasury dealer and any redemption date, the average,
as determined by the independent investment banker, of the bid and asked prices for the comparable treasury issue (expressed in each case as a percentage of its principal amount) quoted in writing to the independent investment banker at 5:00 p.m.,
New York City time, on the third business day preceding such redemption date.
For the avoidance of doubt, the Trustee shall have no
obligation to determine or calculate any rate, price or amount in respect of any optional redemption under the Indenture.
Redemption Upon Changes in
Tax Law
The Company or the Guarantor may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not
less than 10 nor more than 60 days prior notice to the holders of such Notes (which notice will be irrevocable), at a redemption price equal to 100% of the aggregate principal amount thereof, together with accrued and unpaid interest, if any,
to (but not including) the date fixed by the Company or the Guarantor, as applicable, for redemption (a Tax Redemption Date) and all Additional Amounts (if any) then due and which will become due on the Tax Redemption Date as a result of
the redemption or otherwise (subject to the right of holders of such Notes on the relevant record date to receive interest due on the relevant interest payment date and Additional Amounts (if any) in respect thereof), if on the next date on which
any amount would be payable in respect of such Notes, the Company or the Guarantor, as applicable, is or would be required to pay Additional Amounts, and the Company or Guarantor cannot avoid any such payment obligation by taking reasonable measures
available to it (for avoidance of doubt, in the case of the Guarantor, by causing the payment to be made by the Company), and the requirement arises as a result of:
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(1)
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any amendment to, or change in, or change in the enforcement or interpretation of, the laws (or any regulations
or rulings promulgated thereunder) of a Relevant Tax Jurisdiction which change or amendment becomes effective on or after the date of original issuance of the Notes (the Issue Date) (or, if the applicable Relevant Tax Jurisdiction became
a Relevant Tax Jurisdiction on a date after the Issue Date, such later date), or
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(2)
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any amendment to, or change in, an official interpretation or application of such laws, regulations or rulings
(including by virtue of a holding, judgment, order by a court of competent jurisdiction, action taken by any legislative body or taxing authority or change in published administrative practice) which amendment or change becomes effective on or after
the Issue Date (or, if the applicable Relevant Tax Jurisdiction became a Relevant Tax Jurisdiction on a date after the Issue Date, such later date).
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Neither the Company nor the Guarantor, as applicable, will give any such notice of redemption earlier than 90 days prior to the earliest date
on which the Company or the Guarantor, as applicable, would be obligated to make such payment or withholding if a payment in respect of the Notes was then due, and the obligation to pay Additional Amounts must be in effect at the time such notice is
given. Prior to the giving of any notice of redemption of the Notes pursuant to the foregoing, the Company or the Guarantor, as applicable, will deliver to the Trustee an opinion of independent tax counsel to the effect that there has been such
amendment or change which would entitle the Company or the Guarantor to redeem such Notes hereunder. In addition, before the Company or the Guarantor, as applicable, gives notice of redemption of such Notes as described above, it will deliver to the
Trustee an Officers Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Company or the Guarantor, as applicable, taking reasonable measures available to it.
The Trustee will accept and will be entitled to rely on such Officers Certificate and opinion of counsel as sufficient evidence of the
existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the holders of the Notes.
The foregoing will also apply mutatis mutandis to any jurisdiction in which any successor person to the Company or the Guarantor is
incorporated, organized, or resident for tax purposes or any jurisdiction from or through which payment is made by or on behalf of such person on the Notes or the Guarantee, and any political subdivision thereof or therein.
Selection and Notice
If fewer than all
of the Notes are to be redeemed at any time, the Trustee will select Notes in definitive, non-global form for redemption on a pro rata basis (or, in the case of Notes issued in global form as discussed under
Book-Entry, Delivery and Form, such Notes to be redeemed will be selected in accordance with the procedures of the depository therefor) unless otherwise required by law or applicable stock exchange.
No Notes in principal amount of U.S.$2,000 or less can be redeemed in part. Notices of redemption will be given at least 10 but not more than
60 days before the redemption date to each holder of Notes to be redeemed, except that redemption notices may be given more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a
satisfaction and discharge of the Indenture.
If any Note is to be redeemed in part only, the notice of redemption that relates to that
Note will state the portion of the principal amount of that Note that is to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the holder of Notes upon cancellation of the
original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of Notes called for redemption unless the Company or the Guarantor defaults in
payment of the redemption price.
The Trustee will not be liable for selections made as contemplated in this section. Notices to holders
of definitive, non-global Notes will be mailed to them at their registered addresses. For Notes which are represented by global Notes held on behalf of The Depository Trust Company (DTC), Euroclear
Bank S.A./ N.V., as operator of the Euroclear System (Euroclear) and Clearstream Banking S.A. (Clearstream), notices may be given by delivery of the relevant notices to DTC, Euroclear or Clearstream for communication to
entitled account holders in substitution for the aforesaid mailing.
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Certain Covenants
Other than the restrictions on liens described below, the Indenture and the Notes will not contain any covenants or other provisions designed
to protect holders of the Notes in the event of a highly leveraged transaction. The Indenture and the Notes also will not contain provisions that give holders of the Notes the right to require the Company or the Guarantor to repurchase any Notes in
the event of a decline in credit rating resulting from a takeover, recapitalization or similar restructuring or otherwise. The Indenture governing the Notes will not obligate us to provide, and we do not intend to provide, holders of the Notes with
financial statements of the Company that are separate from the Guarantors.
Limitation on Liens
The Guarantor will not, and will not permit any of its subsidiaries to, incur, issue, assume or guarantee any notes, bonds, debentures or
other similar evidences of indebtedness for money borrowed, secured by a mortgage on any restricted property, or on any shares of stock, ownership interests in, or indebtedness of a restricted subsidiary, without effectively providing concurrently
with the incurrence, issuance, assumption or guarantee of such secured indebtedness that the Notes (together with, if the Company or the Guarantor so determine, any of its other indebtedness or the indebtedness of any such restricted subsidiary then
existing or thereafter created ranking on a parity with the Notes or Guarantee) will be secured equally and ratably with (or prior to) such secured indebtedness, so long as such secured indebtedness shall be so secured, unless, after giving effect
thereto, the aggregate amount of all such secured indebtedness (excluding any indebtedness secured by mortgages of the types referred to in clauses (1) through (10) below) would not exceed 20% of consolidated net worth as shown on the
Guarantors most recent consolidated quarterly financial statements; provided, however, that these provisions will not apply to:
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(1)
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mortgages existing on the date of original issuance of the Notes;
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(2)
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mortgages on property or assets of, or on any shares of stock, ownership interests in or indebtedness of, any
person existing at the time such person becomes a subsidiary (including a restricted subsidiary) of the Company or the Guarantor;
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(3)
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mortgages on property or assets existing at the time of acquisition thereof (including acquisition through
merger or consolidation) or to secure the payment of all or any part of the purchase price or cost of construction, development, expansion or improvement thereof or to secure any indebtedness incurred prior to, at the time of, or within 12 months
after, the acquisition or completion of construction, development, expansion or improvement of such property or assets or its commencement of commercial operations for the purpose of financing all or any part of the purchase price or cost of
construction, development, expansion or improvement thereof;
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(4)
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mortgages in favor of the Company, the Guarantor or any other subsidiary of the Guarantor;
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(5)
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the mortgage of any of the Guarantors property or assets or any property or assets of any of its
restricted subsidiaries in favor of the United States of America, Canada, or any other sovereign entity, or any state, province or other political subdivision thereof, or any entity, department, agency, instrumentality or comparable authority
thereof, to secure partial, progress, advance or other payments pursuant to the provisions of any contract, statute, law, rule or regulation;
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(6)
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the mortgage of any property or assets to secure indebtedness of the pollution control, industrial revenue or
other revenue bond type;
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(7)
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mortgages incurred or deposits made (including mortgages and deposits securing letters of credit or similar
financial assurance) to secure the performance of or in connection with bids, tenders,
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statutory, governmental or private contractual or other obligations, surety, performance, completion, appeal or similar bonds, leases, return-of-money bonds and other obligations similar to any of the foregoing, in each case in the ordinary course of business;
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(8)
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mortgages arising by operation of law, including but not limited to mortgages for taxes, assessments or similar
charges that are not yet due or the validity of which is being contested in good faith by appropriate proceedings;
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(9)
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mortgages created in connection with the acquisition of property or assets, or a project financed with, non-recourse debt; and
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(10)
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any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in
part, of any mortgage referred to in the foregoing clauses, inclusive; provided, that such extension, renewal or replacement mortgage will be limited to all or a part of the same property or assets that secured the mortgage extended, renewed or
replaced, plus improvements on such property or assets.
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The foregoing covenant and certain other provisions of the
Indenture use the following defined terms.
capital stock means (a) in the case of a corporation, corporate stock or
shares in the capital of the corporation; (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (c) in the case of a
partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and (d) any other interest or participation that confers on a person the right to receive a share of the profits and losses
of, or distributions of assets of, the issuing person, but excluding from all of the foregoing any debt securities convertible into capital stock, whether or not such debt securities include any right of participation with capital stock.
consolidated net worth means the amount of total stockholders equity shown in the Guarantors most recent quarterly
consolidated statement of financial position.
mortgage means and includes any mortgage, pledge, lien, security interest,
conditional sale or other title retention agreement or other similar encumbrance.
non-recourse debt means indebtedness as to which (a) none of the Company, the
Guarantor and its subsidiaries (x) provides credit support of any kind or (y) is directly or indirectly liable as a guarantor or otherwise and (b) as to which the lenders have been notified in writing that they will not have any
recourse to the stock or assets of the Company, the Guarantor or any of its other subsidiaries.
person means any individual,
corporation, partnership, limited liability company, association, joint venture, trust, joint stock company or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.
restricted property means any real property, manufacturing plant, warehouse, office building or other physical facility, or any
item of marine, transportation or construction equipment or other like depreciable assets of the Guarantor or any of its restricted subsidiaries, whether owned on or acquired after the Issue Date, unless, in the opinion of the board of directors of
the Guarantor, such plant or facility or other asset is not of material importance to the total business conducted by the Guarantor and its restricted subsidiaries taken as a whole.
restricted subsidiary means any subsidiary of the Guarantor which owns a restricted property.
subsidiary means, with respect to any specified person, (a) any corporation, association or other business entity of which
more than 50% of the total voting power of shares of capital stock entitled (without
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regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders agreement that effectively transfers voting power) to vote in the election of
directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that person or one or more of the other subsidiaries of that person (or a combination thereof);
and (b) any partnership or limited liability company of which (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or
controlled, directly or indirectly, by such person or one or more of the other subsidiaries of that person or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise, and (y) such
person or any subsidiary of such person is a controlling general partner or otherwise controls such entity.
Consolidation, Amalgamation, Merger and
Sale of Assets
Neither the Company nor the Guarantor may consolidate, amalgamate or merge with or into any other person or transfer
or lease all or substantially all of its assets to any person unless any successor or purchaser (if the Company or the Guarantor, as applicable, is not the surviving entity) expressly assumes its obligations under the Indenture and the Notes or the
Guarantee, as applicable, by an indenture supplemental to the Indenture to which the Company or the Guarantor is a party, and immediately after which, no Event of Default, and no event which, after notice or lapse of time, or both, would become an
Event of Default, shall have happened and be continuing. An Officers Certificate and an opinion of counsel will be delivered to the Trustee, which will serve as conclusive evidence of compliance with these provisions.
It is possible that a merger, transfer, or other transaction could be treated for U.S. federal income tax purposes as a taxable exchange by
the beneficial owners of the Notes for new securities, which could result in beneficial owners of the Notes recognizing taxable gain or loss for U.S. federal income tax purposes. A merger, transfer, lease or other transaction could also have adverse
tax consequences to beneficial owners of the Notes under other tax laws to which the beneficial owners are subject.
Assumption by a Subsidiary
Any subsidiary of the Guarantor may, at its option, assume the obligations of the Company under the Indenture and the Notes, provided
that:
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such subsidiary expressly assumes such obligations in an assumption agreement or supplemental indenture duly
executed and delivered to the Trustee, and
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(b)
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immediately after giving effect to such assumption, no Event of Default and no event which, after notice or
lapse of time or both, would become an Event of Default, shall have occurred and be continuing.
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Upon any such
assumption, the person so assuming the Companys obligations under the Indenture and the Notes will succeed to, and be substituted for, and may exercise any right and power of, the Company under the Notes and the Indenture with the same effect
as if such person had been the issuer thereof, and the Company will be released from its liability as obligor under the Notes. An Officers Certificate and an opinion of counsel will be delivered to the Trustee, which will serve as conclusive
evidence of compliance with these provisions.
An assumption of the Companys obligations as the issuer of the Notes by a
subsidiary of the Guarantor may be treated for U.S. and Canadian federal income tax purposes as a taxable exchange of the Notes for new Notes issued by such subsidiary of the Guarantor. In that event, beneficial owners of such Notes may recognize
taxable gain for U.S. federal income tax purposes, generally in an amount equal to the excess (if any) of the issue price of the new Notes over their basis in the old Notes, as well as other possible adverse tax consequences. We do not
expect that a taxable exchange of the Notes for new Notes will generally have any adverse Canadian federal income tax consequences. Beneficial owners of Notes who are U.S. persons for
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U.S. federal income tax purposes should consult their tax advisors regarding the U.S. and Canadian federal, state, provincial and local, and any other relevant, income tax consequences of
an assumption of the Companys obligations as issuer of Notes by a subsidiary of the Guarantor.
Pursuant to the Indenture,
the Trustee will notify holders of an assumption of the Companys obligations as the issuer of the Notes by a subsidiary of the Guarantor. Upon an assumption, such subsidiary will be required under U.S. federal income tax law to determine
whether the old Notes or the new Notes are traded on an established market for purposes of determining the issue price of the new Notes for U.S. federal income tax purposes. If such subsidiary determines that either the old
Notes or the new Notes are traded on an established market, then it will make available to holders on the Guarantors website (www.slb.com) within 90 days after an assumption its determination that the old Notes or the new
Notes are traded on an established market for these purposes and the issue price of the new Notes. The information on or accessible through the Guarantors website is not incorporated herein by reference.
Events of Default
The following will be
Events of Default with respect to the Notes:
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the Companys failure to pay any interest on the Notes within 30 days after such interest becomes due and
payable;
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the Companys failure to pay principal of the Notes at maturity, or if applicable, the redemption price,
when the same become due and payable;
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the Companys failure to comply with any of its covenants or agreements in the Notes or the Indenture (other
than an agreement or covenant that the Company has included in the Indenture solely for the benefit of another series of debt securities that does not constitute part of the Notes) for 90 days after written notice by the Trustee or by the holders of
at least 25% in principal amount of all outstanding debt securities affected by that failure;
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except as permitted by the Indenture, the Guarantee of the Notes is held in any judicial proceeding to be
unenforceable or invalid or ceases for any reason to be in full force and effect, or the Guarantor, or any authorized person acting on behalf of the Guarantor, denies or disaffirms the Guarantors obligations under its Guarantee; and
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certain events involving bankruptcy, insolvency or reorganization of the Company or the Guarantor.
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A default under the Notes or another series of debt securities issued under the Indenture will not necessarily be a
default under another series of debt securities under the Indenture. The Trustee may withhold notice to the holders of the Notes issued under such Indenture of any default or Event of Default (except in any payment on the Notes) if the Trustee
considers it in the interest of the holders of such Notes to do so.
If an Event of Default for the Notes occurs and is continuing, the
Trustee or the holders of at least 25% in principal amount of such outstanding Notes may require the Company to pay immediately the principal amount plus accrued and unpaid interest on such Notes. If an Event of Default relating to certain events of
bankruptcy, insolvency or reorganization occurs with respect to the Company (or with respect to the Guarantor), the principal amount plus accrued and unpaid interest on the Notes (or in the case of the Guarantor, all Notes) will become immediately
due and payable without any action on the part of the Trustee or any holder. The holders of a majority in principal amount of such outstanding Notes may in some cases rescind this accelerated payment requirement.
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A holder of Notes may pursue any remedy under the Indenture applicable to such Notes only if:
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the holder gives the Trustee written notice of a continuing Event of Default for such Notes;
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the holders of at least 25% in principal amount of such outstanding Notes make a written request to the Trustee
to pursue the remedy;
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the holder furnishes to the Trustee indemnity or security reasonably satisfactory to the Trustee;
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the Trustee fails to act for a period of 60 days after receipt of notice and furnishing of indemnity; and
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during that 60-day period, the holders of a majority in principal amount
of such outstanding Notes do not give the Trustee a direction inconsistent with the request.
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This provision does not,
however, affect the right of a holder of Notes to sue for enforcement of any overdue payment with respect to such Notes.
In most cases,
holders of a majority in principal amount of the outstanding Notes issued by the Company (or of all outstanding debt securities under the Indenture affected, voting as one class) may direct the time, method and place of:
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conducting any proceeding for any remedy available to the Trustee with respect to such Notes; and
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exercising any trust or power conferred on the Trustee not relating to or arising under an Event of Default with
respect to such Notes.
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The Indenture requires the Company to file with the Trustee each year an Officers
Certificate as to its compliance with the covenants contained in the Indenture.
Modification and Waiver
Except as provided in the next two succeeding paragraphs, the Indenture or the Notes or Guarantee may be amended or supplemented, and waivers
may be obtained, with the consent of the holders of at least a majority in aggregate principal amount of the outstanding Notes (including, without limitation, additional Notes, if any) voting as a single class (including, without limitation,
consents obtained in connection with a tender offer or exchange offer for, or purchase of, such Notes), and any existing default or Event of Default (other than a default or Event of Default in the payment of the principal of, premium on, if any,
interest or Additional Amounts, if any, on, such Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Indenture or the Notes or Guarantee may be waived with the consent of
the holders of a majority in aggregate principal amount of the outstanding Notes (including, without limitation, additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer
or exchange offer for, or purchase of, such Notes) (other than in respect of a provision contained in the Indenture that cannot be modified or amended without the consent of the holder of each outstanding Note affected thereby).
Without the consent of each holder of Notes affected thereby, an amendment, supplement or waiver may not (with respect to any Notes held by a non-consenting holder):
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reduce the amount of Notes whose holders must consent to an amendment, supplement or waiver;
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reduce the rate of or change the time for payment of interest on the Notes;
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reduce the principal or change the stated maturity of the Notes;
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reduce any premium payable on the redemption of the Notes or change the time at which the Notes may or must be
redeemed;
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change any obligation to pay Additional Amounts on the Notes;
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make payments on the Notes payable in currency other than as originally stated in the Notes;
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impair the holders right to institute suit for the enforcement of any payment on the Notes;
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make any change in the percentage of aggregate principal amount of the Notes necessary to waive compliance with
certain provisions of the Indenture such Notes were issued under or to make any change in this provision for modification; or
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waive a continuing default or Event of Default regarding any payment on the Notes.
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Notwithstanding the preceding, without the consent of any holder of Notes, the Company, the Guarantor and the Trustee may amend or supplement
the Indenture, the Notes or Guarantee in certain circumstances, including:
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to cure any ambiguity, omission, defect or inconsistency;
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to provide for the assumption of the Companys or the Guarantors obligations under the Indenture, and
the Notes or the Guarantee, as applicable, by a successor upon any merger, amalgamation, consolidation or asset transfer in accordance with the requirements under Consolidation, Amalgamation, Merger and Sale of Assets or to provide
for the assumption of the Companys obligations under the Indenture and the Notes by a subsidiary of the Guarantor in accordance with the requirements under Assumption by a Subsidiary above;
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to provide for uncertificated Notes in addition to or in place of certificated Notes;
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to provide any security for or guarantees of the Notes or for the addition of an additional obligor on the Notes;
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to comply with any requirement to effect or maintain the qualification of the Indenture under the Trust Indenture
Act of 1939, as amended, if applicable;
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to add covenants that would benefit the holders of the outstanding Notes or to surrender any rights the Company
has under the Indenture;
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to change or eliminate any of the provisions of the Indenture, provided that any such change or elimination will
not become effective with respect to any outstanding Notes created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision;
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to provide for the issuance of and establish forms and terms and conditions of a new series of debt securities;
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to issue additional Notes; provided that such additional Notes have the same terms as, and will be deemed part of
the same series as, the Notes to the extent required under the Indenture;
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to evidence and provide for the acceptance and appointment of a successor trustee with respect to the Notes and
to add to or change any of the provisions of the Indenture as are necessary to provide for or facilitate the administration of the trust by more than one trustee;
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to add additional Events of Default with respect to the Notes; and
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to make any change that does not adversely affect any of the outstanding Notes in any material respect.
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The holders of a majority in principal amount of the outstanding Notes issued by the Company may waive any existing or
past default or Event of Default with respect to those Notes. Notwithstanding the foregoing, those holders may not, however, waive any default or Event of Default in any payment on any Note. It will not be necessary for the consent of the holders to
approve the particular form of any proposed supplement, amendment or waiver, but it will be sufficient if such consent approves the substance of it.
No Personal Liability of Directors, Officers, Employees, Stockholders and Certain Others
No director, officer, employee, incorporator or similar founder, stockholder or member of the Company or the Guarantor, as such, will have any
liability for any obligations of the Company or the Guarantor under the Notes, Indenture or Guarantee or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Notes by accepting a Note waives and
releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.
Defeasance
The term defeasance means
the discharge of the Company from some or all of its obligations under the Indenture. If the Company deposits with the Trustee funds or government obligations (as defined in the Indenture) sufficient to make payments on the Notes on the dates those
payments are due and payable, then, at the Companys option, either of the following will occur:
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it will be discharged from its obligations with respect to such Notes, except as described in the paragraph
immediately below (legal defeasance); or
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it will no longer have any obligation to comply with the restrictive covenants under the Indenture with respect
to the Notes, and the related Events of Default will no longer apply to the Company (covenant defeasance).
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We may exercise our legal defeasance option notwithstanding our prior exercise of our covenant defeasance option.
If we exercise our legal defeasance option with respect to the Notes, the Company and the Guarantor will be deemed to have paid and discharged
the entire indebtedness represented by the outstanding Notes and the Guarantee, and to have satisfied all other obligations under such Notes, the Guarantee and the Indenture, except as to (i) the Companys obligations to register the
transfer or exchange of the Notes, replace stolen, lost or mutilated Notes, pay Additional Amounts, maintain paying agencies, and hold moneys for payment in trust, and (ii) the obligation of the Company and the Guarantor to compensate and
indemnify the Trustee.
In the case of covenant defeasance, certain Events of Default (not including
non-payment, bankruptcy, receivership, rehabilitation and insolvency events) will no longer apply. Except as specified in the Indenture, however, the remainder of the Indenture and the Notes and the Guarantee
will be unaffected by the occurrence of covenant defeasance, and the Notes will continue to be deemed outstanding for all other purposes under the
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Indenture other than for the purposes of any direction, waiver, consent or declaration or act of holders (and the consequences of any thereof) in connection with any of the defeased covenants.
In addition to the other requirements, we will be required to deliver to the Trustee (i) an opinion of counsel or a tax ruling to
the effect that the deposit and related defeasance would not cause the beneficial owners of the Notes to recognize income, gain or loss for U.S. federal income tax purposes, and (ii) an opinion of counsel or an advance tax ruling from the
Canada Revenue Agency (or successor agency) to the effect that the beneficial owners of the Notes will not recognize income, gain, or loss for Canadian federal, provincial or territorial income tax purposes as a result of the deposit and related
defeasance and will be subject to Canadian federal, provincial or territorial income or other Canadian tax on the same amounts, in the same manner, and at the same times as would have been the case if such deposit and related defeasance had not
occurred. If the Company elects legal defeasance, that opinion of counsel must be based upon a ruling from the U.S. Internal Revenue Service and from the Canada Revenue Agency (or successor agency) or changes in law to that effect.
Concerning the Trustee
The Bank of New
York Mellon will be trustee under the Indenture. The Trustee performs services for the Guarantor and its subsidiaries in the ordinary course of business.
If an Event of Default occurs and is continuing, the Trustee will be required to use the degree of care and skill of a prudent person in the
conduct of his or her own affairs. The Trustee will become obligated to exercise any of its powers under the Indenture at the request of any of the holders of any Notes issued under the Indenture only after those holders have furnished the Trustee
indemnity or security reasonably satisfactory to it.
If the Trustee becomes a creditor of the Company, it will be subject to limitations
in the Indenture on its rights to obtain payment of claims or to realize on certain property received for any such claim, as security or otherwise. The Trustee is permitted to engage in other transactions with us. If, however, it acquires any
conflicting interest (as defined under the Trust Indenture Act of 1939, as amended), it must eliminate such conflict, resign or obtain an order from the Securities and Exchange Commission (the SEC) permitting it to remain as Trustee.
Paying Agent and Registrar for the Notes
We will maintain a paying agent (the Paying Agent) for the Notes in the Borough of Manhattan, City of New York. Upon written
notice to the Trustee accompanied by an Officers Certificate, we may appoint one or more Paying Agents, other than the Trustee, for the Notes. If we fail to appoint or maintain another entity as Paying Agent, the Trustee will act as such. The
Company, the Guarantor or any of the Guarantors subsidiaries, upon notice to the Trustee, may act as Paying Agent. The initial Paying Agent will be The Bank of New York Mellon in New York.
We will also maintain a registrar (the Registrar) with an office in the Borough of Manhattan, City of New York. Upon written
notice to the Trustee accompanied by an Officers Certificate, we may appoint one or more registrars, other than the Trustee, for the Notes. If we fail to appoint or maintain another entity as Registrar, the Trustee will act as such. The
Company, the Guarantor or any of the Guarantors subsidiaries, upon notice to the Trustee, may act as Registrar. The initial Registrar will be The Bank of New York Mellon in New York.
We will also maintain a transfer agent with an office in the Borough of Manhattan, City of New York. Each transfer agent will perform the
functions of a transfer agent. Upon written notice to the Trustee accompanied by an Officers Certificate, we may appoint one or more transfer agents, other than the Trustee, for the Notes. If we fail to appoint or maintain another entity as
transfer agent, the Trustee will act as such. The Company, the Guarantor or any of the Guarantors subsidiaries, upon notice to the Trustee, may act as transfer agent. The initial transfer agent will be The Bank of New York Mellon in New York.
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The Registrar will maintain a register reflecting ownership of Notes outstanding from time to
time and the Paying Agent will make payments on and facilitate transfer of Notes on our behalf.
We may change any Paying Agents,
Registrars or transfer agents without prior notice to the holders of Notes.
Further Issuances
The Company may, from time to time, without notice to or consent of the registered holders of the Notes, increase the principal amount of such
Notes that may be issued under the Indenture and issue such increased principal amount (or any portion thereof), in which case any such additional Notes so issued will have the same form and terms (other than the date of issuance and, under certain
circumstances, the date from which interest thereon will begin to accrue), and will carry the same right to receive accrued and unpaid interest, as the Notes previously issued, and such additional Notes will form a single series with the previously
issued Notes, including for purposes of voting and redemptions; provided, however, that a separate CUSIP or ISIN would be issued for the additional Notes, unless the Notes and the additional Notes are fungible for U.S. federal income tax purposes.
Such additional Notes will also be guaranteed by the Guarantor (with the same ranking as the Guarantee for the Notes).
Book-Entry, Delivery and Form
We will issue the Notes in registered, global form (each, a global Note), without coupons, in minimum denominations of
U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof, that will be deposited with, or on behalf of, DTC. The global Notes will be registered in the name of Cede & Co., DTCs nominee.
Beneficial interests in the global Notes will be represented through book-entry accounts of financial institutions acting on behalf of
beneficial owners as direct or indirect participants in DTC.
Investors may elect to hold their interests in the global Notes in DTC (in
the United States) through its direct and indirect participants, including Clearstream or Euroclear. Investors may hold their interests in the global Notes directly if they are participants of such systems, or indirectly through organizations that
are participants in these systems. Clearstream and Euroclear will hold interests on behalf of their participants through customers securities accounts in Clearstreams and Euroclears names on the books of their respective U.S.
depositaries, which in turn will hold these interests in customers securities accounts in the depositaries names on the books of DTC. Beneficial interests in the global Notes will be held in authorized denominations. Except as set forth
below, the global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee.
Notes represented by a global Note can be exchanged for definitive securities in registered form only if:
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DTC (a) notifies us that it is unwilling or unable to continue as depositary for the global Notes or
(b) has ceased to be a clearing agency registered under the Securities Exchange Act of 1934, as amended (the Exchange Act), and, in either case, we fail to appoint a successor depositary within 90 days of such event; or
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we determine that the Notes will no longer be represented by a global Note and execute and deliver to the Trustee
an Officers Certificate to such effect.
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A global Note that can be exchanged as described in the preceding
sentence will be exchanged for definitive Notes issued in authorized denominations in registered form for the same aggregate amount. The definitive Notes will be registered in the names of the owners of the beneficial interests in the global Note as
directed by DTC.
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We will make principal and interest payments on all Notes represented by a global Note to a
Paying Agent which in turn will make payment to DTC or its nominee, as the case may be, as the sole registered owner and the sole holder of the Notes represented by a global Note for all purposes under the Indenture. Accordingly, we, the Guarantor,
the Trustee, any Paying Agent, Registrar or transfer agent will have no responsibility or liability for:
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any aspect of DTCs records relating to, or payments made on account of, beneficial ownership interests in a
Note represented by a global Note;
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any other aspect of the relationship between DTC and its participants or the relationship between those
participants and the owners of beneficial interests in a global Note held through those participants; or
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the maintenance, supervision or review of any of DTCs records relating to those beneficial ownership
interests.
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DTC has advised us that its current practice is to credit participants accounts on each payment date
with payments in amounts proportionate to their respective beneficial interests in the principal amount of such global Note as shown on DTCs records, upon DTCs receipt of funds and corresponding detail information. The underwriters or
agents for the Notes represented by a global Note will initially designate the accounts to be credited. Payments by participants to owners of beneficial interests in a global Note will be governed by standing instructions and customary practices, as
is the case with securities held for customer accounts registered in street name, and will be the sole responsibility of those participants. Book-entry Notes may be more difficult to pledge because of the lack of a physical Note.
DTC
So long as DTC or its
nominee is the registered owner of a global Note, DTC or its nominee, as the case may be, will be considered the sole owner and holder of the Notes represented by that global Note for all purposes of the Notes. Except as set forth above, owners of
beneficial interests in the Notes will not be entitled to have Notes registered in their names, will not receive or be entitled to receive physical delivery of the Notes in definitive form and will not be considered owners or holders of Notes under
the Indenture. Accordingly, each person owning a beneficial interest in a global Note must rely on the procedures of DTC and, if that person is not a DTC participant, on the procedures of the participant through which that person owns its interest,
to exercise any rights of a holder of Notes. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of the securities in certificated form. These laws may impair the ability to transfer beneficial
interests in a global Note. Beneficial owners may experience delays in receiving distributions on their Notes since distributions will initially be made to DTC and must then be transferred through the chain of intermediaries to the beneficial
owners account.
We understand that, under existing industry practices, if we request holders to take any action, or if an owner of
a beneficial interest in a global Note desires to take any action which a holder is entitled to take under the Indenture, then DTC would authorize the participants holding the relevant beneficial interests to take that action and those participants
would authorize the beneficial owners owning through such participants to take that action or would otherwise act upon the instructions of beneficial owners owning through them.
Beneficial interests in a global Note will be shown on, and transfers of those ownership interests will be effected only through, records
maintained by DTC and its participants for that global Note. The conveyance of notices and other communications by DTC to its participants and by its participants to owners of beneficial interests in the Notes will be governed by arrangements among
them, subject to any statutory or regulatory requirements in effect.
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DTC has advised us that it is a limited-purpose trust company organized under the New York
Banking Law, a banking organization within the meaning of the New York Banking Law, a member of the Federal Reserve System, a clearing corporation within the meaning of the New York Uniform Commercial Code and a
clearing agency registered pursuant to Section 17A of the Exchange Act.
DTC holds the securities of its participants and
facilitates the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts of its participants. The electronic book-entry system eliminates the need for physical
certificates. DTCs participants include both U.S. and non-U.S. securities brokers and dealers, including underwriters, banks, trust companies, clearing corporations and certain other organizations. DTC
is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (DTCC). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered
clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust
companies and clearing corporations that clear through or maintain a custodial relationship with a participant, either directly or indirectly. The rules applicable to DTC and its participants are on file with the SEC.
The information in this section concerning DTC and DTCs book-entry system has been obtained from sources that we believe to be reliable,
but none of us, the Trustee or any of our respective agents takes any responsibility for the accuracy thereof.
Clearstream
Clearstream has advised us that it is incorporated under the laws of Luxembourg as a professional depositary. Clearstream holds securities for
its participating organizations, or Clearstream Participants, and facilitates the clearance and settlement of securities transactions between Clearstream Participants through electronic book-entry changes in accounts of Clearstream Participants,
thereby eliminating the need for physical movement of certificates. Clearstream provides to Clearstream Participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and
securities lending and borrowing. Clearstream interfaces with domestic securities markets in several countries. As a registered bank in Luxembourg, Clearstream is subject to regulation by the Luxembourg Commission for the Supervision of the
Financial Sector (Commission de Surveillance du Secteur Financier). Clearstream Participants are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies and clearing
corporations. In the U.S., Clearstream Participants are limited to securities brokers and dealers and banks. Indirect access to Clearstream is also available to others, such as banks, brokers, dealers and trust companies that clear through or
maintain a custodial relationship with a Clearstream Participant either directly or indirectly. Clearstream is an indirect participant in DTC.
Distributions with respect to Notes held beneficially through Clearstream will be credited to cash accounts of Clearstream Participants in
accordance with its rules and procedures, to the extent received by the U.S. depositary for Clearstream.
Euroclear
Euroclear has advised us that it was created in 1968 to hold securities for participants of Euroclear, or Euroclear Participants, and to clear
and settle transactions between Euroclear Participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of
securities and cash. Euroclear performs various other services, including securities lending and borrowing and interacts with domestic markets in several countries. The Euroclear System is owned by Euroclear Clearance System Public Limited Company
(ECSplc) and operated through Euroclear Bank S.A/N.V., or the Euroclear Operator, a bank incorporated under the laws of the Kingdom of Belgium, under contract with Euroclear Clearance Systems S.C., a Belgian cooperative
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corporation, or the Cooperative. All operations are conducted by the Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the
Euroclear Operator, not the Cooperative. The Cooperative establishes policy for Euroclear on behalf of Euroclear Participants. Euroclear Participants include banks, including central banks, securities brokers and dealers and other professional
financial intermediaries. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear Participant, either directly or indirectly.
The Euroclear Operator advises us that it is regulated and examined by the Belgian banking and Finance Commission and the National Bank of
Belgium.
Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing
Use of Euroclear and the related Operating Procedures of the Euroclear System, and applicable Belgian law, herein the Terms and Conditions. The Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals of securities
and cash from Euroclear, and receipts of payments with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear
Operator acts under the Terms and Conditions only on behalf of Euroclear Participants, and has no record of or relationship with persons holding through Euroclear Participants.
Distributions with respect to Notes held beneficially through Euroclear will be credited to the cash accounts of Euroclear Participants in
accordance with the Terms and Conditions, to the extent received by the U.S. depositary for Euroclear.
Euroclear has further advised us
that investors that acquire, hold and transfer interests in the Notes by book-entry through accounts with the Euroclear Operator or any other securities intermediary are subject to the laws and contractual provisions governing their relationship
with their intermediary, as well as the laws and contractual provisions governing the relationship between such an intermediary and each other intermediary, if any, standing between themselves and the Notes.
Global Clearance and Settlement Procedures
Initial settlement for the Notes will be made in immediately available funds. Secondary market trading between DTC participants will occur in
the ordinary way in accordance with DTC rules and will be settled in immediately available funds using DTCs Same-Day Funds Settlement System. Secondary market trading between Clearstream Participants
and/or Euroclear Participants will occur in the ordinary way in accordance with the applicable rules and operating procedures of Clearstream and Euroclear and will be settled using the procedures applicable to conventional eurobonds in immediately
available funds.
Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly or
indirectly through Clearstream Participants or Euroclear Participants, on the other, will be effected through DTC in accordance with DTC rules on behalf of the relevant European international clearing system by its U.S. depositary; however, such
cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in such system in accordance with its rules and procedures and within its established deadlines (European
time). The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its U.S. depositary to take action to effect final settlement on its behalf by delivering or receiving
Notes through DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Clearstream Participants and Euroclear Participants may not deliver
instructions directly to their respective U.S. depositaries.
Because of time-zone differences, credits of Notes received through
Clearstream or Euroclear as a result of a transaction with a DTC participant will be made during subsequent securities settlement processing and
S-28
dated the business day following the DTC settlement date. Such credits or any transactions in such Notes settled during such processing will be reported to the relevant Euroclear Participants or
Clearstream Participants on such business day. Cash received in Clearstream or Euroclear as a result of sales of Notes by or through a Clearstream Participant or a Euroclear Participant to a DTC participant will be received with value on the DTC
settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in DTC.
If the Notes are cleared only through Euroclear and Clearstream (and not DTC), you will be able to make and receive through Euroclear and
Clearstream payments, deliveries, transfers, exchanges, notices, and other transactions involving any securities held through those systems only on days when those systems are open for business. Those systems may not be open for business on days
when banks, brokers, and other institutions are open for business in the United States. In addition, because of time-zone differences, U.S. investors who hold their interests in the securities through these systems and wish to transfer their
interests, or to receive or make a payment or delivery or exercise any other right with respect to their interests, on a particular day may find that the transaction will not be effected until the next business day in Luxembourg or Brussels, as
applicable. Thus, U.S. investors who wish to exercise rights that expire on a particular day may need to act before the expiration date.
Although DTC, Clearstream and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of Notes among participants
of DTC, Clearstream and Euroclear, they are under no obligation to perform or continue to perform such procedures and such procedures may be modified or discontinued at any time. None of the Company, the Trustee, the Registrar, any Paying Agent or
any transfer agent will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective direct or indirect participants of their obligations under the rules and procedures governing their operations.
S-29
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS
The following is, as of the date of this prospectus supplement, a summary of the principal Canadian federal income tax considerations
generally applicable to a Non-Canadian Holder (as defined below) who acquires, as beneficial owner, Notes issued hereunder (including entitlement to receive all payments, including interest and principal, made
in respect thereof) for cash at their original issue price pursuant to this prospectus supplement and the accompanying prospectus. This summary is based on the facts set out in this prospectus supplement, the accompanying prospectus, the current
provisions of the Income Tax Act (Canada) and the regulations thereunder (collectively, the Tax Act), relevant jurisprudence, and our counsels understanding of the current published administrative policies and assessing
practices of the Canada Revenue Agency (the CRA), made publicly available in writing, all as in effect as of the date of this prospectus supplement. Except for specifically proposed amendments to the Tax Act that have been publicly
announced by or on behalf of the Minister of Finance (Canada) prior to the date of this prospectus supplement (Tax Proposals), this summary does not otherwise take into account or anticipate proposed or possible changes in law, whether
by judicial, regulatory, legislative or governmental decision or action, or changes in the administrative policies and assessing practices of the CRA, nor does it consider the tax legislation of any province, territory or foreign jurisdiction which
may differ from the Canadian federal income tax considerations discussed herein. This summary assumes that all Tax Proposals will be enacted as proposed. No assurances can be given that the Tax Proposals will be enacted as currently proposed, or at
all. This summary is not exhaustive of all possible Canadian federal income tax considerations and is of a general nature only and is not intended to be, and should not be construed to be, legal or tax advice to any prospective purchaser of Notes.
The tax considerations applicable to a purchaser will depend on such purchasers personal circumstances. Accordingly, all prospective purchasers are urged to consult their own tax advisors regarding the income tax consequences associated
with purchasing, holding and disposing of the Notes, having regard to their own particular circumstances.
This summary is only
applicable to a purchaser who, at all relevant times, for the purposes of the Tax Act: (i) is not resident in Canada and is not deemed to be resident in Canada; (ii) does not use or hold, and is not deemed to use or hold, Notes in, or in
the course of, carrying on a business in Canada; (iii) is not an insurer who carries on an insurance business, or is deemed to carry on an insurance business, in Canada and/or elsewhere; (iv) deals at arms length with us, the
Guarantor, each of the underwriters, any Subsidiary of the Guarantor that is resident in Canada for purposes of the Tax Act and that assumes the obligations of the issuer under the Notes and the Indenture (a Substituted Issuer) and with
any transferee who is resident in Canada (or deemed to be resident in Canada) and to whom the purchaser assigns or otherwise transfers Notes; and (v) is not a specified shareholder of us or any Substituted Issuer that is a resident
of Canada for purposes of the Tax Act within the meaning of subsection 18(5) of the Tax Act or a person that does not deal at arms length with any such specified shareholder (each such purchaser is referred to herein as a Non-Canadian Holder). Generally, a specified shareholder of a corporation is a person that owns or is deemed to own, either alone or together with persons with whom the shareholder does not
deal at arms length for purposes of the Tax Act, shares of the capital stock of the corporation that either (a) give the holders of such shares 25% or more of the votes that could be cast at an annual meeting of the shareholders of the
corporation or (b) have a fair market value of 25% or more of the fair market value of all of the issued and outstanding shares of capital stock of the corporation.
No Canadian withholding tax will apply to interest, principal, premium, bonus or penalty paid or credited, or deemed to be paid or credited,
to a Non-Canadian Holder on the Notes, or the proceeds received by a Non- Canadian Holder on the disposition of a Note, including on a redemption, payment on maturity,
repurchase or the assumption of the issuers obligations under the Notes and the Indenture by a Substituted Issuer. No other tax on income or gains will be payable under the Tax Act by a Non-Canadian
Holder on interest, principal, premium, bonus or penalty paid or credited, or deemed to be paid or credited, or on the proceeds received on the disposition of a Note, including on a redemption, payment on maturity, repurchase or the assumption of
the issuers obligations under the Notes and the Indenture by a Substituted Issuer.
S-30
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following is a summary of material U.S. federal income tax consequences to U.S. Holders (as defined below) relating to the ownership and
disposition of Notes as of the date hereof, and does not purport to be to be a complete analysis of all the potential tax considerations relating thereto. Except where noted, this summary deals only with Notes that are held as capital assets (within
the meaning of Section 1221 of the Code (as defined below)) by a beneficial owner who acquired the Notes upon original issuance at their issue price, which will equal the first price to the public (not including bond houses, brokers
or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers) at which a substantial amount of Notes are sold for money.
For purposes of this summary, a U.S. Holder is a beneficial owner of a Note that, for U.S. federal income tax purposes, is:
(a) an individual citizen or resident of the United States; (b) a corporation (or other entity treated as a corporation for U.S. federal tax purposes) created or organized in or under the laws of the United States or any state or political
subdivision thereof (including the District of Columbia); (c) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (d) a trust if (i) a court within the United States is able to exercise
primary supervision over the trusts administration and one or more United States persons have the authority to control all substantial decisions of the trust or (ii) such trust has a valid election in effect under applicable U.S. Treasury
regulations to be treated as a United States person.
If any entity or arrangement that is treated as a partnership for U.S. federal
income tax purposes holds the Notes, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership considering an investment in the Notes, you should
consult your tax advisors concerning the U.S. federal income tax consequences of the ownership and disposition of the Notes.
This summary
is based upon provisions of the Internal Revenue Code of 1986, as amended (the Code), and regulations, rulings and judicial decisions as of the date hereof. Those authorities may be changed, perhaps retroactively, so as to result in
United States federal income tax consequences different from those summarized below. We have not sought and do not intend to seek a ruling from the Internal Revenue Service (the IRS), on any aspect of these transactions. Accordingly, we
cannot assure you that the IRS will agree with the views expressed in this summary, or that a court will not sustain any challenge to those views by the IRS in the event of litigation. This summary does not address all aspects of United States
federal income taxes (including the alternative minimum tax and timing rules under Section 451(b) of the Code that apply to persons that maintain certain specified financial statements) and does not deal with foreign, state, local or other tax
considerations that may be relevant to beneficial owners of the Notes in light of their particular circumstances. In addition, it does not present a detailed description of the U.S. federal income tax consequences applicable to you if you are
subject to special treatment under the U.S. federal income tax laws (including, for example, if you are a dealer in securities, a trader in securities that elects to use a
mark-to-market method of tax accounting for your securities holdings, a bank or other financial institution, a regulated investment company, a real estate investment
trust, an employee stock ownership plan, a pass-through entity (or an owner of a pass-through entity), a corporation that accumulates earnings to avoid tax, an insurance company, a tax-exempt organization, a
person that owns Notes as part of a straddle, hedge, constructive sale, conversion, or other integrated transaction for U.S. federal income tax purposes, a person that purchases or sells Notes as part of a wash sale for tax purposes, or a person
whose functional currency for tax purposes is not the U.S. dollar). A change in law may alter significantly the tax considerations that we describe in this summary.
If you are considering the purchase of Notes, you should consult your own tax advisors concerning the particular U.S. federal income tax
consequences to you of the ownership of the Notes, as well as the consequences to you arising under the laws of any other taxing jurisdiction and the possible effects of changes in tax laws.
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Certain Contingent Payments
We may become obligated to pay an amount in excess of the stated interest and/or the principal amount of the Notes, as described, for example,
in Description of the NotesOptional Redemption and Description of the NotesAdditional Amounts. The obligation to make these payments may cause a special method of accounting for interest income and expense arising
with respect to debt instruments that provide for one or more contingent payments (contingent payment debt instruments) to apply. The relevant U.S. Treasury regulations state, however, that, for purposes of determining whether a debt
instrument is a contingent payment debt instrument, remote or incidental contingencies are ignored. We believe and intend to take the position that the Notes are not contingent payment debt instruments under United States federal income tax law
because the contingency that would require us to make any of these contingent payments is remote, or is incidental. Our determination is binding on you, unless you disclose in the proper manner to the IRS that you are taking a different position.
Our determination is not, however, binding on the IRS, and if the IRS successfully takes a contrary position, you may be required (i) to accrue interest income at a rate higher than the stated interest rate on the Notes, and (ii) to treat
as ordinary income, rather than capital gain, a portion or all of any gain on the sale or retirement of the Notes. You should consult your tax advisor about the risk of the Notes being treated as contingent payment debt instruments. The remainder of
this discussion assumes that the Notes are not contingent payment debt instruments.
Interest
Interest on a Note will generally be taxable to you as ordinary interest income as it accrues or is received by you, in accordance with your
usual method of accounting for U.S. federal income tax purposes. Interest income from the Notes will constitute foreign-source income, which may be relevant to you in calculating your foreign tax credit limitation. The limitation on foreign taxes
eligible for credit is calculated separately with respect to specific classes of income.
Sale, Exchange or Other Taxable Dispositions of Notes
If, upon the sale, exchange, redemption, retirement or other taxable disposition of a Note, you will generally recognize gain or loss
for U.S. federal income tax purposes in an amount equal to the difference between (i) the amount of the cash and the fair market value of any property you receive on the sale or other taxable disposition (less an amount attributable to any
accrued but unpaid interest, which will be taxable as ordinary interest income to the extent not previously taken into income), and (ii) your adjusted tax basis in the Note. Your adjusted tax basis in a Note will generally be equal to your cost
for the Note (increased by any accrued but unpaid interest that you have previously taken into income).
Such gain or loss will generally
be treated as capital gain or loss, and will be treated as long-term capital gain or loss if your holding period for the Note exceeds one year at the time of the disposition. Long-term capital gains of
non-corporate taxpayers are subject to reduced rates of taxation. The deductibility of capital losses is subject to limitations. Gain or loss, if any, will generally be U.S.-source income for purposes of
computing your foreign tax credit limitation.
Additional Tax on Net Investment Income
U.S. persons that are individuals, estates, or certain trusts are generally subject to a 3.8% tax on the lesser of (1) the U.S.
persons net investment income for the relevant taxable year and (2) the excess of the U.S. persons modified adjusted gross income for the taxable year over a certain threshold (which in the case of individuals will be
between $125,000 and $250,000, depending on the individuals tax return filing status). Your net investment income will generally include any income or gain you recognize with respect to the Notes, unless such income or gain is derived in the
ordinary course of the conduct of your trade or business (other than a trade or business that consists of certain passive or trading activities). U.S. persons that are individuals, estates, or trusts should consult their tax advisors on the
applicability of this additional tax to its income and gains in respect of their investment in the Notes.
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Information Reporting and Backup Withholding
U.S. federal backup withholding will apply to interest on the Notes and proceeds from the sale or other disposition of the Notes unless
(a) you are an exempt recipient and, when required, demonstrate this fact, (b) you provide a correct taxpayer identification number and otherwise comply with applicable requirements of the backup withholding rules, or (c) in certain
circumstances, you certify under penalty of perjury that you are not subject to backup withholding. The backup withholding rate is currently 24%. A U.S. Holder who does not provide a correct taxpayer identification number may also be subject to
penalties imposed by the IRS.
Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be
allowed as a credit against your U.S. federal income tax liability and may entitle you to a refund, provided the required information is timely furnished to the IRS.
You will also be subject to information reporting on interest on the Notes and proceeds from the sale or other disposition of the Notes,
unless you are an exempt recipient and appropriately establish that exemption.
The preceding discussion of certain U.S. federal income
tax considerations is for general information only and is not tax advice. Accordingly, you should consult your tax advisor as to particular tax consequences to you of holding and disposing of the Notes, including the applicability and effect of any non-U.S., state, local or other tax laws, and of any pending or subsequent changes in applicable laws.
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UNDERWRITING
Subject to the terms and conditions contained in an underwriting agreement, dated as of the date of this prospectus supplement among us, the
Guarantor and the underwriters named below, for whom BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are acting as representatives, we have agreed to sell to each underwriter,
and each underwriter has severally agreed to purchase from us, the principal amount of Notes that appears opposite its name in the table below:
|
|
|
|
|
Underwriter
|
|
Principal
Amount of
Notes
|
|
BofA Securities, Inc.
|
|
$
|
87,500,000
|
|
Goldman Sachs & Co. LLC
|
|
|
87,500,000
|
|
J.P. Morgan Securities LLC
|
|
|
87,500,000
|
|
Morgan Stanley & Co. LLC
|
|
|
87,500,000
|
|
Deutsche Bank Securities Inc.
|
|
|
37,500,000
|
|
MUFG Securities Americas Inc.
|
|
|
37,500,000
|
|
HSBC Securities (USA) Inc.
|
|
|
15,000,000
|
|
Natixis Securities Americas LLC
|
|
|
15,000,000
|
|
Skandinaviska Enskilda Banken AB
|
|
|
15,000,000
|
|
Standard Chartered Bank
|
|
|
15,000,000
|
|
UniCredit Capital Markets LLC
|
|
|
15,000,000
|
|
|
|
|
|
|
Total
|
|
$
|
500,000,000
|
|
|
|
|
|
|
The underwriters are offering the Notes subject to their acceptance of the Notes from us and subject to prior
sale. The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the Notes offered by this prospectus supplement are subject to certain conditions. The underwriters are obligated to take
and pay for all of the Notes offered by this prospectus supplement if any such Notes are taken. The offering of the Notes by the underwriters is subject to receipt and acceptance and subject to the underwriters right to reject any order in
whole or in part.
The underwriters initially propose to offer the Notes to the public at the public offering price that appears on the
cover page of this prospectus supplement. In addition, the underwriters initially propose to offer the Notes to certain dealers at prices that represent a concession not in excess of 0.200% of the principal amount of the Notes. Any underwriter may
allow, and any such dealer may reallow, a concession not in excess of 0.100% of the principal amount of the Notes to certain other dealers. After the initial offering of the Notes, the underwriters may from time to time vary the offering prices and
other selling terms. The underwriters may offer and sell Notes through certain of their affiliates.
The following table shows the
underwriting discount that we will pay to the underwriters in connection with the offering of the Notes:
|
|
|
|
|
|
|
Paid by Us
|
|
Per Note
|
|
|
0.350
|
%
|
Total
|
|
$
|
1,750,000
|
|
Expenses associated with this offering to be paid by us, other than underwriting discounts, are estimated to
be approximately U.S.$600,000.
We have also agreed to indemnify the underwriters against certain liabilities, including liabilities under
the Securities Act of 1933, as amended, or to contribute to payments which the underwriters may be required to make in respect of any such liabilities.
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The Notes are a new issue of securities, and there is currently no established trading market for
the Notes. We do not intend to apply for the Notes to be listed on any securities exchange or to arrange for the Notes to be quoted on any quotation system. The underwriters have advised us that they intend to make a market in the Notes, but they
are not obligated to do so. The underwriters may discontinue any market making in the Notes at any time at their sole discretion. Accordingly, we cannot assure you that a liquid trading market will develop for the Notes, that you will be able to
sell your Notes at a particular time or that the prices you receive when you sell will be favorable.
In connection with the offering of
the Notes, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the Notes. Specifically, the underwriters may overallot in connection with the offering, creating a short position. In addition, the
underwriters may bid for, and purchase, the Notes in the open market to cover short positions or to stabilize the price of the Notes. Any of these activities may stabilize or maintain the market price of the Notes above independent market levels,
but no representation is made hereby that the underwriters will engage in any of those transactions or of the magnitude of any effect that the transactions described above may have on the market price of the Notes. The underwriters will not be
required to engage in these activities, and if they engage in these activities, they may end any of these activities at any time without notice.
Selling Restrictions
European Economic Area and
the United Kingdom
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold
or otherwise made available to any retail investor in the European Economic Area (EEA) or the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point
(11) of Article 4(1) of Directive 2014/65/EU (as amended, MiFID II); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended or superseded, the Insurance Distribution Directive), where that
customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) No. 2017/1129 (as amended, the Prospectus
Regulation). No key information document required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail investors in the EEA or in the
United Kingdom has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA and the United Kingdom may be unlawful under the PRIIPs Regulation. This prospectus supplement has been
prepared on the basis that any offer of Notes in any Member State of the EEA and the United Kingdom will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of Notes. This
prospectus supplement is not a prospectus for the purposes of the Prospectus Regulation. References to Regulations or Directives include, in relation to the United Kingdom, those Regulations or Directives as they form part of United Kingdom domestic
law by virtue of the European Union (Withdrawal) Act 2018 or have been implemented in United Kingdom domestic law, as appropriate.
The
above selling restriction is in addition to any other selling restrictions set out below.
United Kingdom
In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, and any offer subsequently made may
only be directed at persons who are qualified investors (as defined in the Prospectus Regulation) (i) who have professional experience in matters relating to investments falling within Article 19 (5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Order) and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the
Order (all such persons together being referred to as
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relevant persons). This document must not be acted on or relied on in the United Kingdom by persons who are not relevant persons. In the United Kingdom, any investment or investment
activity to which this document relates is only available to, and will be engaged in with, relevant persons.
Luxembourg
The terms and conditions relating to this prospectus supplement have not been approved by and will not be submitted for approval to the
Luxembourg Financial Services Authority (Commission de Surveillance du Secteur Financier) for purposes of public offering or sale in the Grand Duchy of Luxembourg (Luxembourg). Accordingly, the Notes may not be offered or sold to
the public in Luxembourg, directly or indirectly, and neither this prospectus supplement, the Indenture nor any other circular, prospectus, form of application, advertisement or other material related to such offer may be distributed, or otherwise
be made available in or from, or published in, Luxembourg except in circumstances where the offer benefits from an exemption to or constitutes a transaction otherwise not subject to the requirement to publish a prospectus for the purposes of the
Prospectus Regulation and the Luxembourg law of 16 July 2019 on prospectuses for securities.
Hong Kong
The Notes may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an
offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) (Companies (Winding Up and Miscellaneous Provisions) Ordinance) or which do not constitute an
invitation to the public within the meaning of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (Securities and Futures Ordinance) or (ii) to professional investors as defined in the Securities
and Futures Ordinance and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a prospectus as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance, and no
advertisement, invitation or document relating to the Notes may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely
to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to
professional investors in Hong Kong as defined in the Securities and Futures Ordinance and any rules made thereunder.
Japan
The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of
1948, as amended) (the FIEA). The Notes may not be offered or sold, directly or indirectly, in Japan or to or for the benefit of any resident of Japan (including any person resident in Japan or any corporation or other entity organized
under the laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to or for the benefit of any resident of Japan, except pursuant to an exemption from the registration requirements of the FIEA and otherwise in
compliance with any relevant laws and regulations of Japan.
Singapore
Neither this prospectus supplement nor the accompanying prospectus has been, and neither will be, registered as a prospectus with the Monetary
Authority of Singapore. Accordingly, each underwriter has not offered or sold any Notes or caused such Notes to be made the subject of an invitation for subscription or purchase and will not offer or sell such Notes or cause such Notes to be made
the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, this prospectus supplement, the accompanying prospectus or any other document or material in connection with the
offer or sale,
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or invitation for subscription or purchase, of such Notes, whether directly or indirectly, to persons in Singapore, other than (i) to an institutional investor (as defined in Section 4A
of the SFA) pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in
accordance with the conditions specified in Section 275 of the SFA and (where applicable) Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018, or (iii) otherwise pursuant to, and in accordance with the
conditions of, any other applicable provision of the SFA.
Where any Notes are subscribed or purchased under Section 275 by a
relevant person which is:
|
(a)
|
a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole
business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
|
|
(b)
|
a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each
beneficiary of the trust is an individual who is an accredited investor,
|
securities or securities-based derivatives contracts (each
term as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the
Notes pursuant to an offer made under Section 275 of the SFA, except:
|
(i)
|
to an institutional investor or to a relevant person, or to any person arising from an offer referred to in
Section 275(1A) or Section 276(4)(i)(B) of the SFA;
|
|
(ii)
|
where no consideration is or will be given for the transfer;
|
|
(iii)
|
where the transfer is by operation of law;
|
|
(iv)
|
as specified in Section 276(7) of the SFA; or
|
|
(v)
|
as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and
Securities-based Derivatives Contracts) Regulations 2018.
|
Notification under Section 309B(1) of the SFAThe
Notes shall be prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12:
Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
Switzerland
This prospectus
supplement is not intended to constitute an offer or solicitation to purchase or invest in the Notes. The Notes may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act
(FinSA), and no application has or will be made to admit the Notes to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. Neither this prospectus supplement nor any other offering or marketing
material relating to the Notes constitutes a prospectus pursuant to the FinSA, and neither this prospectus supplement nor any other offering or marketing material relating to the Notes may be publicly distributed or otherwise made publicly available
in Switzerland.
Taiwan
The
Notes have not been and will not be registered or filed with, or approved by, the Financial Supervisory Commission of Taiwan and/or any other regulatory authority of Taiwan pursuant to relevant
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securities laws and regulations and may not be sold, issued or offered within Taiwan through a public offering or in circumstances which could constitute an offer within the meaning of the
Securities and Exchange Act of Taiwan or relevant laws and regulations that require a registration, filing or approval of the Financial Supervisory Commission of Taiwan and/or other regulatory authority of Taiwan. No person or entity in Taiwan has
been authorized to offer or sell the Notes in Taiwan.
Settlement and Sale of the Notes
We expect to deliver the Notes against payment for the Notes on or about the date specified in the last paragraph of the cover page of this
prospectus supplement, which will be the seventh business day following the date of the pricing of the Notes. Since trades in the secondary market generally settle in two business days, purchasers who wish to trade Notes on any date prior to the
second business day before delivery will be required, by virtue of the fact that the Notes initially will settle in T+7, to specify alternative settlement arrangements to prevent a failed settlement.
Other Relationships
The underwriters
and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal
investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the underwriters and their respective affiliates have provided, and may in the future
provide, a variety of these services to the Schlumberger Group and to persons and entities with relationships with the Schlumberger Group, for which they received or will receive customary fees and expenses.
In addition, in the ordinary course of their business activities, the underwriters and their affiliates may make or hold a broad array of
investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities
may involve securities and/or instruments of ours or our affiliates. If any of the underwriters or their affiliates have a lending relationship with us, certain of those underwriters or their affiliates routinely hedge, and certain other of those
underwriters or their affiliates may hedge, their credit exposure to us consistent with their customary risk management policies. Typically, these underwriters and their affiliates would hedge such exposure by entering into transactions which
consist of either the purchase of credit default swaps or the creation of short positions in our securities, including potentially the Notes. Any such credit default swaps or short positions could adversely affect future trading prices of the Notes.
The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long
and/or short positions in such securities and instruments. Standard Chartered Bank will not effect any offers or sales of any notes in the United States unless it is through one or more U.S. registered broker-dealers as permitted by the regulations
of FINRA.
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