Schlumberger Holdings Corporation (“SHC” or the “Company”) today
announced the commencement of a private offer to exchange three
series of senior notes in the table below (collectively the “Old
Notes”) for a new series of senior notes to be due in 2028 (the
“New Notes”). The offer is referred to herein as the “Exchange
Offer.” The aggregate principal amount of Old Notes that are
accepted for exchange will be based on the order of acceptance
priority for such series as set forth in the table below, such that
the aggregate principal amount of Old Notes accepted results in the
issuance of New Notes in an amount not exceeding $1,250,000,000
(the “New Notes Cap”). If less than $500,000,000 of New Notes would
be issued (the “Minimum New Notes Size”), then all Old Notes
tenders will be cancelled and no New Notes will be created.
The table below summarizes the terms of the Old Notes and the
consideration of the Exchange Offer:
Title of Security CUSIP Number
ISIN
AcceptancePriorityLevel
Principal AmountOutstanding(MM)
ReferenceUSTSecurity
Fixed Spread(basis points)(1)
Bloomberg Reference
Screen
3.000% Senior Notes dueDecember 21,
2020(the “2020 Notes”)
Rule 144A:806851AC5 /Regulation S:U8066LAC8
Rule 144A:US806851AC55/Regulation
S:USU8066LAC82
1 $1,600.0
1.750% U.S.Treasury Notes
due11/15/2020
25 PX4
3.625% Senior Notes dueDecember 21,
2022(the “2022 Notes”)
Rule 144A:806851AE1 /Regulation S:U8066LAD6
Rule 144A:US806851AE12/Regulation
S:USU8066LAD65
2 $850.0
2.375% U.S.Treasury Notes
due03/15/2022
50 PX1
4.000% Senior Notes dueDecember 21,
2025(the “2025 Notes”)(2)
Rule 144A:806851AG6 /Regulation S:U8066LAE4
Rule 144A:US806851AG69/Regulation
S:USU8066LAE49
3 $1,750.0
2.375% U.S.Treasury Notes
due02/29/2024
110 PX1 (1)
The Early Participation Payment for the
Exchange Offer will be $50.00 of principal amount of New Notes per
$1,000 principal amount (the “Early Participation Payment”) of Old
Notes and is included in the Total Consideration.
(2) No more than $500,000,000 aggregate principal amount of the
2025 Notes (the “2025 Notes Cap”) will be accepted for exchange in
the Exchange Offer.
The table below summarizes the terms of the New Notes:
Title of Security Maturity Date
New Notes Cap (MM)
Minimum New Notes Size (MM)
Benchmark Security
Spread to Benchmark
Security
Bloomberg Reference
Screen
Senior Notes due 2028 May 17, 2028
$1,250.0 500.0
2.625% U.S. TreasuryNotes due
2/15/2029
155 bps PX1
Holders whose Old Notes are accepted for exchange will receive
in cash accrued and unpaid interest from the last applicable
interest payment date to, but excluding, the date on which the
exchange of such Old Notes is settled, and amounts due in lieu of
fractional amounts of New Notes.
The Exchange Offer is being conducted upon the terms and subject
to the conditions set forth in an offering memorandum (the
“Offering Memorandum”) dated March 13, 2019. The Company reserves
the right, in its sole discretion, to increase the New Notes Cap
and the 2025 Notes Cap following commencement of the Exchange
Offer.
Only Eligible Holders of Old Notes who validly tender their Old
Notes at or before 5:00 p.m. New York City time on March 26, 2019,
subject to any extension by SHC (the “Early Participation Date”),
who do not validly withdraw their tenders and whose Old Notes are
accepted for exchange, will receive an early participation
payment.
Subject to the New Notes Cap, the 2025 Notes Cap and proration,
all Old Notes validly tendered and not validly withdrawn on or
before the Early Participation Date having a higher acceptance
priority level will be accepted before any tendered Old Notes
having a lower acceptance priority level are accepted in the
Exchange Offer, and all Old Notes validly tendered after the Early
Participation Date having a higher acceptance priority level will
be accepted before any Old Notes tendered after the Early
Participation Date having a lower acceptance priority level are
accepted in the Exchange Offer. However, Old Notes validly tendered
and not validly withdrawn on or before the Early Participation Date
will be accepted by us in priority to Old Notes tendered after the
Early Participation Date, even if the Old Notes tendered after the
Early Participation Date have a higher acceptance priority level
than the Old Notes tendered prior to the Early Participation
Date.
The 2025 Notes subject to the 2025 Notes Cap may be subject to
proration if the aggregate principal amount of 2025 Notes validly
tendered and not validly withdrawn is greater than the 2025 Notes
Cap. Furthermore, if acceptance of all validly tendered Old Notes
of a particular series (together with all validly tendered Old
Notes with a greater acceptance priority to such series) would
cause us to issue a principal amount of New Notes greater than the
New Notes Cap, then the Exchange Offer will be oversubscribed and
if we accept any of such series of Old Notes in the Exchange Offer,
we will accept for exchange tendered Old Notes of such series on a
prorated basis, with the aggregate principal amount of each
holder’s validly tendered Old Notes of such series accepted by us
determined by multiplying each holder’s tender by the applicable
proration factor, and rounding the product down to the nearest
$1,000 principal amount for such series, such that the New Notes
Cap will not be exceeded. Furthermore, if the Exchange Offer is
fully subscribed as of the Early Participation Date, Eligible
Holders who validly tender Old Notes after the Early Participation
Date will not have any of their Old Notes so tendered accepted for
exchange. If the 2025 Notes are subscribed up to the 2025 Notes Cap
as of the Early Participation Date, Eligible Holders who validly
tender 2025 Notes after the Early Participation Date will not have
any of their 2025 Notes so tendered accepted for exchange (absent
any subsequent increase to the 2025 Notes Cap).
The Exchange Offer will expire at 11:59 p.m., New York City
time, on April 9, 2019, unless extended or earlier terminated by
SHC. Tenders of Old Notes submitted in the Exchange Offer at or
prior to 5:00 p.m. New York City time on March 26, 2019, subject to
any extension by SHC (the “Withdrawal Deadline”), may be validly
withdrawn at any time prior to the Withdrawal Deadline, but
thereafter will be irrevocable, except in certain limited
circumstances where additional withdrawal rights are required by
law (as determined by SHC). Tenders submitted in the Exchange Offer
after the Withdrawal Deadline will be irrevocable except in the
limited circumstances where additional withdrawal rights are
required by law (as determined by SHC).
The Exchange Offer is only made, and the New Notes are only
being offered and will only be issued, and copies of the offering
documents will only be made available, to a holder of Old Notes who
has certified its status as either (a) a “qualified institutional
buyer” as defined in Rule 144A under the Securities Act of 1933, as
amended (the “Securities Act”) or (b) (i) a person who is not a
“U.S. person” as defined under Regulation S under the Securities
Act, or a dealer or other professional fiduciary organized,
incorporated or (if an individual) residing in the United States
holding a discretionary account or similar account (other than an
estate or trust) for the benefit or account of a non-“U.S. person”,
(ii) if located or resident in any Member State of the European
Economic Area which has implemented Directive 2003/71/EC , as
amended, including by Directive 2010/73/EU (the “Prospectus
Directive”), a “qualified investor” as defined in the Prospectus
Directive and (iii) if located or resident in Canada, is located or
resident in a province of Canada and is an “accredited investor” as
such term is defined in National Instrument 45-106 – Prospectus
Exemptions (“NI 45-106”), and, if resident in Ontario, section
73.3(1) of the Securities Act (Ontario), in each case, that is not
an individual unless that person is also a “permitted client” as
defined in National Instrument 31-103 - Registration Requirements,
Exemptions and Ongoing Registrant Obligations (“NI 31-103”) (each,
an “Eligible Holder”).
The New Notes have not been registered under the Securities Act
or any state securities laws. Therefore, the New Notes may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act and any applicable state securities laws.
This press release is not an offer to sell or a solicitation of
an offer to buy any of the securities described herein. The
Exchange Offer is being made solely by the Offering Memorandum and
only to such persons and in such jurisdictions as is permitted
under applicable law.
In the United Kingdom, this press release is only being
communicated to, and any other documents or materials relating to
the Exchange Offer is only being distributed to and are only
directed at, (i) persons who are outside the United Kingdom, (ii)
investment professionals falling within Article 19(5) of the
Financial Services and Markets Act (Financial Promotion) Order
2005, as amended (the “Order”) or (iii) high net worth entities,
and other persons to whom it may lawfully be communicated, falling
within Articles 49(2)(a) to (d) of the Order (all such persons
together being referred to as “relevant persons”). Any investment
or investment activity to which this announcement relates is
available only to relevant persons and will be engaged in only with
relevant persons. Any person who is not a relevant person should
not act or rely on this announcement or any of its contents.
Documents relating to the Exchange Offer will only be
distributed to holders of Old Notes who complete and return a
letter of eligibility confirming that they are Eligible Holders.
Holders of Old Notes who desire a copy of the eligibility letter
may contact D.F. King & Co., Inc., the exchange agent and
information agent for the Exchange Offer, at (877) 732-3612
(toll-free); (212) 269-5550 (banks and brokers); email:
slb@dfking.com. Holders can request the Exchange Offer documents at
www.dfking.com/slb.
Cautionary Note Regarding Forward-Looking Statements
This communication contains “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. The expected timetable for completing the Exchange Offer
is a forward-looking statement. The Company cannot give any
assurance that such expectations will prove correct. These
statements are subject to, among other things, risk factors that
are discussed in Schlumberger Limited’s most recent Annual Report
on Form 10-K, as well as Schlumberger Limited’s other filings with
the Securities and Exchange Commission (“SEC”) available at the
SEC’s Internet site (http://www.sec.gov). Actual results may differ
materially from those expected, estimated or projected.
Forward-looking statements speak only as of the date they are made,
and the Company disclaims any intention or obligation to publicly
update or revise any of them in light of new information, future
events or otherwise.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190313005851/en/
Simon Farrant – Vice President of Investor Relations,
Schlumberger LimitedJoy V. Domingo – Manager of Investor Relations,
Schlumberger LimitedTel: +1 (713)
375-3535investor-relations@slb.com
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