Schlumberger Announces Pricing of Tender Offer for Any & All of Schlumberger Holdings Corporation’s Outstanding 3.000% Seni...
24 September 2019 - 9:46PM
Business Wire
Schlumberger Limited (“Schlumberger”) today announced that
Schlumberger Holdings Corporation, an indirect wholly-owned
subsidiary of Schlumberger (“SHC”), has priced the previously
announced cash tender offer for any and all of its outstanding (a)
3.000% Senior Notes due 2020 (the "2020 Notes") and (b) 3.625%
Senior Notes due 2022 (the "2022 Notes,” and together with the 2020
Notes, the "Notes"), on the terms and subject to the conditions set
forth in the Offer to Purchase, dated September 18, 2019 (as may be
amended or supplemented from time to time, the "Offer to Purchase")
and the related Notice of Guaranteed Delivery attached to the Offer
to Purchase (as may be amended or supplemented from time to time,
the "Notice of Guaranteed Delivery"). The tender offer is referred
to herein as the "Offer." The Offer to Purchase and the Notice of
Guaranteed Delivery are referred to herein collectively as the
"Offer Documents."
The applicable "Tender Offer Consideration" for each $1,000
principal amount of Notes validly tendered and not validly
withdrawn and accepted for purchase pursuant to the Offer was
determined in the manner described in the Offer Documents by
reference to the applicable fixed spread for such Notes specified
in the table below plus the yield based on the bid-side price of
the applicable U.S. Treasury Reference Security specified in the
table below, as determined by the Dealer Manager (as defined below)
at 2:00 p.m., New York City time, on September 24, 2019.
Certain information regarding the Notes and the pricing for the
Offer is set forth in the table below.
Title of Security
CUSIP Numbers
Aggregate Principal Amount
Outstanding
U.S. Treasury Reference
Security
Bloomberg Reference
Page
Reference U.S. Treasury
Security Yield
Fixed Spread
Consideration
3.000% Senior Notes due 2020
806851AC5 / U8066LAC8
$1,198,732,000
1.875% U.S. Treasury Notes due
December 15, 2020
PX4
1.793%
25 bps
$1,011.58
3.625% Senior Notes due 2022
806851AE1 / U8066LAD6
$616,522,000
1.500% U.S. Treasury Notes due
September 15, 2022
PX1
1.546%
35 bps
$1,051.27
Holders must validly tender (and not validly withdraw) their
Notes, or deliver a properly completed and duly executed Notice of
Guaranteed Delivery for their Notes, at or before the Expiration
Time (as defined below) in order to be eligible to receive the
applicable Tender Offer Consideration. In addition, holders whose
Notes are purchased in the Offer will receive accrued and unpaid
interest from the last interest payment date to, but not including,
the Settlement Date (as defined in the Offer to Purchase) for the
applicable Notes. SHC expects the Settlement Date to occur on
September 27, 2019, the third business day after the Expiration
Time.
The Offer will expire today on September 24, 2019 at 5:00 p.m.,
New York City time (such time and date, as it may be extended, the
"Expiration Time"), unless extended or earlier terminated by SHC.
The Notes tendered may be withdrawn at any time at or before the
Expiration Time by following the procedures described in the Offer
to Purchase.
SHC's obligation to accept for purchase and to pay for Notes
validly tendered and not validly withdrawn pursuant to the Offer is
subject to the satisfaction or waiver, in SHC's discretion, of
certain conditions, which are more fully described in the Offer to
Purchase. The complete terms and conditions of the Offer are set
forth in the Offer Documents. Holders of the Notes are urged to
read the Offer Documents carefully.
SHC has retained D.F. King & Co., Inc. ("D.F. King") as the
tender agent and information agent for the Offer. SHC has retained
Goldman Sachs & Co. LLC as the dealer manager (the “Dealer
Manager”) for the Offer.
Holders who would like additional copies of the Offer Documents
may call D.F. King at (866) 530-8635 or email at slb@dfking.com.
Copies of the Offer to Purchase and the Notice of Guaranteed
Delivery are also available at the following website:
www.dfking.com/slb. Questions regarding the terms of the Offer
should be directed to Goldman Sachs & Co. LLC at 200 West
Street, New York, NY 10282, telephone (800) 828-3182 (toll-free),
(212) 902-6351 (collect), Attn: Liability Management.
This press release shall not constitute an offer to buy or a
solicitation of an offer to sell any Notes. The Offer is being made
solely pursuant to the Offer Documents. The Offer is not being made
to holders of Notes in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction. In any jurisdiction in
which the securities laws or blue sky laws require the Offer to be
made by a licensed broker or dealer, the Offer will be deemed to be
made on behalf of SHC by the Dealer Manager or one or more
registered brokers or dealers that are licensed under the laws of
such jurisdiction.
Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within
the meaning of the federal securities laws — that is, statements
about the future, not about past events. Such statements often
contain words such as “expect,” “may,” “believe,” “plan,”
“estimate,” “intend,” “anticipate,” “should,” “could,” “will,”
“see,” “likely,” and other similar words. Forward-looking
statements address matters that are, to varying degrees, uncertain,
such as statements regarding the terms and timing for completion of
the Offer, including the acceptance for purchase of any Notes
validly tendered and the expected Expiration Time and Settlement
Date thereof. Schlumberger and SHC cannot give any assurance that
such statements will prove correct. These statements are subject
to, among other things, the risks and uncertainties detailed in
Schlumberger’s most recent Forms 10-K, 10-Q, and 8-K filed with or
furnished to the Securities and Exchange Commission. Actual
outcomes may vary materially from those reflected in Schlumberger’s
forward-looking statements. The forward-looking statements speak
only as of the date made, and Schlumberger disclaims any intention
or obligation to update publicly or revise such statements, whether
as a result of new information, future events or otherwise.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190924006032/en/
Simon Farrant – Vice President of Investor Relations,
Schlumberger Limited Joy V. Domingo – Director of Investor
Relations, Schlumberger Limited Office +1 (713) 375-3535
investor-relations@slb.com
Schlumberger (NYSE:SLB)
Historical Stock Chart
Von Jun 2024 bis Jul 2024
Schlumberger (NYSE:SLB)
Historical Stock Chart
Von Jul 2023 bis Jul 2024