On September 18, 2020, Schlumberger Finance Canada Ltd. (the “Issuer”) issued $500,000,000 aggregate principal amount of 1.400% Senior Notes due 2025 (the “Notes”) under a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The registration statement was filed with the SEC on September 9, 2020 (Registration No. 333-248675) (the “Registration Statement”).
The Notes are fully and unconditionally guaranteed by Schlumberger Limited (“Schlumberger”), and were sold pursuant to an underwriting agreement dated as of September 9, 2020 (the “Underwriting Agreement”), by and among (a) the Issuer and Schlumberger and (b) BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the various underwriters (collectively, the “Underwriters”). The Notes were issued under an Indenture dated as of September 18, 2020 (the “Indenture”), by and among the Issuer, Schlumberger, as guarantor, and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by a First Supplemental Indenture dated as of September 18, 2020 by and among the Issuer, Schlumberger, as guarantor, and the Trustee (the “First Supplemental Indenture”).
The relevant terms of the Notes, the Indenture and the First Supplemental Indenture are further described under the caption “Description of the Notes” in the prospectus supplement dated September 9, 2020, filed with the SEC by Schlumberger on September 10, 2020, pursuant to Rule 424(b)(5) under the Securities Act and in the section entitled “Description of Debt Securities” in the base prospectus dated September 9, 2020, included in the Registration Statement. These descriptions are incorporated in this Item 8.01 by reference.
The Underwriting Agreement, the Indenture and the First Supplemental Indenture (including the form of the Notes) are filed as exhibits to this Current Report on Form 8-K and incorporated by reference. The descriptions of the Underwriting Agreement, the Indenture and the First Supplemental Indenture (including the form of the Notes) in this Current Report on Form 8-K are summaries and are qualified in their entirety by the terms of the Underwriting Agreement, the Indenture and the First Supplemental Indenture (including the form of the Notes). Schlumberger is filing this Current Report on Form 8-K so as to file with the SEC certain items that are to be incorporated by reference into the Registration Statement.