SLB (NYSE: SLB) today announced the early results of the
previously announced offer by Schlumberger Holdings Corporation, an
indirect wholly-owned subsidiary of SLB (“SHC”), to purchase for
cash up to an aggregate purchase price amount, including premium
but excluding any Accrued Interest (as defined below), of
$500,000,000 (such amount, as it may be amended, the “Maximum
Purchase Price”) of the notes listed in the table below (the
“Notes”). The offer to purchase the Notes is referred to herein as
the “Offer.” Additionally, SLB announced the increase of the
Maximum Purchase Price from $500,000,000 to up to $800,000,000, and
no Notes with Acceptance Priority Levels 3 and 4 will be accepted
for purchase. All other terms of the previously announced Offer
remain unchanged.
The Offer is made upon the terms and subject to the conditions
set forth in the offer to purchase, dated November 21, 2022 (as may
be amended or supplemented from time to time, the “Offer to
Purchase”). Capitalized terms used but not defined in this press
release have the meanings given to them in the Offer to
Purchase.
Title of Security
CUSIP Numbers
Acceptance Priority Level(1)
Principal Amount Outstanding
Principal Amount Tendered
3.750% Senior Notes due 2024
806851AJ0 (144A) / U8066LAG9 (Reg
S)
1
$750,000,000
$394,869,000
4.000% Senior Notes due 2025
806851AG6 (144A) /
U8066LAE4 (Reg S)
2
$932,597,000
$409,252,000
3.900% Senior Notes due 2028
806851AK7 (144A) /
U8066LAH7 (Reg S)
3
$1,500,000,000
$682,441,000
4.300% Senior Notes due 2029
806851AH4 (144A) / U8066LAF1 (Reg
S)
4
$850,000,000
$201,039,000
_________________________
(1)
SHC will accept Notes in accordance with their Acceptance Priority
Level specified in the table above (each, an “Acceptance Priority
Level,” with 1 being the highest Acceptance Priority Level and 4
being the lowest Acceptance Priority Level), subject to the terms
and conditions described elsewhere in the Offer to Purchase,
including the Maximum Purchase Price and proration. No Notes with
Acceptance Priority Levels 3 and 4 will be accepted for purchase.
All documentation relating to the Offer, including the Offer to
Purchase, together with any updates, are available from the Tender
and Information Agent (as defined below) and are also available at
the following website: http://www.dfking.com/slb.
SLB expects to announce the pricing of the Offer, including any
proration with respect to the Notes accepted for purchase, later
today, December 6, 2022.
Subject to satisfaction or waiver of the General Conditions by
such date, all Notes validly tendered (and not validly withdrawn)
at or prior to the Early Tender Time and accepted for purchase will
be purchased by the Company on the “Early Settlement Date,” which
is expected to occur on December 8, 2022. All Holders of Notes that
are purchased will receive, in addition to the applicable Total
Consideration, a cash amount equal to the accrued and unpaid
interest on the Notes, from, and including, the immediately
preceding interest payment date up to, but excluding, the Early
Settlement Date, rounded to the nearest cent per $1,000 principal
amount of Notes.
The Offer is scheduled to expire at 11:59 p.m., New York City
time, on December 19, 2022 (unless the Offer is extended or
terminated) (such date and time, the “Expiration Time”). Withdrawal
rights expired at 5:00 p.m., New York City time, on December 5,
2022. Notes that have been tendered may no longer be withdrawn.
Since the amount of Notes validly tendered (and not validly
withdrawn) at or prior to the Early Tender Time exceeded the
Maximum Principal Amount, no additional Notes will be accepted for
purchase after the Early Tender Time.
Subject to applicable law and limitations described in the Offer
to Purchase, SHC expressly reserves the right, in its sole
discretion, to amend, extend or, upon failure of any condition
described in the Offer to Purchase to be satisfied or waived, to
terminate the Offer at any time at or prior to the Expiration
Time.
SHC has retained Deutsche Bank Securities Inc. and J.P. Morgan
Securities LLC to act as the Dealer Managers in connection with the
Offer (collectively, the “Dealer Managers”). Questions regarding
terms and conditions of the Offer should be directed to Deutsche
Bank Securities Inc. by calling toll free at (866) 627-0391 or
collect at (212) 250-2955, or to J.P. Morgan Securities LLC by
calling toll free at (866) 834-4666 or collect at (212)
834-3424.
D.F. King & Co., Inc. has been appointed as tender and
information agent (the “Tender and Information Agent”) in
connection with the Offer. Questions or requests for assistance in
connection with the Offer or for additional copies of the Offer to
Purchase, may be directed to D.F. King & Co., Inc. by calling
toll free (800) 290-6424 or collect at (212) 269-5550 or via e-mail
at slb@dfking.com. You may also contact your broker, dealer,
commercial bank, trust company or other nominee for assistance
concerning the Offer. The Offer to Purchase can be accessed at the
following website: http://www.dfking.com/slb.
Neither this press release nor the Offer to Purchase, or the
electronic transmission thereof, constitutes an offer to sell or
buy Notes, as applicable, in any jurisdiction in which, or to or
from any person to or from whom, it is unlawful to make such offer
or solicitation under applicable securities laws or otherwise. The
distribution of this press release in certain jurisdictions may be
restricted by law. In those jurisdictions where the securities,
blue sky or other laws require the Offer to be made by a licensed
broker or dealer and the Dealer Managers or any of their respective
affiliates is such a licensed broker or dealer in any such
jurisdiction, the Offer shall be deemed to be made by the Dealer
Managers or such affiliate (as the case may be) on behalf of SHC in
such jurisdiction.
About SLB
SLB (NYSE: SLB) is a global technology company that drives
energy innovation for a balanced planet. With a global footprint in
more than 100 countries and employees representing almost twice as
many nationalities, we work each day on innovating oil and gas,
delivering digital at scale, decarbonizing industries, and
developing and scaling new energy systems that accelerate the
energy transition. Find out more at slb.com.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains “forward-looking statements” within
the meaning of the federal securities laws, which include any
statements that are not historical facts. Such statements often
contain words such as “expect,” “may,” “can,” “plan,” “potential,”
“expectations,” “estimate,” “intend,” “anticipate,” “target,”
“think,” “should,” “could,” “would,” “will,” “see,” “likely,” and
other similar words. Forward-looking statements address matters
that are, to varying degrees, uncertain, such as statements
regarding the expected timing for completion of the Offer, and the
consideration of the Tender Offer. SLB 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 SLB’s most recent Forms 10-K, 10-Q, and 8-K filed with
or furnished to the Securities and Exchange Commission. If one or
more of these or other risks or uncertainties materialize (or the
consequences of any such development changes), or should SLB’s
underlying assumptions prove incorrect, actual results or outcomes
may vary materially from those reflected in the forward-looking
statements. The forward-looking statements speak only as of
November 21, 2022, and SLB and SHC disclaim any intention or
obligation to update publicly or revise such statements, whether as
a result of new information, future events or otherwise.
Slb.com/newsroom
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version on businesswire.com: https://www.businesswire.com/news/home/20221205005743/en/
Media Moira Duff – Director of External Communication,
SLB Tel: +1 (713) 375-3407 Email: media@slb.com
Investors Ndubuisi Maduemezia – Vice President of
Investor Relations, SLB Joy V. Domingo – Director of Investor
Relations, SLB Tel: +1 (713) 375-3535 Email:
investor-relations@slb.com
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