| Item 7.01 |
Regulation FD Disclosure. |
On December 6, 2022, Schlumberger Limited (“SLB”) issued a press release announcing the early tender results as of 5:00 p.m., New York City time, on December 5, 2022, of the previously announced cash tender offer (the “Tender Offer”) by Schlumberger Holdings Corporation, an indirect wholly-owned subsidiary of SLB (the “Issuer”), for up to an aggregate purchase price amount of $500,000,000, including premium but excluding any accrued interest, of the Issuer’s outstanding 3.750% Senior Notes due 2024, 4.000% Senior Notes due 2025, 3.900% Senior Notes due 2028, and 4.300% Senior Notes due 2029 (collectively, the “Notes”). In addition, SLB announced the increase of the Maximum Purchase Price (as defined in the Offer to Purchase, dated as of November 21, 2022 (the “Offer to Purchase”)) from $500,000,000 to up to $800,000,000, and that no Notes with Acceptance Priority Levels (as defined in the Offer to Purchase) 3 and 4 will be accepted for purchase. All other terms of the Tender Offer remain unchanged. The Tender Offer is subject to the terms and conditions set forth in the Offer to Purchase, which was previously sent to holders of the Notes and posted online at www.dfking.com/slb.
A copy of the press release is included with this Form 8-K as Exhibit 99 and incorporated into this Item 7.01 by reference. In accordance with General Instruction B.2. of Form 8-K, the information in this Item 7.01 (including Exhibit 99) will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor will it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.
Cautionary Statement Regarding Forward-Looking Statements
This Form 8-K and Exhibit 99 attached hereto contain “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 Tender Offer, and the consideration of the Tender Offer. SLB and the Issuer 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 disclaims any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise.