SLB (NYSE: SLB) today announced the consideration payable in
connection with the previously announced offer (the “Offer”) by
Schlumberger Holdings Corporation, an indirect wholly-owned
subsidiary of SLB (“SHC”), to purchase for cash up to a certain
amount of the notes listed in the table below (the “Notes”),
pursuant to 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
to be Purchased
Early
Tender
Premium(1)
Reference
Security
Bloomberg
Reference
Page
Reference
Yield
Fixed Spread
(basis points)
Total
Consideration
(1)(2)
3.750% Senior
Notes due 2024
806851AJ0
(144A) /
U8066LAG9
(Reg S)
1
$750,000,000
$394,869,000
$30
2.500% U.S.
Treasury Notes
due
04/30/2024
FIT 4
4.733%
+20
$984.18
4.000% Senior
Notes due 2025
806851AG6
(144A) /
U8066LAE4
(Reg S)
2
$932,597,000
$409,252,000
$30
4.500% U.S.
Treasury Notes
due
11/15/2025
FIT 1
4.126%
+55
$981.06
_______________
(1)
Per $1,000 principal amount.
(2)
The Total Consideration for Notes
validly tendered (and not validly withdrawn) at or prior to the
Early Tender Time (as defined below) and accepted for purchase is
calculated using the applicable Fixed Spread (as set forth in the
table above) and is inclusive of the Early Tender Premium (as set
forth in the table above).
SHC is accepting for purchase all Notes with Acceptance Priority
Levels 1 and 2 validly tendered (and not validly withdrawn) at or
prior to the Early Tender Time, for an aggregate purchase price
amount, including premium but excluding any Accrued Interest, of
$790,122,939.54. No additional Notes will be accepted after the
Early Tender Time. As previously disclosed, 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.
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such date, all Notes validly tendered (and not validly withdrawn)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 SHC 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.
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. 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
View source
version on businesswire.com: https://www.businesswire.com/news/home/20221205005758/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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