On May 15, 2023, Schlumberger Investment S.A. (the “Issuer”) issued $500,000,000 aggregate principal amount of its 4.500% Senior Notes due 2028 and $500,000,000 aggregate principal amount of its 4.850% Senior Notes due 2033 (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 May 8, 2023 (Registration No. 333-271711) (the “Registration Statement”).
The Notes are fully and unconditionally guaranteed by Schlumberger Limited (“SLB”), and were sold pursuant to an underwriting agreement dated as of May 8, 2023 (the “Underwriting Agreement”), by and among (a) the Issuer and SLB and (b) BofA Securities, Inc., Deutsche Bank Securities Inc. and MUFG Securities Americas Inc., as representatives of the various underwriters (collectively, the “Underwriters”). The Notes were issued under an Indenture dated as of December 3, 2013, by and among the Issuer, SLB, as guarantor, and The Bank of New York Mellon, as trustee, as amended by a Second Supplemental Indenture dated as of June 26, 2020 (as so amended, the “Indenture”), as supplemented by a Third Supplemental Indenture dated as of May 15, 2023 by and among the Issuer, SLB, as guarantor, and The Bank of New York Mellon, as trustee (the “Third Supplemental Indenture”).
The relevant terms of the Notes, the Indenture and the Third Supplemental Indenture are further described under the caption “Description of the Notes” in the prospectus supplement dated May 8, 2023, filed with the SEC by SLB on May 10, 2023, pursuant to Rule 424(b)(5) under the Securities Act and in the section entitled “Description of Debt Securities” in the base prospectus dated May 8, 2023, included in the Registration Statement. These descriptions are incorporated in this Item 8.01 by reference.
The Underwriting Agreement and the Third 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 and the Third 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 and the Third Supplemental Indenture (including the form of the Notes). SLB 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 its Registration Statement.