Schlumberger Announces Debt Exchange for Three Series of Senior Notes of Schlumberger Holdings Corporation
The table below summarizes the terms of the Old Notes and the consideration of the Exchange Offer:
Title of Security | CUSIP Number | ISIN |
Acceptance Priority Level |
Principal Amount Outstanding (MM) |
Reference UST Security |
Fixed Spread (basis points)(1) |
Bloomberg |
|||||||||||||||||||||
3.000% Senior Notes due |
Rule 144A: 806851AC5 / Regulation S: U8066LAC8 |
Rule 144A: |
1 | $1,600.0 |
1.750% U.S. |
25 | PX4 | |||||||||||||||||||||
3.625% Senior Notes due |
Rule 144A: 806851AE1 / Regulation S: U8066LAD6 |
Rule 144A: |
2 | $850.0 |
2.375% U.S. |
50 | PX1 | |||||||||||||||||||||
4.000% Senior Notes due |
Rule 144A: 806851AG6 / Regulation S: U8066LAE4 |
Rule 144A: |
3 | $1,750.0 |
2.375% U.S. |
110 | PX1 |
(1) |
The Early Participation Payment for the Exchange Offer will be $50.00 of principal amount of New Notes per $1,000 principal amount (the “Early Participation Payment”) of Old Notes and is included in the Total Consideration. |
|
(2) | No more than $500,000,000 aggregate principal amount of the 2025 Notes (the “2025 Notes Cap”) will be accepted for exchange in the Exchange Offer. | |
The table below summarizes the terms of the New Notes:
Title of Security | Maturity Date | New Notes Cap (MM) | Minimum New Notes Size (MM) | Benchmark Security |
Spread to |
Bloomberg |
||||||||||||||||||
Senior Notes due 2028 | May 17, 2028 | $1,250.0 | 500.0 |
2.625% U.S. Treasury |
155 bps | PX1 | ||||||||||||||||||
Holders whose Old Notes are accepted for exchange will receive in cash accrued and unpaid interest from the last applicable interest payment date to, but excluding, the date on which the exchange of such Old Notes is settled, and amounts due in lieu of fractional amounts of New Notes.
The Exchange Offer is being conducted upon the terms and subject to the
conditions set forth in an offering memorandum (the “Offering
Memorandum”) dated
Only Eligible Holders of Old Notes who validly tender their Old Notes at
or before
Subject to the New Notes Cap, the 2025 Notes Cap and proration, all Old Notes validly tendered and not validly withdrawn on or before the Early Participation Date having a higher acceptance priority level will be accepted before any tendered Old Notes having a lower acceptance priority level are accepted in the Exchange Offer, and all Old Notes validly tendered after the Early Participation Date having a higher acceptance priority level will be accepted before any Old Notes tendered after the Early Participation Date having a lower acceptance priority level are accepted in the Exchange Offer. However, Old Notes validly tendered and not validly withdrawn on or before the Early Participation Date will be accepted by us in priority to Old Notes tendered after the Early Participation Date, even if the Old Notes tendered after the Early Participation Date have a higher acceptance priority level than the Old Notes tendered prior to the Early Participation Date.
The 2025 Notes subject to the 2025 Notes Cap may be subject to proration
if the aggregate principal amount of 2025 Notes validly tendered and not
validly withdrawn is greater than the 2025 Notes Cap. Furthermore, if
acceptance of all validly tendered Old Notes of a particular series
(together with all validly tendered Old Notes with a greater acceptance
priority to such series) would cause us to issue a principal amount of
New Notes greater than the New Notes Cap, then the Exchange Offer will
be oversubscribed and if we accept any of such series of Old Notes in
the Exchange Offer, we will accept for exchange tendered Old Notes of
such series on a prorated basis, with the aggregate principal amount of
each holder’s validly tendered Old Notes of such series accepted by us
determined by multiplying each holder’s tender by the applicable
proration factor, and rounding the product down to the nearest
The Exchange Offer will expire at
The Exchange Offer is only made, and the New Notes are only being
offered and will only be issued, and copies of the offering documents
will only be made available, to a holder of Old Notes who has certified
its status as either (a) a “qualified institutional buyer” as defined in
Rule 144A under the Securities Act of 1933, as amended (the “Securities
Act”) or (b) (i) a person who is not a “U.S. person” as defined under
Regulation S under the Securities Act, or a dealer or other professional
fiduciary organized, incorporated or (if an individual) residing in
The New Notes have not been registered under the Securities Act or any
state securities laws. Therefore, the New Notes may not be offered or
sold in
This press release is not an offer to sell or a solicitation of an offer to buy any of the securities described herein. The Exchange Offer is being made solely by the Offering Memorandum and only to such persons and in such jurisdictions as is permitted under applicable law.
In the
Documents relating to the Exchange Offer will only be distributed to
holders of Old Notes who complete and return a letter of eligibility
confirming that they are Eligible Holders. Holders of Old Notes who
desire a copy of the eligibility letter may contact
Cautionary Note Regarding Forward-Looking Statements
This communication contains “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. The
expected timetable for completing the Exchange Offer is a
forward-looking statement. The Company cannot give any assurance that
such expectations will prove correct. These statements are subject to,
among other things, risk factors that are discussed in Schlumberger
Limited’s most recent Annual Report on Form 10-K, as well as
Schlumberger Limited’s other filings with the
View source version on businesswire.com: https://www.businesswire.com/news/home/20190313005851/en/
Source:
Simon Farrant – Vice President of Investor Relations, Schlumberger
Limited
Joy V. Domingo – Manager of Investor Relations,
Schlumberger Limited
Tel: +1 (713) 375-3535
investor-relations@slb.com