HOUSTON, March 27, 2019—Schlumberger Holdings Corporation (“SHC” or the “Company”) today announced the early participation results of a private offer to exchange three series of senior notes in the table below (collectively the “Old Notes”) for a new series of senior notes to be due in 2028 (the “New Notes”). The offer is referred to herein as the “Exchange Offer.”
The table below identifies the aggregate principal amount of each series of Old Notes validly tendered (and not validly withdrawn) in the Exchange Offer as of 5:00 p.m., New York City time, on March 26, 2019 (the “Early Participation Date”):
|Title of Security
||Principal Amount Outstanding
||Acceptance Priority Level
||Principal Amount Tendered
|3.000% Senior Notes due December 21, 2020 (“2020 Notes”)
||Rule 144A: 806851AC5 / Regulation S: U8066LAC8
||Rule 144A: US806851AC55 / Regulation S: USU8066LAC82
|3.625% Senior Notes due December 21, 2022 (“2022 Notes”)
||Rule 144A: 806851AE1 / Regulation S: U8066LAD6
|Rule 144A: US806851AE12 / Regulation S: USU8066LAD65
|4.000% Senior Notes due December 21, 2025 (“2025 Notes”)
|Rule 144A: 806851AG6 / Regulation S: U8066LAE4
|Rule 144A: US806851AG69 / Regulation S: USU8066LAE49
A total of $873,539,000 aggregate principal amount of 2025 Notes was tendered for exchange by debt holders in the early participation window. Consequently, SHC decided to increase the aggregate principal amount of New Notes offered in the Exchange Offer to $1,500,000,000 from the previously announced $1,250,000,000 aggregate principal amount and to waive the $500,000,000 aggregate principal amount cap applicable to the 2025 Notes. The 2025 Notes tendered for exchange will be subject to proration pursuant to the terms of the Exchange Offer, as described in the offering memorandum (the “Offering Memorandum”), dated March 13, 2019.
SHC expects to accept all 2020 Notes and 2022 Notes validly tendered and not validly withdrawn as of the Early Participation Date. Because the aggregate principal amount of Old Notes validly tendered and not validly withdrawn as of the Early Participation Date exceeds the increased $1,500,000,000 cap in aggregate principal amount of New Notes that SHC intends to issue in the Exchange Offer, SHC does not anticipate accepting any additional tenders of Old Notes in the Exchange Offer.
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 was conducted upon the terms and subject to the conditions set forth in the Offering Memorandum.
Terms of the Exchange Offer
The Exchange Offer will expire at 11:59 p.m., New York City time, on April 9, 2019, unless extended or earlier terminated by SHC.
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 United States holding a discretionary account or similar account (other than an estate or trust) for the benefit or account of a non-“U.S. person”, (ii) if located or resident in any Member State of the European Economic Area which has implemented Directive 2003/71/EC , as amended, including by Directive 2010/73/EU (the “Prospectus Directive”), a “qualified investor” as defined in the Prospectus Directive and (iii) if located or resident in Canada, is located or resident in a province of Canada and is an “accredited investor” as such term is defined in National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), and, if resident in Ontario, section 73.3(1) of the Securities Act (Ontario), in each case, that is not an individual unless that person is also a “permitted client” as defined in National Instrument 31-103 - Registration Requirements, Exemptions and Ongoing Registrant Obligations (“NI 31-103”) (each, an “Eligible Holder”).
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 the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.
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 United Kingdom, this press release is only being communicated to, and any other documents or materials relating to the Exchange Offer is only being distributed to and are only directed at, (i) persons who are outside the United Kingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act (Financial Promotion) Order 2005, as amended (the “Order”) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Articles 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.
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 D.F. King & Co., Inc., the exchange agent and information agent for the Exchange Offer, at (877) 732-3612 (toll-free); (212) 269-5550 (banks and brokers); email: email@example.com. Holders can request the Exchange Offer documents at www.dfking.com/slb.
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 Securities and Exchange Commission (“SEC”) available at the SEC’s Internet site (http://www.sec.gov). Actual results may differ materially from those expected, estimated or projected. Forward-looking statements speak only as of the date they are made, and the Company disclaims any intention or obligation to publicly update or revise any of them in light of new information, future events or otherwise.
For further information, contact:
Simon Farrant – Vice President of Investor Relations, Schlumberger Limited
Joy V. Domingo – Manager of Investor Relations, Schlumberger Limited
Office +1 (713) 375-3535