06/12/2022 22:10
Inside Information / Other news releases
Télécharger le fichier original

INFORMATION REGLEMENTEE

News Release
SLB Announces Pricing of Debt Tender Offer
HOUSTON, December 6, 2022—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.

Fixed
Acceptance Principal Early Bloomberg Spread Total
CUSIP Priority Amount Principal Amount Tender Reference Reference Reference (basis Consideration
Title of Security Numbers Level(1) Outstanding to be Purchased Premium(1) Security Page Yield points) (1)(2)
3.750% Senior 806851AJ0 1 $750,000,000 $394,869,000 $30 2.500% U.S. FIT 4 4.733% +20 $984.18
Notes due 2024 (144A) / Treasury
U8066LAG9 Notes due
(Reg S) 04/30/2024

4.000% Senior 806851AG6 2 $932,597,000 $409,252,000 $30 4.500% U.S. FIT 1 4.126% +55 $981.06
Notes due 2025 (144A) / Treasury
U8066LAE4 Notes due
(Reg S) 11/15/2025


(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(2) The Total Consideration for Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Time (as defined below) and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validly withdrawn) at or prior to the Early Tender Time, for an aggregate purchase price amount, including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




Slb.com/newsroom
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.




Slb.com/newsroom
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.


Media Investors
Moira Duff – Director of External Communication, SLB Ndubuisi Maduemezia – Vice President of Investor Relations, SLB
Tel: +1 (713) 375-3407 Joy V. Domingo – Director of Investor Relations, SLB
Email: media@slb.com Tel: +1 (713) 375-3535
Email: investor-relations@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