TIDMSCL
Schlumberger Holdings Corporation ("SHC" or the "Company") today
announced pricing terms with respect to its 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."
For each $1,000 principal amount of Old Notes validly tendered
and not validly withdrawn prior to 5:00 p.m., New York City time,
on March 26, 2019 (the "Early Participation Date") and accepted by
SHC, the following table sets forth the yields, the Total
Consideration and the principal amount of the New Notes, as priced
below:
Title of Security CUSIP Number ISIN ReferenceUSTSecurity Reference Yield(1) Fixed Spread(basispoints) Yield(2) TotalConsideration(3) PrincipalAmount ofNew Notes
3.000% Senior Notes Rule 144A: Rule 1.750% U.S. Treasury 2.269% 25 2.519% $1,007.54 $1,008.81
dueDecember 806851AC5 / 144A:US806851AC55/Regulation Notesdue 11/15/2020
21, 2020 Regulation S: S:USU8066LAC82
U8066LAC8
3.625% Senior Notes Rule 144A: Rule 2.375% U.S. Treasury 2.137% 50 2.637% $1,033.07 $1,034.37
dueDecember 806851AE1 / 144A:US806851AE12/Regulation Notesdue 03/15/2022
21, 2022 Regulation S: S:USU8066LAD65
U8066LAD6
4.000% Senior Notes Rule 144A: Rule 2.375% U.S. Treasury 2.145% 110 3.245% $1,043.58 $1,044.90
dueDecember 806851AG6 / 144A:US806851AG69/Regulation Notesdue 02/29/2024
21, 2025 Regulation S: S:USU8066LAE49
U8066LAE4
(1) The bid-side yield on the Reference UST Security.(2)
Reflects the bid-side yield on the Reference UST Security plus the
applicable Fixed Spread, calculated in accordance with the
procedures set forth in the Offering Memorandum, dated March 13,
2019 (the "Offering Memorandum").(3) The Total Consideration for
each series Old Notes includes the early participation payment of
$50.00 of principal amount of New Notes per $1,000 principal amount
of Old Notes.
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 New Notes will have an interest rate of 3.900%, a yield of
3.916% and the New Issue Price of $998.74, which has been
determined by reference to the bid-side yield on the 2.625% U.S.
Treasury Notes due February 15, 2029, as of 11:00 a.m. New York
City time on March 27, 2019 (such date and time, the "Pricing
Time"), which was 2.366%.
The Exchange Offer is being conducted upon the terms and subject
to the conditions set forth in the Offering Memorandum, as amended
by SHC's press release dated as of March 27, 2019.
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:
slb@dfking.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.
Simon Farrant - Vice President of Investor Relations,
Schlumberger LimitedJoy V. Domingo - Manager of Investor Relations,
Schlumberger LimitedTel: +1 (713)
375-3535investor-relations@slb.com
View source version on businesswire.com:
https://www.businesswire.com/news/home/20190327005687/en/
This information is provided by Business Wire
(END) Dow Jones Newswires
March 27, 2019 14:08 ET (18:08 GMT)
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