UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
42 rue Saint-Dominique, Paris, France 75007
(address) |
62 Buckingham Gate, London, United Kingdom SW1E 6AJ
Parkstraat 83, The Hague, The Netherlands 2514 JG
(Addresses of principal executive offices and zip or postal codes)
Registrant’s telephone number in the United States, including area code:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 | Other Events. |
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.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
The exhibits listed below are filed pursuant to Item 9.01 of this Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SCHLUMBERGER LIMITED |
/s/ Dianne B. Ralston |
Dianne B. Ralston |
Chief Legal Officer and Secretary |
Date: May 15, 2023 |