Blog: SCHLUMBERGER LIMITED/NV : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 7.01 Regulation FD Disclosure.

On November 21, 2022, Schlumberger Limited (“SLB”) issued a press release
announcing that Schlumberger Holdings Corporation, an indirect wholly-owned
subsidiary of SLB (the “Issuer”), has commenced a cash tender offer (the “Tender
Offer”) for up to an aggregate purchase price of $500,000,000, including premium
but excluding any accrued interest, of the Issuer’s outstanding (a) 3.750%
Senior Notes due 2024 (the “2024 Notes”); (b) 4.000% Senior Notes due 2025 (the
“2025 Notes”); (c) 3.900% Senior Notes due 2028 (the “2028 Notes”); and
(d) 4.300% Senior Notes due 2029 (the “2029 Notes” and, together with the 2024
Notes, the 2025 Notes and the 2028 Notes, the “Notes”). The complete terms and
conditions of the Tender Offer are set forth in an offer to purchase (the “Offer
to Purchase”) that will be sent to registered holders of the Notes and be posted
online at http://www.dfking.com/slb. The Tender Offer will expire at 11:59 p.m., New
York City time, on December 19, 2022, unless extended or earlier terminated (the
“Expiration Time”).

The applicable purchase price for each $1,000 principal amount of Notes validly
tendered and not validly withdrawn and accepted for purchase pursuant to the
Tender Offer will be determined in the manner described in the Tender Offer
Documents by reference to the applicable fixed spread for such Notes plus the
applicable yield based on the bid-side price of the applicable U.S. Treasury
Reference Security at 10:00 a.m., New York City time, on December 6, 2022,
unless extended.

A copy of the press release is included with this Form 8-K as Exhibit 99 and
incorporated into this Item 7.01 by reference. In accordance with General
Instruction B.2. of Form 8-K, the information in this Item 7.01 (including
Exhibit 99) will not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor will it be
deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, except as expressly set forth by specific reference in such a
filing.

Cautionary Statement Regarding Forward-Looking Statements

This Form 8-K and Exhibit 99 attached hereto contain “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 terms and timing for completion of the Tender Offer, including the
acceptance for purchase of any Notes validly tendered and the expected
Expiration Time and Settlement Date thereof, and the consideration of the Tender
Offer. SLB and the Issuer 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 disclaims any intention or obligation to update
publicly or revise such statements, whether as a result of new information,
future events or otherwise.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits

The exhibit listed below is furnished pursuant to Item 9.01 of this Form 8-K.

99        Press release dated November 21, 2022.

104     Cover Page Interactive Data File (embedded within the Inline XBRL document).

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