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)
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(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
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Emerging growth company
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| Item 8.01 | Other Events. |
On May 29, 2024, Schlumberger Investment S.A. (the “Issuer”) issued $500,000,000 aggregate principal amount of its 5.000% Senior Notes due 2034 (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 21, 2024 (the “Underwriting Agreement”), by and among (a) the Issuer and SLB and (b) Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and J.P. Morgan Securities LLC, 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 “Base Indenture”), as supplemented by a Fourth Supplemental Indenture dated as of May 29, 2024 by and among the Issuer, SLB, as guarantor, and The Bank of New York Mellon, as trustee (the “Fourth Supplemental Indenture”).
The relevant terms of the Notes, the Base Indenture and the Fourth Supplemental Indenture are further described under the caption “Description of the Notes” in the prospectus supplement dated May 21, 2024, filed with the SEC by SLB on May 23, 2024, 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 Fourth 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 Fourth 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 Fourth 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 29, 2024 |