Exhibit 99
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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.
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Title of Security | | CUSIP Numbers | | Acceptance Priority Level(1) | | Principal Amount Outstanding | | | Principal Amount to be Purchased | | | Early Tender Premium(1) | | | Reference Security | | Bloomberg Reference Page | | Reference Yield | | | Fixed Spread (basis points) | | | Total Consideration (1)(2) | |
3.750% Senior Notes due 2024 | | 806851AJ0 (144A) / U8066LAG9 (Reg S) | | 1 | | $ | 750,000,000 | | | $ | 394,869,000 | | | $ | 30 | | | 2.500% U.S. Treasury Notes due 04/30/2024 | | FIT 4 | | | 4.733 | % | | | +20 | | | $ | 984.18 | |
4.000% Senior Notes due 2025 | | 806851AG6 (144A) / U8066LAE4 (Reg S) | | 2 | | $ | 932,597,000 | | | $ | 409,252,000 | | | $ | 30 | | | 4.500% U.S. Treasury Notes due 11/15/2025 | | FIT 1 | | | 4.126 | % | | | +55 | | | $ | 981.06 | |
(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(2) | The Total Consideration for Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Time (as defined below) and accepted for purchase is calculated using the applicable Fixed Spread (as set forth in the table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SHC is accepting for purchase all Notes with Acceptance Priority Levels 1 and 2 validly tendered (and not validly withdrawn) at or prior to the Early Tender Time, for an aggregate purchase price amount, including premium but excluding any Accrued Interest, of $790,122,939.54.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 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.
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