Schlumberger : Report of unscheduled material events or corporate event

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 18, 2019

SCHLUMBERGER N.V. (SCHLUMBERGER LIMITED)

(Exact name of registrant as specified in its charter)

Curaçao	1-4601	52-0684746
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
	42, rue Saint-Dominique, Paris, France 75007
	5599 San Felipe, Houston, Texas U.S.A. 77056
	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: [phone]

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-commencementcommunications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
• Pre-commencementcommunications 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:

		Trading		Name of each exchange
Title of each class		Symbol(s)		on which registered
common stock, par value $0.01 per share		SLB		New York Stock Exchange

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 7.01 Regulation FD Disclosure.

On September 18, 2019, Schlumberger Limited ("Schlumberger") issued a press release announcing that Schlumberger Holdings Corporation, an indirect wholly-owned subsidiary of Schlumberger (the "Issuer"), has commenced a cash tender offer (the "Tender Offer") for (a) any and all of the Issuer's outstanding 3.000% Notes due 2020 (the "2020 Notes") and (b) any and all of the Issuer's outstanding 3.625% Notes due 2022 (the "2022 Notes," and, together with the 2020 Notes, the "Notes"). The complete terms and conditions of the Tender Offer are set forth in an offer to purchase and notice of guaranteed delivery (collectively, the "Tender Offer Documents") that will be sent to registered holders of the Notes and be posted online at www.dfking.com/slb. The Tender Offer will expire at 5:00 p.m., New York City time, on September 24, 2019, unless extended or earlier terminated (the "Expiration Time").

The applicable consideration 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 2:00 p.m., New York City time, on September 24, 2019, unless extended.

Holders will also receive accrued and unpaid interest on the Notes validly tendered and accepted for purchase from the applicable last interest payment date up to, but not including, the date the Issuer makes payment for such Notes, which date is anticipated to be September 27, 2019 (the "Settlement Date").

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 - that is, statements about the future, not about past events. Such statements often contain words such as "expect," "may," "believe," "plan," "estimate," "intend," "anticipate," "should," "could," "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. Schlumberger 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 Schlumberger's most recent Forms 10-K,10-Q, and 8-K filed with or furnished to the Securities and Exchange Commission. Actual outcomes may vary materially from those reflected in Schlumberger's forward-looking

statements. The forward-looking statements speak only as of the date of this Form 8-K, and Schlumberger 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.

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

99 Press release of Schlumberger Limited dated September 18, 2019.

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

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/ Saul R. Laureles

Saul R. Laureles

Assistant Secretary

Date: September 18, 2019

Exhibit 99

Schlumberger Announces Tender Offer for Any and All of Schlumberger Holdings Corporation's Outstanding 3.000% Senior Notes Due 2020 and 3.625% Senior Notes Due 2022

HOUSTON, September 18, 2019 - Schlumberger Limited ("Schlumberger") today announced that Schlumberger Holdings Corporation, an indirect wholly-owned subsidiary of Schlumberger ("SHC"), has commenced a cash tender offer for any and all of its outstanding (a) 3.000% Senior Notes due 2020 (the "2020 Notes") and (b) 3.625% Senior Notes due 2022 (the "2022 Notes," and together with the 2020 Notes, the "Notes"), on the terms and subject to the conditions set forth in the Offer to Purchase, dated the date hereof (as may be amended or supplemented from time to time, the "Offer to Purchase") and the related Notice of Guaranteed Delivery attached to the Offer to Purchase (as may be amended or supplemented from time to time, the "Notice of Guaranteed Delivery"). As of September 18, 2019, there were $1,198,732,000 aggregate principal amount of the 2020 Notes outstanding and $616,522,000 aggregate principal amount of the 2022 Notes outstanding. The tender offer is referred to herein as the "Offer." The Offer to Purchase and the Notice of Guaranteed Delivery are referred to herein collectively as the "Offer Documents."

Certain information regarding the Notes and the pricing for the Offer is set forth in the table below.

		Principal Amount	U.S. Treasury	Bloomberg
Title of Security	CUSIP Numbers	Outstanding	Reference Security	Reference Page	Fixed Spread
3.000% Senior	806851AC5 /	$1,198,732,000	1.875% U.S. Treasury	PX4	25 bps
Notes due 2020	U8066LAC8		Notes due December 15,
			2020
3.625% Senior	806851AE1 /	$616,522,000	1.500% U.S. Treasury	PX1	35 bps
Notes due 2022	U8066LAD6		Notes due September 15,
			2022

Holders must validly tender (and not validly withdraw) their Notes, or deliver a properly completed and duly executed Notice of Guaranteed Delivery for their Notes, at or before the Expiration Time (as defined below) in order to be eligible to receive the applicable Tender Offer Consideration (as defined below). In addition, holders whose Notes are purchased in the Offer will receive accrued and unpaid interest from the last interest payment date to, but not including, the Settlement Date (as defined in the Offer to Purchase) for the applicable Notes. SHC expects the Settlement Date to occur on September 27, 2019, the third business day after the Expiration Time.

The Offer will expire at 5:00 p.m., New York City time, on September 24, 2019 (such time and date, as it may be extended, the "Expiration Time"), unless extended or earlier terminated by SHC. The Notes tendered may be withdrawn at any time at or before the Expiration Time by following the procedures described in the Offer to Purchase.

SHC's obligation to accept for purchase and to pay for Notes validly tendered and not validly withdrawn pursuant to the Offer is subject to the satisfaction or waiver, in SHC's discretion, of certain conditions, which are more fully described in the Offer to Purchase. The complete terms and conditions of the Offer are set forth in the Offer Documents. Holders of the Notes are urged to read the Offer Documents carefully.