Item 8.01 Other Events.
On August 11, 2020, Schlumberger Investment SA (the "Issuer") issued
$350,000,000 aggregate principal amount of 2.650% Senior Notes due 2030 (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 April 25, 2019 (Registration No. 333-231029) (the "Registration
Statement").
The Notes constitute a further issuance of the 2.650% Senior Notes due 2030, of
which $900,000,000 aggregate principal amount was issued on June 26, 2020 (the
"Existing Notes"). The Notes are also referred to in this Form 8-K as the
"Additional Notes." The Additional Notes form a single series with, and have the
same terms (other than the initial offering price and the issue date) as, the
Existing Notes. The Additional Notes have the same CUSIP and will trade
interchangeably with the Existing Notes. After giving effect to the issuance of
the Additional Notes, there is $1,250,000,000 aggregate principal amount
outstanding of 2.650% Senior Notes due 2030.
The Additional Notes are fully and unconditionally guaranteed by Schlumberger
Limited ("Schlumberger"). The Additional Notes were sold pursuant to an
underwriting agreement dated as of August 4, 2020 (the "Underwriting
Agreement"), by and among the Issuer, Schlumberger and Citigroup Global Markets
Inc. (the "Underwriter"). The Additional Notes were issued under an Indenture
dated as of December 3, 2013 (the "Indenture"), by and among the Issuer,
Schlumberger, as guarantor, and The Bank of New York Mellon, as trustee (the
"Trustee"), as supplemented by a Second Supplemental Indenture dated as of
June 26, 2020 by and among the Issuer, Schlumberger, as guarantor, and the
Trustee (the "Second Supplemental Indenture"), and as further supplemented by an
Officers' Certificate dated as of August 11, 2020 executed by the Issuer and
Schlumberger (the "Officers' Certificate").
The relevant terms of the Notes, the Indenture, the Second Supplemental
Indenture and the Officers' Certificate are further described under the caption
"Description of the Notes" in the prospectus supplement dated August 4, 2020,
filed with the SEC by Schlumberger on August 6, 2020, pursuant to Rule 424(b)(5)
under the Securities Act and in the section entitled "Description of Debt
Securities" in the base prospectus dated April 25, 2019, included in the
Registration Statement. These descriptions are incorporated in this Item 8.01 by
reference.
The Underwriting Agreement and the Officers' Certificate (including the form of
the Additional 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 Officers' Certificate (including the form of the Additional 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 Officers'
Certificate (including the form of the Additional Notes). Schlumberger 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 the Registration Statement.
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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.
1 Underwriting Agreement dated August 4, 2020, by and among Schlumberger
Investment SA, Schlumberger Limited and Citigroup Global Markets Inc.
4.1 Officers' Certificate dated as of August 11, 2020, executed by
Schlumberger Investment SA and Schlumberger Limited.
4.2 Form of 2.650% Senior Notes due 2030 (included as Exhibit A to Exhibit
4.1).
5.1 Opinion of Gibson, Dunn & Crutcher LLP.
5.2 Opinion of Loyens & Loeff Luxembourg S.à r.l.
5.3 Opinion of STvB Advocaten (Europe) N.V.
23.1 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
23.2 Consent of Loyens & Loeff Luxembourg S.à r.l. (included in Exhibit 5.2).
23.3 Consent of STvB Advocaten (Europe) N.V. (included in Exhibit 5.3).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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