On June 26, 2020, Schlumberger Investment SA (the “Issuer”) issued $900,000,000 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 are fully and unconditionally guaranteed by Schlumberger Limited (“Schlumberger”), and were sold pursuant to an underwriting agreement dated as of June 17, 2020 (the “Underwriting Agreement”), by and among (a) the Issuer and Schlumberger and (b) Citigroup Global Markets Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC and SG Americas 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, Schlumberger, as guarantor, and The Bank of New York Mellon, as trustee (the “Indenture”), as supplemented by a Second Supplemental Indenture dated as of June 26, 2020 by and among the Issuer, Schlumberger, as guarantor, and The Bank of New York Mellon, as trustee (the “Second Supplemental Indenture”).
The relevant terms of the Notes, the Indenture and the Second Supplemental Indenture are further described under the caption “Description of the Notes” in the prospectus supplement dated June 17, 2020, filed with the SEC by Schlumberger on June 18, 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 Second 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 Second 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 Second Supplemental Indenture (including the form of the 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 its Registration Statement.