8-KRegulation FDExhibits & Filings

SLB LIMITED/NV 8-K Report, Regulation FD Disclosure (Dec 6, 2022)

Filed December 6, 2022For Securities:SLB

Summary

SLB Limited/NV (SLB) announced on December 6, 2022, the early tender results for its subsidiary's cash tender offer on several series of senior notes. The offer, initially capped at $500 million, has been increased to a maximum purchase price of $800 million. This adjustment reflects a strong initial response and potentially a revised capital allocation strategy by SLB. Investors should note that while the maximum purchase price has been raised, SLB has stated that no notes with Acceptance Priority Levels 3 and 4 will be accepted for purchase. All other terms of the tender offer remain consistent with the Offer to Purchase dated November 21, 2022. This filing serves as a regulatory disclosure of these tender offer developments, providing early insights into SLB's debt management activities and market receptiveness to its offer.

Key Highlights

  • 1SLB's indirect subsidiary has increased the maximum purchase price for its cash tender offer for senior notes from $500 million to $800 million.
  • 2The tender offer is for the Issuer's outstanding 3.750% Senior Notes due 2024, 4.000% Senior Notes due 2025, 3.900% Senior Notes due 2028, and 4.300% Senior Notes due 2029.
  • 3Early tender results as of December 5, 2022, indicate significant investor participation.
  • 4Notes with Acceptance Priority Levels 3 and 4 will not be accepted for purchase, regardless of the increased purchase price.
  • 5The tender offer is subject to the terms and conditions outlined in the Offer to Purchase dated November 21, 2022.
  • 6This filing (Exhibit 99) is a press release providing an update on the tender offer, not considered 'filed' under Section 18 of the Exchange Act but is incorporated by reference.
  • 7The filing contains forward-looking statements subject to risks and uncertainties detailed in SLB's other SEC filings.

Frequently Asked Questions

This 8-K filing is primarily a Regulation FD disclosure to announce early results and updates regarding a cash tender offer by SLB's subsidiary for its senior notes. It informs investors about the tender offer's progress and any changes to its terms.

The increase from $500 million to $800 million suggests a strong initial response from noteholders, indicating high participation in the tender offer. It also implies SLB is willing to repurchase more of its debt, potentially to optimize its capital structure or take advantage of favorable market conditions.

The tender offer includes SLB's indirect subsidiary's outstanding 3.750% Senior Notes due 2024, 4.000% Senior Notes due 2025, 3.900% Senior Notes due 2028, and 4.300% Senior Notes due 2029.

No, not necessarily. While the maximum purchase price has been raised, SLB has specified that notes with Acceptance Priority Levels 3 and 4 will not be accepted for purchase. The actual amount accepted will depend on the aggregate principal amount of notes validly tendered and the specific priority levels.