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SLB > SEC Filings for SLB > Form 8-K on 3-Dec-2013All Recent SEC Filings

Show all filings for SCHLUMBERGER LTD /NV/

Form 8-K for SCHLUMBERGER LTD /NV/


3-Dec-2013

Other Events, Financial Statements and Exhibits


Item 8.01 Other Events.

On December 3, 2013, Schlumberger Investment SA ("SISA") issued $1,500,000,000 aggregate principal amount of its 3.650% Senior Notes due 2023 (the "Notes") under a registration statement on Form S-3 under the Securities Act of 1933, as amended (the "Securities Act"), filed with the Securities and Exchange Commission (the "Commission") on August 26, 2013 (Registration No. 333-190822) (the "Registration Statement"). The Notes, which are fully and unconditionally guaranteed by Schlumberger Limited ("Schlumberger"), were sold pursuant to an underwriting agreement dated as of November 25, 2013 (the "Underwriting Agreement"), by and among (a) SISA and Schlumberger and (b) Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters (collectively, the "Underwriters"). The Notes were issued under an Indenture dated as of December 3, 2013, by and among SISA, as issuer, Schlumberger, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Indenture"), as supplemented by a First Supplemental Indenture dated as of December 3, 2013 by and among SISA, as issuer, Schlumberger, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (the "First Supplemental Indenture").

The relevant terms of the Notes, the Indenture and the First Supplemental Indenture are further described under the caption "Description of the Notes" in the prospectus supplement dated November 25, 2013, filed with the Commission by Schlumberger on November 26, 2013, pursuant to Rule 424(b)(5) under the Securities Act and in the section entitled "Description of Debt Securities" in the base prospectus dated August 26, 2013, included in the Registration Statement, which descriptions are incorporated herein by reference.

The Underwriting Agreement, the Indenture and the First Supplemental Indenture (including the form of the Notes) are filed as exhibits hereto and incorporated herein by reference. The descriptions of the Underwriting Agreement, the Indenture and the First 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, the Indenture and the Supplemental Indenture (including the form of the Notes), respectively. Schlumberger is filing this Current Report on Form 8-K so as to file with the Commission certain items that are to be incorporated by reference into its Registration Statement.



Item 9.01 Financial Statements and Exhibits.

The following exhibits are filed as part of this report:

(d) Exhibits

 1      Underwriting Agreement dated November 25, 2013, by and between (a)
        Schlumberger Investment SA and Schlumberger Limited and (b) Citigroup
        Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan
        Securities LLC.

 4.1    Indenture dated as of December 3, 2013, among Schlumberger Investment SA,
        Schlumberger Limited and The Bank of New York Mellon Trust Company, N.A.,
        as trustee.

 4.2    First Supplemental Indenture dated as of December 3, 2013, among
        Schlumberger Investment SA, Schlumberger Limited and The Bank of New York
        Mellon Trust Company, N.A., as trustee.

 4.3    Form of 3.650% Senior Notes due 2023 (included as Exhibit A to Exhibit
        4.2).

 5.1    Opinion of Baker Botts L.L.P.

 5.2    Opinion of Loyens & Loeff Luxembourg S. r.l.

 5.3    Opinion of STvB Advocaten.

23.1    Consent of Baker Botts LLP (included in Exhibit 5.1).

23.2    Consent of Loyens & Loeff Luxembourg S. r.l. (included in Exhibit 5.2).

23.3    Consent of STvB Advocaten (included in Exhibit 5.3).


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