Underwriting Agreement - Form 8-K

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): May 15, 2023

SCHLUMBERGER N.V. (SCHLUMBERGER LIMITED)

(Exact name of registrant as specified in its charter)

Curaçao		1-4601		52-0684746
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

42 rue Saint-Dominique, Paris, France 75007

5599 San Felipe, Houston, Texas, U.S.A. 77056 (address)

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: (713)513-2000

Check the appropriate box below if the Form 8-Kfiling 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-12under 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:

Title of each class		Trading Symbol(s)		Name of each exchange 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-2of the Securities Exchange Act of 1934 (§240.12b-2of 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 8.01

Other Events.

On May 15, 2023, Schlumberger Investment S.A. (the "Issuer") issued $500,000,000 aggregate principal amount of its 4.500% Senior Notes due 2028 and $500,000,000 aggregate principal amount of its 4.850% Senior Notes due 2033 (the "Notes") under a registration statement on Form S-3under the Securities Act of 1933, as amended (the "Securities Act"). The registration statement was filed with the SEC on May 8, 2023 (Registration No. 333-271711)(the "Registration Statement").

The Notes are fully and unconditionally guaranteed by Schlumberger Limited ("SLB"), and were sold pursuant to an underwriting agreement dated as of May 8, 2023 (the "Underwriting Agreement"), by and among (a) the Issuer and SLB and (b) BofA Securities, Inc., Deutsche Bank Securities Inc. and MUFG Securities Americas Inc., 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, SLB, as guarantor, and The Bank of New York Mellon, as trustee, as amended by a Second Supplemental Indenture dated as of June 26, 2020 (as so amended, the "Indenture"), as supplemented by a Third Supplemental Indenture dated as of May 15, 2023 by and among the Issuer, SLB, as guarantor, and The Bank of New York Mellon, as trustee (the "Third Supplemental Indenture").

The relevant terms of the Notes, the Indenture and the Third Supplemental Indenture are further described under the caption "Description of the Notes" in the prospectus supplement dated May 8, 2023, filed with the SEC by SLB on May 10, 2023, pursuant to Rule 424(b)(5) under the Securities Act and in the section entitled "Description of Debt Securities" in the base prospectus dated May 8, 2023, included in the Registration Statement. These descriptions are incorporated in this Item 8.01 by reference.

The Underwriting Agreement and the Third Supplemental Indenture (including the form of the Notes) are filed as exhibits to this Current Report on Form 8-Kand incorporated by reference. The descriptions of the Underwriting Agreement and the Third Supplemental Indenture (including the form of the Notes) in this Current Report on Form 8-Kare summaries and are qualified in their entirety by the terms of the Underwriting Agreement and the Third Supplemental Indenture (including the form of the Notes). SLB is filing this Current Report on Form 8-Kso as to file with the SEC certain items that are to be incorporated by reference into its Registration Statement.

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 May 8, 2023, by and among (a) Schlumberger Investment S.A. and Schlumberger Limited and (b) BofA Securities, Inc., Deutsche Bank Securities Inc. and MUFG Securities Americas Inc.
4.1		Third Supplemental Indenture dated as of May 15, 2023, among Schlumberger Investment S.A., Schlumberger Limited and The Bank of New York Mellon, as trustee.
4.2		Form of 4.500% Senior Notes due 2028 (included as Exhibit A to Exhibit 4.1).
4.2		Form of 4.850% Senior Notes due 20233 (included as Exhibit B to Exhibit 4.1).
5.1		Opinion of Gibson, Dunn & Crutcher LLP.
5.2		Opinion of Loyens & Loeff Luxembourg SARL.
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 SARL (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).

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.