Halliburton Announces Preliminary Results of Its Tender Offer
HOUSTON -- August 23, 2013
Halliburton (NYSE: HAL) today announced the preliminary results of its
modified Dutch auction tender offer, which expired at 11:59 p.m., New York
City time, on Thursday, August 22, 2013.
Based on the preliminary count by Computershare, the depositary for the tender
offer, a total of approximately 100.2 million shares of Halliburton's common
stock were validly tendered and not validly withdrawn at or below the purchase
price of $48.50 per share, including approximately 28.9 million shares that
were tendered through notice of guaranteed delivery.
In accordance with the terms and conditions of the tender offer and based on
the preliminary count by the depositary, Halliburton expects to acquire
approximately 68.0 million shares of its common stock at a price of $48.50 per
share, for an aggregate cost of approximately $3.3 billion, excluding fees and
expenses relating to the tender offer. As such, Halliburton has been informed
by the depositary that the preliminary proration factor for the tender offer
is approximately 67.9%. The shares expected to be acquired represent
approximately 7.4% of the total number of shares of Halliburton common stock
issued and outstanding as of August 20, 2013.
The number of shares expected to be purchased in the tender offer and the
purchase price are preliminary and subject to change. The preliminary
information contained in this press release is subject to confirmation by the
depositary and is based on the assumption that all shares tendered through
notice of guaranteed delivery will be delivered within the three trading day
settlement period. The final number of shares to be purchased and the final
purchase price will be announced following the expiration of the guaranteed
delivery period and the completion by the depositary of the confirmation
process. Payment for the shares accepted for purchase pursuant to the tender
offer, and the return of all other shares tendered and not purchased, will
occur promptly thereafter.
As noted in the Offer to Purchase relating to the tender offer, Halliburton
may purchase additional shares of its common stock in the future in the open
market subject to market conditions. Halliburton may also purchase shares of
its common stock in private transactions, tender offers, or otherwise. Under
applicable securities laws, however, Halliburton may not purchase any such
shares of its common stock until after September 6, 2013. Any future purchases
of shares by Halliburton will depend on many factors, including the market
price of the shares, the final results of the tender offer, Halliburton’s
business and financial position and general economic and market conditions.
Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC are serving
as lead dealer managers for the tender offer, and Merrill Lynch, Pierce,
Fenner & Smith Incorporated is serving as a co-dealer manager. Stockholders
who have questions or would like additional information about the tender offer
may contact the information agent for the tender offer, Georgeson Inc., at
(888) 293-6812 (toll-free).
Founded in 1919, Halliburton is one of the world’s largest providers of
products and services to the energy industry. With more than 75,000 employees,
representing 140 nationalities in approximately 80 countries, the company
serves the upstream oil and gas industry throughout the lifecycle of the
reservoir – from locating hydrocarbons and managing geological data, to
drilling and formation evaluation, well construction and completion, and
optimizing production through the life of the field.
NOTE: The statements in this press release that are not historical statements,
including statements regarding the number and purchase price of shares
expected to be purchased pursuant to the tender offer and regarding future
purchases of shares, are forward-looking statements within the meaning of the
federal securities laws. These statements are subject to numerous risks and
uncertainties, many of which are beyond the company’s control, which could
cause actual results to differ materially from the results expressed or
implied by the statements. Halliburton’s Form 10-K for the year ended December
31, 2012, Form 10-Q for the quarter ended June 30, 2013, recent Current
Reports on Form 8-K, and other Securities and Exchange Commission filings
discuss some of the important risk factors identified that may affect
Halliburton’s business, results of operations, and financial condition.
Halliburton undertakes no obligation to revise or update publicly any
forward-looking statements for any reason. There can be no assurance as to the
amount, timing or prices of any future share repurchases. The specific timing
and amount of repurchases may vary based on market conditions and other
factors. Halliburton’s share repurchase program may be suspended at any time.
Halliburton, Investor Relations
Kelly Youngblood, 281-871-2688
Halliburton, Corporate Affairs
Beverly Blohm Stafford, 281-871-2601
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