Halliburton Company (NYSE: HAL) announced today that, pursuant
to its previously-announced cash tender offers (each, individually
with respect to a series of Notes, a “Tender Offer” with respect to
such series, and collectively, the “Tender Offers”) to purchase up
to $1,500,000,000 aggregate principal amount (the “Maximum Tender
Offer Amount”) of its senior notes as identified in the table below
(collectively, the “Notes”), $1,821,337,000 in aggregate principal
amount of Notes were validly tendered and not validly withdrawn at
or prior to 5:00 p.m., New York City time, March 3, 2020 (the
“Early Tender Deadline”). Halliburton also announced that it has
elected to have an early settlement date for the Tender Offers,
anticipated to be on March 5, 2020 (the “Early Settlement Date”),
for Notes validly tendered and not validly withdrawn at or prior to
the Early Tender Deadline and accepted for purchase.
The Tender Offers commenced on February 19, 2020 and are
scheduled to expire at 11:59 p.m., New York City time, on March 17,
2020, unless extended by Halliburton or earlier terminated with
respect to any Tender Offer (such date and time, as it may be
extended or earlier terminated, the “Expiration Time”). However,
because the aggregate principal amount of the Notes validly
tendered and not validly withdrawn as of the Early Tender Deadline
exceeds the Maximum Tender Offer Amount, no tenders of Notes
submitted after the Early Tender Deadline will be accepted for
purchase in the Tender Offers. The terms and conditions of the
Tender Offers are described in the Offer to Purchase, dated
February 19, 2020 (the “Offer to Purchase”), and remain
unchanged.
The following table sets forth certain information regarding the
Notes and the Tender Offers, including the aggregate principal
amount of each series of Notes that was validly tendered and not
validly withdrawn at or prior to the Early Tender Deadline:
Title of Notes
CUSIP Number
Principal Amount Outstanding
Prior to the Offers
Tender Cap(1)
Acceptance Priority
Level
Aggregate Principal Amount
Tendered as of the Early Tender Deadline
Principal Amount Accepted for
Purchase
Proration Factor(2)
3.500% Senior Notes due 2023
406216BD2
$1,100,000,000
$500,000,000
1
$527,679,000
$499,939,000
94.80%
3.800% Senior Notes due 2025
406216BG5
$2,000,000,000
$1,000,000,000
2
$1,065,350,000
$999,996,000
93.89%
3.250% Senior Notes due 2021
406216AZ4
$500,000,000
$100,000,000
3
$228,308,000
$0
N/A
(1) The “Tender Cap” for each series represents the maximum
aggregate principal amount of the applicable series of Notes that
will be accepted for purchase.
(2) The proration factor has been rounded to the nearest
hundredth of a percentage point.
The amount of each series of Notes accepted for purchase was
determined pursuant to the terms and conditions of the Tender
Offers as set forth in the Offer to Purchase.
Because the principal amount of Notes validly tendered and not
validly withdrawn at or prior to the Early Tender Deadline exceeded
the Maximum Tender Offer Amount, Halliburton will accept such Notes
for purchase subject to the Acceptance Priority Levels, Tender Caps
and proration factors set forth in the table above. In addition,
because the principal amount of Notes validly tendered and not
validly withdrawn at or prior to the Early Tender Deadline exceeded
the Maximum Tender Offer Amount, Halliburton will not accept any
Notes tendered after the Early Tender Deadline. Notes not accepted
for purchase will be promptly credited to the account of the
registered holder of such Notes with The Depository Trust Company
in accordance with the Offer to Purchase.
The withdrawal deadline for the Tender Offers was 5:00 p.m., New
York City time, on March 3, 2020 and has not been extended (the
“Withdrawal Deadline”). Accordingly, previously tendered Notes may
not be withdrawn, subject to applicable law.
The consideration paid in the Tender Offers for Notes validly
tendered and not validly withdrawn at or prior to the Early Tender
Deadline and accepted for purchase will be determined in the manner
described in the Offer to Purchase by reference to the applicable
fixed spread specified for such series of Notes over the yield (the
“Reference Yield”) based on the bid side price of the applicable
U.S. Treasury Security (the “Reference U.S. Treasury Security”)
specified for each series of Notes, and includes an early tender
premium of $30 per $1,000 principal amount of such Notes, plus
accrued and unpaid interest, rounded to the nearest cent, from the
last interest payment date with respect to such Notes to, but not
including, the Early Settlement Date. The Reference Yield for each
series of Notes will be calculated by the Lead Dealer Managers (as
defined below) at 10:00 a.m., New York City time, today, in
accordance with standard market practice, subject to certain
exceptions set forth in the Offer to Purchase.
Halliburton’s obligation to accept for payment and to pay for
any of the Notes validly tendered in the Tender Offers is not
subject to any minimum principal amount of Notes in the aggregate
or of any series being tendered, but is subject to the satisfaction
or waiver of a number of conditions described in the Offer to
Purchase. The financing condition described in the Offer to
Purchase was satisfied on March 3, 2020, upon Halliburton’s
consummation of an offering of senior debt securities in an
aggregate principal amount of $1,000,000,000. Halliburton reserves
the right, subject to applicable law, to amend, extend or terminate
any of the Tender Offers at any time in its sole discretion.
Halliburton has retained BofA Securities, Inc., Deutsche Bank
Securities Inc., J.P. Morgan Securities LLC and TD Securities (USA)
LLC to act as lead dealer managers in connection with the Tender
Offers (the “Lead Dealer Managers”) and Citigroup Global Markets
Inc., HSBC Securities (USA) Inc., Mizuho Securities USA LLC and
Wells Fargo Securities, LLC to act as co-dealer managers (the
“Co-Dealer Managers” and, together with the Lead Dealer Managers,
the “Dealer Managers”). Questions and requests for assistance
regarding the terms of the Tender Offers should be directed to BofA
Securities, Inc. at (888) 292-0070 (toll-free) or (980) 683-3215
(collect); Deutsche Bank Securities Inc. at (866) 627-0391
(toll-free) or (212) 250-2955 (collect); J.P. Morgan Securities LLC
at (866) 834-4666 (toll-free) or (212) 834-3424 (collect) or TD
Securities (USA) LLC at ustmg@tdsecurities.com. Copies of the Offer
to Purchase and any amendments or supplements to the foregoing may
be obtained from D.F. King & Co., Inc., the tender agent and
information agent for the Tender Offers (the “Tender and
Information Agent”), by calling (212) 269-5550 (for banks and
brokers only) or (800) 370-1164 (toll-free) (for all others), via
email at hal@dfking.com, or via the following web address:
www.dfking.com/halliburton.
None of Halliburton, the Tender and Information Agent, the
Dealer Managers or the trustee under the indenture governing the
Notes, or any of their respective affiliates, is making any
recommendation as to whether Holders should tender or refrain from
tendering all or any portion of their Notes in response to the
Tender Offers, and no one has been authorized by any of them to
make such a recommendation. Holders must make their own decision as
to whether to tender their Notes and, if so, the principal amount
of Notes as to which action is to be taken. Holders should consult
their tax, accounting, financial and legal advisers regarding the
tax, accounting, financial and legal consequences of participating
or declining to participate in the Tender Offers.
The Tender Offers are only being made pursuant to the Offer to
Purchase. This press release is neither an offer to purchase or
sell nor a solicitation of an offer to purchase or sell any Notes
in the Tender Offers or any other securities of Halliburton. The
Tender Offers are not being made to Holders of Notes in any
jurisdiction in which the making or acceptance thereof would not be
in compliance with the securities, blue sky or other laws of such
jurisdiction. In any jurisdiction in which the Tender Offers are
required to be made by a licensed broker or dealer, the Tender
Offers will be deemed to be made on behalf of Halliburton by the
Dealer Managers, or one or more registered brokers or dealers that
are licensed under the laws of such jurisdiction.
Forward-Looking Disclosure Statement
The statements contained in this press release that are not
purely historical are forward-looking statements, including
statements regarding Halliburton’s expectations, hopes, intentions
or strategies regarding the future; the terms and timing for
settlement and completion of the Tender Offers; and the
satisfaction or waiver of conditions to the Tender Offers.
Forward-looking information involves risk and uncertainties and
reflects Halliburton’s best judgment based on current information.
While Halliburton’s management considers these expectations and
assumptions to be reasonable, they are inherently subject to
significant business, economic, competitive, regulatory and other
risks, contingencies and uncertainties, most of which are difficult
to predict and many of which are beyond Halliburton’s control. In
addition, other known or unknown risks and factors may affect the
accuracy of the forward-looking information. Factors that may cause
actual results to vary include, but are not limited to, conditions
in financial markets, investor response to Halliburton’s Tender
Offers, and other risk factors as detailed from time to time in
Halliburton’s reports filed with the U.S. Securities and Exchange
Commission.
The forward-looking statements speak only as of the date they
are made, and, except as otherwise required by applicable
securities laws, Halliburton undertakes no obligation to publicly
update any of its forward-looking statements.
About Halliburton
Founded in 1919, Halliburton is one of the world's largest
providers of products and services to the energy industry. With
approximately 55,000 employees, representing 140 nationalities in
more than 80 countries, the company helps its customers maximize
value 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 throughout the life of the asset. Visit the
company’s website at www.halliburton.com. Connect with Halliburton
on Facebook, Twitter, LinkedIn, Instagram and YouTube.
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Relations investors@halliburton.com 281-871-2688
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