Halliburton Company (NYSE: HAL) announced today the pricing
terms of 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”), as well as the
anticipated early settlement date for the Tender Offers on March 5,
2020 (the “Early Settlement Date”), as previously announced. 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 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tendered and not validly withdrawn as of the Early Tender Deadline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 following table sets forth the terms of the Tender
Offers:
Title of Notes
CUSIP Number
Aggregate
Principal Amount
Outstanding
Tender Cap(1)
Acceptance
Priority
Level
Reference
U.S. Treasury
Security
Reference
Yield
Fixed Spread
Total
Consideration(2)(3)
3.500% Senior Notes due 2023
406216BD2
$1,100,000,000
$500,000,000
1
1.375% due February 15, 2023
0.633%
30 bps
$1,079.64
3.800% Senior Notes due 2025
406216BG5
$2,000,000,000
$1,000,000,000
2
1.375% due January 31, 2025
0.708%
55 bps
$1,133.36
(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) Per $1,000 principal amount of the applicable series of
Notes tendered at or prior to 5 p.m., New York City time, on March
3, 2020 (the “Early Tender Deadline”) and accepted for
purchase.
(3) The “Total Consideration” is based on the applicable fixed
spread specified for such series of Notes in the table above over
the “Reference Yield” based on the bid side price of the “Reference
U.S. Treasury Security” specified for each series of Notes in the
table above, and is payable to holders of the Notes who validly
tendered and did not validly withdraw their Notes at or prior to
the Early Tender Deadline and whose Notes are accepted for purchase
by Halliburton. The Reference Yields listed in the table were
determined at 10:00 a.m., New York City time, today, March 4, 2020,
by the Lead Dealer Managers (as defined below) for the Tender
Offers upon the terms and conditions set forth in the Offer to
Purchase. The Total Consideration for each series of Notes includes
an early tender premium of $30 per $1,000 principal amount of such
Notes accepted for purchase by Halliburton. In addition to the
Total Consideration, payment for Notes accepted for purchase will
include 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.
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 and Tender
Caps set forth in the table above and the proration arrangements
applicable to the Tender Offers. 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. Halliburton expects to purchase Notes validly
tendered and not validly withdrawn before the Early Tender Deadline
on the Early Settlement Date, subject to the Maximum Tender Offer
Amount, the applicable Tender Caps, the proration arrangements
applicable to the Tender Offers and the other terms and conditions
to the Tender Offers set forth in 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. Only holders of Notes
that validly tendered and did not validly withdraw their Notes at
or prior to the Early Tender Deadline will be eligible to receive
the Total Consideration on the Early Settlement Date, subject to
the satisfaction or waiver of the conditions to the Tender Offers
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 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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