Halliburton Company (NYSE: HAL) announced today that it has
commenced 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”).
Each Tender Offer is open to all registered holders of such
series of Notes (individually, a “Holder” and collectively, the
“Holders”). Subject to the Maximum Tender Offer Amount and the
“Tender Caps” (as set forth in the table below), the amount of a
series of Notes that is purchased in the Tender Offers on the
applicable Settlement Date (as defined below) will be based on the
acceptance priority level for such series (in numerical priority
order, with 1 being the highest) (the “Acceptance Priority Level”)
set forth in the table below and on the cover page of the Offer to
Purchase, dated February 19, 2020 (the “Offer to Purchase”),
subject to the proration arrangements applicable to the Tender
Offers.
Title of Notes
CUSIP Number
Aggregate Principal Amount
Outstanding
Tender Cap
Acceptance Priority
Level
Reference U.S. Treasury
Security
Bloomberg Reference
Page(1)
Fixed Spread
Early Tender
Premium(2)
3.500% Senior Notes due 2023
406216BD2
$1,100,000,000
$500,000,000
1
1.375% due February 15, 2023
FIT1
30 bps
$30
3.800% Senior Notes due 2025
406216BG5
$2,000,000,000
$1,000,000,000
2
1.375% due January 31, 2025
FIT1
55 bps
$30
3.250% Senior Notes due 2021
406216AZ4
$500,000,000
$100,000,000
3
2.125% due August 15, 2021
FIT4
20 bps
$30
(1)
The applicable page on Bloomberg from
which the Lead Dealer Managers (as defined below) will quote the
bid-side prices of the applicable Reference U.S. Treasury Security
(as defined below).
(2)
Per $1,000 principal amount of the
applicable series of Notes tendered at or prior to the Early Tender
Deadline (as defined below) and accepted for purchase.
The Tender Offers are being made upon, and are subject to, the
terms and conditions set forth in the Offer to Purchase. The Tender
Offers will 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”). No tenders
of Notes submitted after the Expiration Time will be valid. Holders
of Notes that are validly tendered and not validly withdrawn at or
prior to 5:00 p.m., New York City time, on March 3, 2020 (such date
and time, as it may be extended, the “Early Tender Deadline”) that
are accepted for purchase will receive the applicable Total
Consideration (as defined below), which includes an early tender
premium of $30 per $1,000 principal amount of the Notes accepted
for purchase (the “Early Tender Premium”). Holders of Notes that
are validly tendered and not validly withdrawn following the Early
Tender Deadline but at or prior to the Expiration Time that are
accepted for purchase (if any) will receive only the applicable
“Tender Offer Consideration,” which is, for each series of Notes,
the applicable Total Consideration minus the applicable Early
Tender Premium.
The “Total Consideration” for each series per $1,000 principal
amount of Notes validly tendered and accepted for purchase by
Halliburton pursuant to the Tender Offers 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 in the
table above over the 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 in the table above,
as calculated by the Lead Dealer Managers at 10:00 a.m., New York
City time, on March 4, 2020, in accordance with standard market
practice, subject to certain exceptions set forth in the Offer to
Purchase.
In addition to the Total Consideration or Tender Offer
Consideration, as applicable, Holders of Notes accepted for
purchase will receive accrued and unpaid interest, rounded to the
nearest cent on the applicable series of Notes from the last
interest payment date with respect to such Notes to, but not
including, the applicable Settlement Date.
Tendered Notes may be validly withdrawn from the Tender Offers
at or prior to 5:00 p.m., New York City time, on March 3, 2020,
unless extended by Halliburton with respect to any Tender Offer
(such date and time, as it may be extended, the “Withdrawal
Deadline”). After the applicable Withdrawal Deadline, Holders who
have validly tendered their Notes may not validly withdraw such
Notes unless Halliburton is required to extend withdrawal rights
under applicable law.
Halliburton reserves the right, but is under no obligation, at
any point following the Early Tender Deadline and before the
Expiration Time, subject to the satisfaction or waiver of the
conditions to the Tender Offers (including the Financing Condition
(as defined below)), to accept for purchase any Notes validly
tendered and not validly withdrawn at or prior to the Early Tender
Deadline (the settlement date of such purchase being the “Early
Settlement Date”), subject to the Maximum Tender Offer Amount, the
Tender Caps, the Acceptance Priority Levels and the proration
arrangements applicable to the Tender Offers. The Early Settlement
Date will be determined at Halliburton’s option and is currently
expected to occur on or after March 5, 2020, subject to all
conditions to the Tender Offers (including the Financing Condition)
having been either satisfied or waived by Halliburton. Irrespective
of whether Halliburton chooses to exercise its option to have an
Early Settlement Date, Halliburton will purchase any remaining
Notes that have been validly tendered at or prior to the Expiration
Time and that Halliburton chooses to accept for purchase, subject
to all conditions to the Tender Offers (including the Financing
Condition) having been either satisfied or waived by Halliburton,
promptly following the Expiration Time (the settlement date of such
purchase being the “Final Settlement Date”; the Final Settlement
Date and the Early Settlement Date each being a “Settlement Date”),
subject to the Maximum Tender Offer Amount, the Tender Caps, the
Acceptance Priority Levels and proration arrangements applicable to
the Tender Offers. The Final Settlement Date is expected to occur
on March 19, 2020, the second business day following the Expiration
Time, assuming that the conditions to the Tender Offers (including
the Financing Condition) are satisfied or waived and Notes in an
aggregate principal amount equal to the Maximum Tender Offer Amount
are not purchased on the Early Settlement Date.
Subject to the Maximum Tender Offer Amount, the Tender Caps and
the proration arrangements applicable to the Tender Offers, all
Notes validly tendered at or prior to the Early Tender Deadline
having a higher Acceptance Priority Level will be accepted before
any Notes validly tendered at or prior to the Early Tender Deadline
having a lower Acceptance Priority Level are accepted. Among any
Notes validly tendered following the Early Tender Deadline but at
or prior to the Expiration Time, Notes having a higher Acceptance
Priority Level will be accepted before any Notes having a lower
Acceptance Priority Level are accepted. However, if the Tender
Offers are not fully subscribed as of the Early Tender Deadline,
subject to the Tender Caps, Notes validly tendered at or prior to
the Early Tender Deadline will be accepted for purchase in priority
to other Notes tendered following the Early Tender Deadline, even
if such Notes tendered following the Early Tender Deadline have a
higher Acceptance Priority Level than Notes tendered at or prior to
the Early Tender Deadline.
Acceptances for tenders of Notes of a series may be subject to
proration if the aggregate principal amount of the Notes of such
series validly tendered would cause the applicable Tender Cap or
the Maximum Tender Offer Amount to be exceeded. Furthermore, absent
an amendment of the Tender Offers, (i) if the Tender Offers are
fully subscribed as of the Early Tender Deadline, Holders who
validly tender Notes following the Early Tender Deadline will not
have any of their Notes accepted for purchase, and (ii) if any
Tender Cap is reached as of the Early Tender Deadline, Holders who
validly tender Notes subject to such Tender Cap following the Early
Tender Deadline will not have any of their Notes of such series
accepted for 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, including a financing condition in respect of issuing
senior debt securities on satisfactory terms and conditions (the
“Financing Condition”). Halliburton reserves the right, subject to
applicable law, to: (i) waive any and all conditions to any Tender
Offer; (ii) extend or terminate any Tender Offer; (iii) increase or
decrease the Maximum Tender Offer Amount and/or increase, decrease
or eliminate any of the Tender Caps; or (iv) otherwise amend any
Tender Offer in any respect.
A Holder wishing to tender Notes may do so by book-entry
transfer and delivery of an agent’s message pursuant to DTC’s
Automated Tender Offer Program. Halliburton has retained BofA
Securities, 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 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
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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