Halliburton (NYSE: HAL) announced today that it is commencing a modified “Dutch auction” tender offer to repurchase shares of its common stock for an aggregate purchase price of up to $3.3 billion.
Pursuant to the tender offer, company stockholders may tender all or a portion of their shares (1) at a price specified by the tendering stockholder of not less than $42.50 and not more than $48.50 per share or (2) without specifying a purchase price, in which case their shares will be purchased at the purchase price determined in accordance with the tender offer. When the tender offer expires, Halliburton will determine the lowest price within the range of prices specified above (the “purchase price”) enabling Halliburton to purchase up to $3.3 billion in the aggregate of its common stock. Stockholders will receive the purchase price in cash, subject to applicable withholding and without interest, for shares tendered at prices equal to or less than the purchase price, subject to the conditions of the tender offer, including the provisions relating to proration, “odd lot” priority and conditional tenders in the event that the aggregate cost to purchase all of the shares validly tendered and not validly withdrawn at or below the purchase price exceeds $3.3 billion. These provisions are described in the Offer to Purchase and in the Letter of Transmittal relating to the tender offer that will be distributed to stockholders. All shares purchased by Halliburton will be purchased at the same price. All shares tendered at prices higher than the purchase price will be promptly returned to stockholders.
The tender offer will not be conditioned upon any minimum number of shares being tendered; however, the tender offer will be subject to a number of other terms and conditions, including a financing condition, specified in the Offer to Purchase. The tender offer will expire at 11:59 p.m., New York City time, on August 22, 2013, unless extended or terminated by Halliburton. Tenders of shares must be made prior to the expiration of the tender offer and may be withdrawn at any time prior to the expiration of the tender offer. Stockholders wishing to tender their shares but who are unable to deliver them physically or by book-entry transfer prior to the expiration of the tender offer, or who are unable to make delivery of all required documents to the depositary prior to the expiration of the tender offer, may tender their shares by complying with the procedures set forth in the Offer to Purchase for tendering by notice of guaranteed delivery. Georgeson Inc. will serve as information agent for the tender offer. Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC are serving as lead dealer managers, and Merrill Lynch, Pierce, Fenner & Smith Incorporated is acting as co-dealer manager. Computershare Trust Company, N.A. is acting as the depositary for the tender offer.