Halliburton Co. (NYSE: HAL) reported the preliminary results of its modified Dutch auction tender offer, which expired on Aug. 22.
Based on the preliminary count by Computershare, the depositary for the tender offer, a total of some 100.2 million shares of Halliburton's common stock were validly tendered and not validly withdrawn at or below $48.50 per share, including 28.9 million shares that were tendered through notice of guaranteed delivery.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 68 million shares of its common stock at $48.50 per share, for $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 67.9%. The shares expected to be acquired represent 7.4% of the total number of shares of Halliburton common stock issued and outstanding as of Aug. 20.
Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC are lead dealer managers. Merrill Lynch, Pierce, Fenner & Smith Inc. is co-dealer manager.
The number of shares expected to be purchased in the tender offer and the purchase price are preliminary and subject to change. The information 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 Sept. 6. 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.
Halliburton Co. provides a range of services and products for the exploration, development, and production of oil and natural gas. The company is based in Houston.
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