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Offers, including the aggregate principal amount of each series of Notes that was validly tendered and not validly withdrawn at or prior to the Early Tender Deadline:
(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.
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 Accordingly, previously tendered Notes may not be withdrawn, subject to applicable law.
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.
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.
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the "Notes"), $1,821,337,000 in aggregate principal amount of Notes were validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, March 3, 2020 (the "Early Tender Deadline").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Offers, anticipated to be on March 5, 2020 (the "Early Settlement Date"), for Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline and accepted for purchase.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.
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
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 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 [email protected]. 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 [email protected], 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 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.
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.
