Halliburton (NYSE: HAL) announced today the pricing of an
offering of $7.5 billion aggregate principal amount of senior
notes. The notes are being issued in five tranches: $1.25 billion
of 5-year notes bearing interest at a fixed rate of 2.70% per year
and maturing on November 15, 2020; $1.25 billion of 7-year notes
bearing interest at a fixed rate of 3.375% per year and maturing on
November 15, 2022; $2 billion of 10-year notes bearing interest at
a fixed rate of 3.80% per year and maturing on November 15, 2025;
$1 billion of 20-year notes bearing interest at a fixed rate of
4.85% per year and maturing on November 15, 2035; and $2 billion of
30-year notes bearing interest at a fixed rate of 5.00% per year
and maturing on November 15, 2045. The offering is expected to
close on November 13, 2015.
Halliburton intends to use the net proceeds of the offering for
general corporate purposes, including financing a portion of the
cash consideration component of Halliburton’s pending acquisition
of Baker Hughes Incorporated (“Baker Hughes”). In the event that
the Baker Hughes acquisition is not consummated, Halliburton
intends to use the net proceeds from the sale of the 2025 notes,
the 2035 notes and the 2045 notes for general corporate purposes.
The 2020 notes and the 2022 notes will be subject to a special
mandatory redemption if the Baker Hughes acquisition is not
consummated. Pending the application of the net proceeds to finance
the Baker Hughes acquisition, Halliburton may temporarily invest
the net proceeds in cash equivalents or short-term investments.
The notes are being offered pursuant to an effective shelf
registration statement on Form S-3 previously filed with the
Securities and Exchange Commission. Citigroup Global Markets Inc.,
Credit Suisse Securities (USA) Inc., Merrill Lynch, Pierce, Fenner
& Smith Incorporated and Mizuho Securities USA Inc. are acting
as joint book-running managers in connection with the offering of
the notes. The notes are being offered only by means of a
prospectus supplement and accompanying prospectus, copies of which
may be obtained from:
Citigroup Global Markets Inc.c/o Broadridge Financial
Solutions1155 Long Island AvenueEdgewood, NY 11717Tel:
1-800-831-9146,E-mail: prospectus@citi.com
Credit Suisse Securities (USA) Inc.Attn: Prospectus Dept1
Madison AvenueNew York, NY, 10010
Merrill Lynch, Pierce, Fenner & Smith Incorporated222
Broadway, 11th Floor, New York, NY 10038Attn: Prospectus
DepartmentToll-free: 1-800-294-1322E-mail:
dg.prospectus_requests@baml.com
Mizuho Securities USA Inc.320 Park Avenue, New York, NY
10022Attention: Debt Capital MarketsTel: 1-866-271-7403
This press release does not constitute an offer to sell or a
solicitation of an offer to buy the securities described herein,
nor shall there be any sale of these securities in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
About Halliburton
Founded in 1919, Halliburton is one of the world's largest
providers of products and services to the energy industry. With
approximately 65,000 employees, representing 140 nationalities in
over 80 countries, the company serves the upstream oil and gas
industry 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 through the life of the field. Visit the
company’s website at www.halliburton.com. Connect with Halliburton
on Facebook, Twitter, LinkedIn, Oilpro and YouTube.
NOTE: This press release contains forward-looking statements
within the meaning of the federal securities laws, including
statements regarding the expected closing date and use of proceeds
of the offering. These statements are subject to numerous risks and
uncertainties, many of which are beyond Halliburton’s control,
which could cause actual results to differ materially from the
results expressed or implied by the statements. Halliburton’s Form
10-K for the year ended December 31, 2014, Form 10-Q for the
quarters ended March 31, 2015, June 30, 2015 and September 30,
2015, recent Current Reports on Form 8-K, and other Securities and
Exchange Commission filings discuss some of the important risk
factors identified that may affect Halliburton’s business, results
of operations, and financial condition. Halliburton undertakes no
obligation to revise or update publicly any forward-looking
statements for any reason.
Additional Information: This communication does not constitute
an offer to buy or sell or the solicitation of an offer to buy or
sell any securities or a solicitation of any vote or approval. In
connection with the proposed business combination between
Halliburton and Baker Hughes, Halliburton has filed with the
Securities and Exchange Commission (the “SEC”) a registration
statement on Form S-4, including Amendments No. 1 and 2 thereto,
and a definitive joint proxy statement/prospectus of Halliburton
and Baker Hughes and other documents related to the proposed
transaction. The registration statement was declared effective by
the SEC on February 17, 2015 and the definitive proxy
statement/prospectus has been mailed to stockholders of Halliburton
and Baker Hughes. INVESTORS AND SECURITY HOLDERS OF HALLIBURTON AND
BAKER HUGHES ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS, REGISTRATION STATEMENT AND OTHER DOCUMENTS
FILED OR THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders may obtain free copies
of these documents and other documents filed with the SEC by
Halliburton and/or Baker Hughes through the website maintained by
the SEC at http://www.sec.gov. Copies of the documents filed with
the SEC by Halliburton are available free of charge on
Halliburton’s internet website at http://www.halliburton.com or by
contacting Halliburton’s Investor Relations Department by email at
investors@Halliburton.com or by phone at +1-281-871-2688. Copies of
the documents filed with the SEC by Baker Hughes are available free
of charge on Baker Hughes’ internet website at
http://www.bakerhughes.com or by contacting Baker Hughes’ Investor
Relations Department by email at alondra.oteyza@bakerhughes.com or
by phone at +1-713-439-8822.
Participants in the Solicitation: Halliburton, Baker Hughes,
their respective directors and certain of their respective
executive officers may be considered participants in the
solicitation of proxies in connection with the proposed
transaction. Information about the directors and executive officers
of Halliburton is set forth in its Annual Report on Form 10-K for
the year ended December 31, 2014, which was filed with the SEC on
February 24, 2015, its proxy statement for its 2015 annual meeting
of stockholders, which was filed with the SEC on April 7, 2015, and
its Quarterly Report on Form 10-Q for the quarter ended September
30, 2015, which was filed with the SEC on October 23, 2015.
Information about the directors and executive officers of Baker
Hughes is set forth in its Annual Report on Form 10-K for the year
ended December 31, 2014, which was filed with the SEC on February
26, 2015, its proxy statement for its 2015 annual meeting of
stockholders, which was filed with the SEC on March 27, 2015, and
its Quarterly Report on Form 10-Q for the quarter ended September
30, 2015, which was filed with the SEC on October 21, 2015. These
documents can be obtained free of charge from the sources indicated
above. Additional information regarding the participants in the
proxy solicitations and a description of their direct and indirect
interests, by security holdings or otherwise, are contained in the
proxy statement/prospectus and other relevant materials filed with
the SEC.
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version on businesswire.com: http://www.businesswire.com/news/home/20151105007044/en/
HalliburtonFor Investors:Kelly Youngblood,
281-871-2688Investor Relationsinvestors@halliburton.comorFor
Media:Emily Mir, 281-871-2601Public
Relationspr@halliburton.com
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