Halliburton Company Tender Offer with Odd-Lot provision

Posted on July 31, 2013 by admin
  • Company: Halliburton Company
  • Ticker: HAL
  • Market Cap: 41.2B
  • Size of Action: $3.3B
  • Type of Transaction: modified “Dutch auction” tender offer
  • Current Price: $45.19
  • Exchange Price: Between $42.50 and not more than $48.50 per share
  • Potential Gain (%): -0.5%-7.3%
  • Expiration: August 22
  • Tender Limit (Shares): 99
  • Max Investment ($): $4,474
  • Max Gain ($): $326
  • Sec Filing: http://www.oilandgasinvestor.com/Finance-Buy-Backs/Halliburton-Launches-33-Billion-Tender-Offer_119576
  • http://www.sec.gov/Archives/edgar/data/45012/000119312513304868/d575732dex99a1a.htm
  • Summary: We are conducting an offer by means of a procedure commonly called a “modified Dutch auction.” Upon the terms and subject to the conditions of the Offer, we are offering to purchase for cash shares of our common stock, par value $2.50 per share, pursuant to (i) Auction Tenders at prices specified by the tendering stockholders of not less than $42.50 nor greater than $48.50 per share or (ii) Purchase Price Tenders. We are offering to purchase shares having an aggregate purchase price of no more than $3.3 billion. Promptly after 11:59 p.m., New York City time, on August 22, 2013, unless the Offer is extended or terminated (such time, as it may be extended, the “Expiration Time”), we will, upon the terms and subject to the conditions of the Offer, determine a single price per share, the Purchase Price, which will be not less than $42.50 and not more than $48.50 per share, that we will pay for shares validly tendered in the Offer and not validly withdrawn, taking into account the number of shares tendered pursuant to Auction Tenders and pursuant to Purchase Price Tenders and the prices specified by stockholders tendering shares pursuant to Auction Tenders. Shares tendered pursuant to Purchase Price Tenders will be deemed to have been tendered at a price of $42.50 per share (which is the minimum price per share under the Offer) for purposes of determining the Purchase Price.
  • Odd Lots: Odd Lots. The term “odd lots” means all shares validly tendered prior to the Expiration Time at prices at or below the Purchase Price and not validly withdrawn by any person who owned, beneficially or of record, a total of fewer than 100 shares and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery (an “Odd Lot Holder”). To qualify for this preference, an Odd Lot Holder must tender all shares owned by the Odd Lot Holder in accordance with the procedures described in Section 3. Odd lots will be accepted for payment before any proration of the purchase of other tendered shares. This preference is not available to partial tenders or to beneficial or record holders of 100 or more shares in the aggregate, even if these holders have separate accounts or certificates representing fewer than 100 shares. By tendering in the Offer, an Odd Lot Holder who holds shares in his or her name and tenders such shares directly to the Depositary would not only avoid the payment of brokerage commissions, but also would avoid any applicable odd lot discounts in a sale of the holder’s shares. Any Odd Lot Holder wishing to tender all of his or her shares pursuant to the Offer should complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery.
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