Halliburton (HAL) – Odd Lot Tender Offer – $250 potential

Current Price – $45.98

Offer Price - $42.5 – $48.5

Potential Gain – 5.5% or $250 for Odd Lot holders (if the upper pricing limit is used)

Expiration date – August 22, 2013

Odd Lot holders (less than 100 shares) are not subject to proration

SEC Filling

Summary:

Halliburton Company is offering to purchase for cash shares of its common stock, 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 (“Auction Tenders”), or (ii) purchase price tenders (“Purchase Price Tenders”), in either case upon the terms and subject to the conditions described in this Offer to Purchase and in the related letter of transmittal. We are offering to purchase shares having an aggregate purchase price of no more than $3.3 billion.

Assuming that the Offer is fully subscribed, the maximum of 77,647,058 shares that the Company is offering to purchase under the Offer represents approximately 8.5% of the total number of shares issued and outstanding as of July 15, 2013. Assuming the Offer is fully subscribed, the minimum of 68,041,237 shares that the Company is offering to purchase under the Offer represents approximately 7.4% of the total number of shares issued and outstanding as of July 15, 2013.

Proration:

Upon the terms and subject to the conditions of the Offer, if shares having an aggregate purchase price of less than $3.3 billion are validly tendered and not validly withdrawn, we will buy all shares validly tendered and not validly withdrawn. Upon the terms and subject to the conditions of the Offer, if the number of shares of common stock validly tendered at or below the Purchase Price and not validly withdrawn prior to the Expiration Time would result in an aggregate purchase price of more than $3.3 billion, we will purchase shares:

First, from all holders of “odd lots” of less than 100 shares who validly tender all of their shares at or below the Purchase Price, and do not validly withdraw them prior to the Expiration Time;

Second, from all other stockholders who validly tender shares at or below the Purchase Price, and do not validly withdraw them prior to the Expiration Time, on a pro rata basis, with appropriate adjustments to avoid the purchase of fractional shares (except for stockholders who tendered shares conditionally for which the condition was not satisfied), until we have purchased shares resulting in an aggregate purchase price of $3.3 billion; and

Third, only if necessary to permit us to purchase shares resulting in an aggregate purchase price of $3.3 billion, from holders who validly tender shares at or below the Purchase Price (and do not validly withdraw them prior to the Expiration Time) conditionally (for which the condition was not initially satisfied) by random lot, to the extent feasible. To be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have validly tendered and not validly withdrawn all of their shares prior to the Expiration Time.

 

Source of Funds:

In order to satisfy the Financing Condition, we intend to enter into one or more new debt financing arrangements that collectively result in our receipt of net proceeds that are sufficient to fund a substantial portion of the aggregate purchase price of the shares we intend to purchase in the Offer (the “Financing Transaction”). The terms of such financing will be determined by market conditions and other factors at the time they occur. No assurances can be given that we will in fact commence the Financing Transaction, and if commenced, that we will consummate the Financing Transaction. Consummation of the Offer is expressly contingent upon, among other things, our completing the Financing Transaction.