As filed with the Securities and Exchange Commission on August 3, 2010.

Registration No. 333-166656

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No. 2

to

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

HALLIBURTON COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

3000 North Sam Houston Parkway East

Houston, Texas 77032

(281) 871-2699

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Albert O. Cornelison, Jr.

Executive Vice President and General Counsel

Halliburton Company

3000 North Sam Houston Parkway East

Houston, Texas 77032

(281) 871-2699

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

 

Approximate date of commencement of the proposed sale of the securities to the public:  As soon as practicable after this registration statement becomes effective and upon completion of the merger described in the enclosed document.

 

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  o

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

(Do not check if a smaller reporting company)

 

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

 

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o

 

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) o

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

 

 

 

SUBJECT TO COMPLETION, DATED AUGUST 3, 2010

 

PROPOSED MERGER — YOUR VOTE IS VERY IMPORTANT

 

The boards of directors of Halliburton Company, or Halliburton, and Boots & Coots, Inc., or Boots & Coots, have approved an agreement and plan of merger, or the merger agreement, pursuant to which Boots & Coots will be merged with and into Gradient, LLC, or Gradient, with Gradient surviving as a direct wholly owned subsidiary of Halliburton. We are sending this proxy statement/prospectus to you to ask you to vote in favor of a proposal to adopt the merger agreement and other matters.

 

Under the merger agreement, Boots & Coots stockholders may elect to receive consideration consisting of cash, shares of Halliburton common stock or a combination of both in exchange for their shares of Boots & Coots common stock, subject to a proration feature. Subject to modification in order to achieve the intended tax consequences of the merger, Boots & Coots stockholders electing to receive a mix of cash and stock consideration and non-electing stockholders will receive (1) $1.73 in cash and (2) a fraction of a share of Halliburton common stock equal to an exchange ratio, which will be calculated by dividing $1.27 by the volume weighted average trading price of a share of Halliburton common stock during the five-day trading period ending on the second full trading day immediately prior to the effective date of the merger (referred to as the Halliburton five-day average price), for each share of Boots & Coots common stock they own. Subject to proration and as more fully described in this proxy statement/prospectus, (i) Boots & Coots stockholders electing to receive all cash will receive $3.00 for each share of Boots & Coots common stock they own and (ii) Boots & Coots stockholders electing to receive only Halliburton common stock will receive a fraction of a share of Halliburton common stock equal to an exchange ratio, which will be calculated by dividing $3.00 by the Halliburton five-day average price, for each share of Boots & Coots common stock they own. However, Halliburton will not issue any fractional shares of its common stock in connection with the merger. For each fractional share that would otherwise be issued, Halliburton will pay cash (without interest) in an amount equal to the product of the fractional share and the Halliburton five-day average price. We anticipate that, immediately following completion of the merger, Boots & Coots stockholders that receive Halliburton common stock in the merger will own less than 1.0% of the outstanding shares of Halliburton common stock.

 

Halliburton’s common stock is listed on the New York Stock Exchange under the symbol “HAL.” Boots & Coots’ common stock is listed on the NYSE Amex under the symbol “WEL.”

 

In connection with the merger, Boots & Coots is holding a special meeting of its stockholders to consider and vote on the merger agreement and certain other matters.

 

Your vote is very important. At Boots & Coots’ special meeting, Boots & Coots stockholders will be asked to adopt the merger agreement. The merger agreement provides for, among other things, the merger of Boots & Coots with and into Gradient and the issuance of Halliburton common stock to Boots & Coots stockholders as part of the merger consideration.

 

This document is a prospectus relating to the shares of Halliburton common stock to be issued pursuant to the merger and a proxy statement for Boots & Coots to solicit proxies for its special meeting of stockholders. It contains answers to frequently asked questions and a summary of the important terms of the merger, the merger agreement and related matters, followed by a more detailed discussion.

 

For a discussion of certain significant matters that you should consider before voting on the proposed transaction, see “Risk Factors” beginning on page 27.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Halliburton common stock to be issued pursuant to the merger or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

 

This proxy statement/prospectus is dated          , 2010 and is first being mailed to stockholders of Boots & Coots on or about          , 2010.

REFERENCES TO ADDITIONAL INFORMATION

 

This proxy statement/prospectus incorporates important business and financial information about Halliburton and Boots & Coots from documents that are not included in or delivered with this proxy statement/prospectus. You can review documents incorporated by reference in this proxy statement/prospectus free of charge through the Securities and Exchange Commission, or the SEC, website (http://www.sec.gov) or by requesting them in writing or by telephone from the applicable company at the following addresses and telephone numbers:

 

 

You will not be charged for any of these documents that you request. Boots & Coots stockholders requesting documents should do so by          , 2010, in order to receive them before the special meeting of Boots & Coots stockholders.

 

See “Where You Can Find More Information” beginning on page 103.

 

VOTING BY TELEPHONE, INTERNET OR MAIL

 

Boots & Coots stockholders of record may submit their proxies by:

 

Telephone.  You can vote by telephone by calling the toll-free number (800) 776-9437 in the United States, Canada or Puerto Rico on a touch-tone telephone. You will then be prompted to enter the control number printed on your proxy card and to follow the subsequent instructions. Telephone voting is available 24 hours a day until 11:59 p.m., New York time, on          , 2010. If you vote by telephone, you do not need to return your proxy card or voting instruction card.

 

Internet.  You can vote over the Internet by accessing the website at www.voteproxy.com and following the instructions on the secure website. Internet voting is available 24 hours a day until 11:59 p.m., New York time, on          , 2010. If you vote over the Internet, you do not need to return your proxy card or voting instruction card.

 

Mail.  You can vote by mail by completing, signing, dating and mailing your proxy card or voting instruction card in the postage-paid envelope included with this proxy statement/prospectus.

 

If you hold your Boots & Coots shares through a bank, broker, custodian or other record holder:

 

Please refer to your proxy card or voting instruction form or the information forwarded by your bank, broker, custodian or other record holder to see which voting methods are available to you.

 

BOOTS & COOTS, INC.

7908 N. Sam Houston Parkway W., 5th Floor

Houston, Texas 77064

 

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF BOOTS & COOTS, INC.

To Be Held On          , 2010

 

To the Stockholders of Boots & Coots, Inc.:

 

We will hold a special meeting of the stockholders of Boots & Coots on          , 2010 at          , local time, at          , for the following purposes:

 

 

Only holders of record of Boots & Coots common stock at the close of business on          , 2010, the record date for the special meeting, are entitled to receive this notice and to vote their shares at the special meeting or at any adjournment or postponement of the special meeting.

 

We cannot complete the merger unless holders of a majority of all outstanding shares of Boots & Coots common stock vote to adopt the merger agreement.

 

For more information about the merger and the other transactions contemplated by the merger agreement, please review the accompanying proxy statement/prospectus and the merger agreement attached to it as Annex A.

 

Boots & Coots’ board of directors recommends that Boots & Coots stockholders vote “FOR” the adoption of the merger agreement and “FOR” the adjournment of the Boots & Coots special meeting, if necessary or appropriate to permit further solicitation of proxies. In considering the recommendation of Boots & Coots’ board of directors, stockholders of Boots & Coots should be aware that members of Boots & Coots’ board of directors and its executive officers have agreements and arrangements that provide them with interests in the merger that may be different from, or in addition to, those of Boots & Coots stockholders. See “The Merger — Interests of Certain Persons in the Merger that May be Different from Your Interests” beginning on page 60.

 

By Order of the Board of Directors,

 

Douglas E. Swanson
Chairman

Houston, Texas

          , 2010

 

 

 

 

TABLE OF CONTENTS

 

 

The following are answers to common questions that you may have regarding the merger and the special meeting. Halliburton and Boots & Coots urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes to, and the documents incorporated by reference in, this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 103.

 

In this proxy statement/prospectus, unless the context otherwise requires, “Halliburton” refers to Halliburton Company and its consolidated subsidiaries, “Gradient” refers to Gradient, LLC, a wholly owned subsidiary of Halliburton, “Boots & Coots” refers to Boots & Coots, Inc. and its consolidated subsidiaries, the “merger agreement” refers to the Agreement and Plan of Merger, dated April 9, 2010, by and among Halliburton, Gradient and Boots & Coots, a copy of which is attached as Annex A to this proxy statement/prospectus, and the “merger” refers to the merger of Boots & Coots with and into Gradient, as contemplated by the merger agreement.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SUMMARY

The Companies
(Page 37)

 

The Merger
(Page 38)

	•	for tax purposes, tax counsel will treat shares of Boots & Coots restricted stock that are exchanged for Halliburton common stock in the merger as having been exchanged for cash solely for purposes of computing the total stock value; and
	•	the fair market value of a share of Halliburton common stock is determined for tax purposes as of the effective date of the merger instead of using the Halliburton five-day average price.

 

Opinion of Howard Frazier Barker Elliott, Inc.
(Page 53)

 

Board of Directors and Management of Halliburton Following the Merger
(Page 60)

 

The Stockholder Meeting
(Page 33)

	•	to consider and vote upon a proposal to adopt the merger agreement; and
	•	to consider and vote upon a proposal to adjourn the special meeting, if necessary or appropriate to solicit additional proxies in favor of the foregoing proposal.

 

Record Date
(Page 33)

 

Votes Required
(Page 34)

 

Outstanding Shares and Share Ownership of Management
(Page 34)

 

Risks Relating to the Merger
(Page 27)

 

Material U.S. Federal Income Tax Consequences of the Merger
(Page 91)

 

Accounting Treatment
(Page 59)

 

Appraisal Rights
(Page 66)

 

Conditions to the Merger
(Page 85)

	•	the absence of any statute, rule, order, decree or regulation that prohibits the consummation of the merger;
	•	the registration statement that includes this prospectus becoming effective under the Securities Act and not being the subject of any stop order or proceeding seeking a stop order;
	•	the authorization for listing on the NYSE of the shares of Halliburton common stock to be issued pursuant to the merger;
	•	the receipt of tax opinions from counsel for each of Halliburton and Boots & Coots to the effect that the merger will qualify as a reorganization under Section 368(a) of the Code;
	•	subject to certain exceptions, neither Mr. Winchester nor Mr. Edwards ceasing to be employed by Boots & Coots or expressing any intention to terminate his employment or declining to accept employment with Halliburton; and
	•	other customary conditions, including the absence of a material adverse effect on Halliburton or Boots & Coots.

 

Regulatory Requirements
(Page 70)

 

Termination of the Merger Agreement
(Page 87)

	•	if the merger has not occurred on or before October 1, 2010 (December 1, 2010 if all conditions other than the termination or expiration of the waiting period under the HSR Act or any statute requiring premerger notification have been or are capable of being fulfilled), or the outside date, but neither party may terminate the merger agreement if that party’s failure to fulfill any material obligation under the merger agreement has caused or resulted in the failure of the merger to occur on or before the outside date;
	•	a governmental entity has issued a final, non-appealable statute, rule, order, decree or regulation or taken any other action, in each case permanently restraining, enjoining or otherwise prohibiting the merger, but neither party may terminate the merger agreement if its failure to fulfill any material obligation under the merger agreement has been the cause of or resulted in such action or if it materially breaches certain provisions of the merger agreement with respect to such action;
	•	the Boots & Coots stockholders have failed to adopt the merger agreement at the Boots & Coots special meeting; or
	•	if the other party has breached or failed to perform any representation, warranty or covenant in the merger agreement such that the conditions to the closing of the merger agreement related to the accuracy of the representations and warranties or the performance of the covenants of such other party would fail and that breach or failure is incapable of being cured prior to the outside date or is not cured within 30 days after notice of the breach or failure to perform, as long as the terminating party is not in material breach and has not materially failed to perform any of its representations, warranties or covenants in the merger agreement.

	•	Boots & Coots has breached or failed to perform in any respect any of its covenants or other agreements in the merger agreement prohibiting it from, among other things, soliciting other acquisition proposals and requiring it to call and hold the Boots & Coots stockholder meeting;
	•	the Boots & Coots board of directors has effected a change in its recommendation or the Boots & Coots board of directors or any committee thereof has resolved to make such a change;

	•	Boots & Coots has recommended, adopted or approved, or proposed publicly to recommend, adopt or approve, any acquisition proposal (as defined in “Terms of the Merger Agreement — Certain Additional Agreements”) or acquisition agreement relating thereto;

	•	Boots & Coots has failed to reaffirm the recommendation of its board of directors that the Boots & Coots stockholders vote in favor of the adoption of the merger agreement within three business days following receipt from Halliburton of a written request for such reaffirmation; or
	•	within ten business days after a tender or exchange offer relating to securities of Boots & Coots has first been published or announced, Boots & Coots has not sent or given to its stockholders pursuant to Rule 14e-2 promulgated under the Securities Exchange Act of 1934, as amended, or the Exchange Act, a statement disclosing that its board of directors recommends rejection of such tender or exchange offer.

 

Termination Fee and Expense Reimbursement
(Page 88)

 

Interests of Certain Persons in the Merger that May be Different from Your Interests
(Page 60)

	•	lump sum payments to executive officers of up to approximately $3.7 million in the aggregate in exchange for the termination and waiver of substantially all of those executive officers’ rights under their current arrangements with Boots & Coots;
	•	the accelerated vesting of Boots & Coots SARs and options to purchase shares of Boots & Coots common stock held by Boots & Coots’ directors and executive officers at the effective time of the merger and the right to receive a cash payment in respect of such SARs and options;
	•	the accelerated vesting of Boots & Coots restricted stock held by Boots & Coots’ directors and executive officers at the effective time of the merger and the right to receive the merger consideration in respect of that restricted stock; and
	•	positions with Halliburton that Boots & Coots executive officers are expected to hold upon completion of the merger, including Messrs. Winchester’s and Edwards’ roles in managing Boots & Coots’ business.

 

Acquisition Proposals
(Page 81)

	•	Boots & Coots’ board of directors determines in good faith after consultation with financial advisors and outside legal counsel that:

	•	the proposal constitutes or is reasonably likely to result in a transaction more favorable to its stockholders than the merger and is reasonably likely to be completed on the terms proposed; and
	•	the third party has the financial and legal capability to consummate that proposal; and

	•	Boots & Coots’ board of directors determines after the receipt of advice from outside legal counsel that the failure to take such action would be reasonably likely to result in a breach of its fiduciary duties.

	•	determines in good faith after consultation with outside legal counsel that the failure to take such action would be reasonably likely to result in a breach of its fiduciary duties; and
	•	provides prior written notice to Halliburton that it is contemplating taking such action, five business days have passed since Halliburton received the notice and, if Halliburton has requested, Boots & Coots has negotiated in good faith with respect to any changes to the merger agreement which would allow the Boots & Coots board of directors not to take such action consistent with its fiduciary duties.

 

Comparison of Stockholder Rights
(Page 96)

 

Recent Developments

	•	a five-year, $1.5 billion contract to provide a broad base of products and services to an international oil company for its work associated with North America; and

	•	several wins totaling $1 billion, including $700 million to provide deepwater drilling fluid services in the Gulf of Mexico, Brazil, Indonesia, Angola, and other countries and $300 million for shelf- and land-related work.

 

Selected Historical Consolidated Financial Data
Halliburton

		Six Months Ended June 30,								Year Ended December 31,
		2010				2009				2009				2008				2007				2006				2005
		Millions of dollars and shares except per share data
Total revenue		$	8,148			$	7,401			$	14,675			$	18,279			$	15,264			$	12,955			$	10,100
Total operating income		$	1,211			$	1,092			$	1,994			$	4,010			$	3,498			$	3,245			$	2,164
Nonoperating expense, net (1)			(201	)		$	(149	)			(312	)			(161	)			(51	)			(59	)			(179	)
Income from continuing operations before income taxes			1,010				943				1,682				3,849				3,447				3,186				1,985
(Provision) benefit for income taxes			(321	)			(296	)			(518	)			(1,211	)			(907	)			(1,003	)			125
Income from continuing operations		$	689			$	647			$	1,164			$	2,638			$	2,540			$	2,183			$	2,110
Income (loss) from discontinued operations		$	1			$	(2	)		$	(9	)		$	(423	)		$	996			$	185			$	251
Net income attributable to company		$	686			$	640			$	1,145			$	2,224			$	3,486			$	2,335			$	2,346
Amounts attributable to company shareholders:
Continuing operations		$	685			$	642			$	1,154			$	2,647			$	2,511			$	2,164			$	2,095
Discontinued operations			1				(2	)			(9	)			(423	)			975				171				251
Net income			686				640				1,145				2,224				3,486				2,335				2,346
Basic income per share attributable to shareholders:
Continuing operations		$	0.76			$	0.71			$	1.28			$	3.00			$	2.73			$	2.12			$	2.06
Net income			0.76				0.71				1.27				2.52				3.79				2.28				2.31
Diluted income per share attributable to shareholders:
Continuing operations			0.75				0.71				1.28				2.91				2.63				2.04				2.01
Net income			0.76				0.71				1.27				2.45				3.65				2.20				2.25
Cash dividends per share			0.18				0.18				0.36				0.36				0.35				0.30				0.25
Financial position:
Net working capital		$	5,888			$	5,788			$	5,749			$	4,630			$	5,162			$	6,456			$	4,959
Total assets			17,540				16,215				16,538				14,385				13,135				16,860				15,073
Property, plant, and equipment, net			6,175				5,357				5,759				4,782				3,630				2,557				2,203
Long-term debt (including current maturities) (1)			4,574				4,600				4,574				2,612				2,779				2,789				3,106
Total shareholders’ equity			9,384				8,324				8,757				7,744				6,966				7,465				6,429
Basic weighted average common shares outstanding			906				898				900				883				919				1,022				1,017
Diluted weighted average common shares outstanding			908				899				902				909				955				1,059				1,043
Other financial data:
Capital expenditures		$	855			$	950			$	1,864			$	1,824			$	1,583			$	834			$	575
Depreciation, depletion, and amortization expense			533				439				931				738				583				480				448

(1)		Reflects the issuance of $2.0 billion of senior notes during the quarter ended March 31, 2009.

		Six Months Ended June 30,								Year Ended December 31,
		2010				2009				2009				2008				2007				2006				2005
		(In thousands except per share amounts)
INCOME STATEMENT DATA:
Revenues		$	124,183			$	101,710			$	195,074			$	209,237			$	105,296			$	97,030			$	29,537
Operating income			12,185				6,050				12,671				29,820				12,692				19,892				4,563
Net income			6,898				2,665				6,009				21,819				7,891				11,165				2,779
Net income attributable to common stockholders			6,898				2,665				6,009				21,819				7,891				11,781				1,905
BASIC INCOME PER COMMON SHARE:
Net income		$	0.09			$	0.03			$	0.08			$	0.29			$	0.11			$	0.22			$	0.06
Weighted average common shares outstanding — Basic			78,180				76,738				77,018				75,845				70,039				53,772				29,507
DILUTED INCOME PER COMMON SHARE:
Net income		$	0.08			$	0.03			$	0.08			$	0.28			$	0.11			$	0.21			$	0.06
Weighted average common shares outstanding — Diluted			81,327				78,026				78,432				78,040				72,114				55,036				31,374

		As of June 30,								As of December 31,
		2010				2009				2009				2008				2007				2006				2005
										(In thousands)
BALANCE SHEET DATA:
Total assets(1)		$	222,299			$	201,438			$	197,366			$	184,973			$	136,415			$	101,017			$	14,767
Long-term debt and notes payable, including current maturities(2)			44,857				49,333				42,290				31,698				28,091				31,432				6,448
Stockholders’ equity(3)			117,633				105,101				109,617				101,761				77,043				38,422				3,795
Common shares outstanding			82,558				79,758				80,046				77,075				75,564				59,186				29,594

(1)		The increase in total assets during 2009 was primarily due to the increase in goodwill and intangibles resulting from the acquisition of John Wright Company, or JWC, during 2009 and the increase in deferred debt cost related to the new credit agreement with Wells Fargo Bank, National Association. The increase in total assets during 2008 was primarily due to the increase in receivables which resulted from a substantial increase in revenue in 2008 compared to 2007. It was also a result of an increase in property, plant and equipment due to higher capital expenditures to support Boots & Coots’ higher volume of revenue in 2008. The increase in total assets from 2005 to 2006 is a result of Boots & Coots’ acquisition of the hydraulic well control business of Oil States International, Inc., or HWC, in March 2006.

(2)		The increase in long term debt from 2008 to 2009 is a result of the new credit agreement with Wells Fargo entered into during 2009 used primarily for funding the JWC acquisition. The increase in long term debt from 2007 to 2008 primarily resulted from borrowings to fund working capital and capital expenditure requirements. The increase in long term debt from 2005 to 2006 is a result of borrowings from debt issued and a prior credit agreement with Wells Fargo entered into in conjunction with funding for the acquisition of the HWC, in March 2006.
(3)		The increases in stockholders’ equity from 2008 to 2009 and from 2007 to 2008 are primarily due to net income. The increase from 2006 to 2007 is due to Boots & Coots’ April 2007 underwritten public offering of 14.95 million shares of Boots & Coots common stock which resulted in net proceeds to Boots & Coots of $28.8 million. The increase in stockholders’ equity from 2005 to 2006 is a result of the 26.5 million shares issued for the purchase of HWC valued at $26.5 million.

 

Unaudited Comparative Per Share Data

		As of and for the				As of and for the
		Six Months Ended				Year Ended
		June 30, 2010				December 31, 2009
Historical-Halliburton:
Income from continuing operations per share:
Basic		$	0.76			$	1.28
Diluted			0.75				1.28
Cash dividends per share			0.18				0.36
Net book value per share(1)			10.31				9.68
Historical-Boots & Coots:
Income from continuing operations per share:
Basic		$	0.09			$	0.08
Diluted			0.08				0.08
Cash dividends per share(2)			—				—
Net book value per share(1)			1.42				1.37
Pro Forma Combined:
Income from continuing operations per share:
Basic		$	0.76			$	1.28
Diluted			0.76				1.28
Net book value per share(1)			10.37				9.74
Equivalent Pro Forma-Boots & Coots(3):
Income from continuing operations per share:
Basic		$	0.03			$	0.05
Diluted			0.03				0.05
Net book value per share			0.44				0.41

(1)		Net book value per share is calculated by dividing company shareholders’ equity by common shares outstanding at the end of the period.
(2)		Boots & Coots did not pay dividends on its common stock during either of the periods shown in the table and does not anticipate paying cash dividends on its common stock in the foreseeable future.

(3)		The equivalent pro forma per share amounts are calculated by multiplying the pro forma combined per share amounts by the assumed exchange ratio of 0.0426.

 

Comparative Per Share Market Price and Dividend Information
Historical Market Prices of Halliburton and Boots & Coots

		Halliburton Common Stock												Boots & Coots
										Cash				Common Stock(1)
		High				Low				Dividend				High				Low
2007:
First Quarter		$	32.72			$	27.65			$	0.075			$	2.87			$	1.96
Second Quarter			37.20				30.99				0.09				2.99				1.50
Third Quarter			39.17				30.81				0.09				1.75				1.11
Fourth Quarter			41.95				34.42				0.09				1.70				1.20
2008:
First Quarter			39.98				30.00				0.09				1.82				1.23
Second Quarter			53.97				38.56				0.09				2.55				1.68
Third Quarter			55.38				29.00				0.09				3.19				1.66
Fourth Quarter			32.09				12.80				0.09				1.95				0.92
2009:
First Quarter			21.47				14.68				0.09				1.45				1.00
Second Quarter			24.76				14.82				0.09				1.81				1.12
Third Quarter			28.58				18.11				0.09				1.77				1.19
Fourth Quarter			32.00				25.50				0.09				1.67				1.25
2010:
First Quarter			34.87				27.71				0.09				2.50				1.42
Second Quarter			35.22				21.10				0.09				3.00				2.16
Third Quarter (through August 3, 2010)			31.40				24.27				0.09				2.99				2.95

(1)		Boots & Coots did not pay dividends on its common stock during the periods shown.

										Equivalent
		Halliburton				Boots & Coots				per Share
		Closing Price				Closing Price				Value
April 9, 2010		$	31.57			$	2.35			$	3.00
, 2010		$				$				$	3.00

 

In addition to the other information contained or incorporated by reference into this proxy statement/prospectus, including the matters addressed in “Cautionary Statements Concerning Forward-Looking Statements” on page 32 of this proxy statement/prospectus, you should carefully consider the following risk factors in determining whether to vote for the adoption of the merger agreement. You should also read and consider the risk factors associated with each of the businesses of Halliburton and Boots & Coots because these risk factors may affect the operations and financial results of Halliburton after the merger. Those risk factors may be found in Halliburton’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010 and in Boots & Coot’s Annual Report on Form 10-K for the year ended December 31, 2009, each of which is on file with the SEC and is incorporated by reference into this proxy statement/prospectus.

 

The market price of Halliburton common stock after the merger may be affected by factors different from those affecting shares of Boots & Coots stock currently.

 

Upon completion of the merger, some or all holders of Boots & Coots common stock will become holders of Halliburton common stock. The businesses of Halliburton differ from those of Boots & Coots in important respects and, accordingly, the results of operations of Halliburton after the merger, as well as the market price of its common stock, may be affected by factors different from those currently affecting the independent results of operations of Boots & Coots. For further information on the businesses of Halliburton and Boots & Coots and certain factors to consider in connection with those businesses, see the documents incorporated by reference into this proxy statement/prospectus and referred to under “Where You Can Find More Information” beginning on page 103 of this proxy statement/prospectus.

 

After completion of the merger, Halliburton may fail to realize the anticipated benefits of the merger, which could adversely affect the value of Halliburton’s common stock.

 

The success of the merger will depend, in part, on Halliburton’s ability to integrate effectively the businesses of Halliburton and Boots & Coots and realize the anticipated benefits from the acquisition of Boots & Coots. As of the date of this proxy statement/prospectus, Halliburton believes that these benefits, which include the expansion of Halliburton’s completion and production enhancement portfolio, an increase in Halliburton’s ability to improve full life cycle returns for its customers and the creation of a new product service line with a strong global presence and attractive growth prospects, are achievable. However, it is possible that Halliburton will not be able to achieve these benefits fully, or at all, or will not be able to achieve them within the anticipated timeframe. Halliburton and Boots & Coots have operated and, until the completion of the merger, will continue to operate, independently, and there can be no assurance that their businesses can be integrated successfully. If Halliburton’s expectations as to the benefits of the merger turn out to be incorrect, or Halliburton is not able to successfully integrate the businesses of Halliburton and Boots & Coots for any other reason, the value of Halliburton’s common stock (including the stock issued as a portion of the merger consideration) may be adversely affected.

 

It is possible that the integration process could result in the loss of key Boots & Coots employees, as well as the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies. Specific issues that must be addressed upon completion of the merger in order to realize the anticipated benefits of the merger include, among other things:

 

 

In addition, at times, the attention of certain members of Halliburton’s management and Boots & Coots’ management, and the resources of the two companies, may be focused on the completion of the merger and the integration of the businesses of the two companies and diverted from day-to-day business operations.

 

Boots & Coots may have difficulty attracting, motivating and retaining officers and other key employees in light of the merger, and the anticipated benefits of the merger could be reduced.

 

Uncertainty about the effect of the merger on Boots & Coots’ officers and employees may have an adverse effect on Boots & Coots and the anticipated benefits of the merger. This uncertainty may impair Boots & Coots’ ability to attract, retain and motivate key personnel until the merger is completed. Employee retention may be particularly challenging during the pendency of the merger, as employees may experience uncertainty about their future roles with Halliburton.

 

The success of the merger will depend in part on the retention of personnel critical to the business and operations of Boots & Coots. If Boots & Coots and Halliburton are unable to retain personnel, including certain of Boots & Coots’ key employees who will be critical to the successful integration and future operations of the business of Boots & Coots, Halliburton could face disruptions in its operations, loss of existing customers and loss of key information, expertise or know-how. If officers and other key employees of Boots & Coots depart because of issues relating to the uncertainty and difficulty of integration or a desire not to become employees of Halliburton, Halliburton’s ability to realize the anticipated benefits of the merger could be reduced.

 

Boots & Coots’ directors and executive officers have interests in the merger that may be different from, and in addition to, the interests of other Boots & Coots stockholders.

 

When considering the recommendation of Boots & Coots’ board of directors that Boots & Coots stockholders vote in favor of the adoption of the merger agreement, Boots & Coots stockholders should be aware that directors and executive officers of Boots & Coots have interests in the merger that may be different from, or in addition to, the interests of a stockholder of Boots & Coots. In particular, directors and executive officers of Boots & Coots have rights to acceleration of stock options, SARs, restricted stock and other benefits triggered immediately prior to or upon completion of the merger and have rights to continued indemnification and insurance coverage after the completion of the merger. In addition, executive officers of Boots & Coots have employment and severance benefit arrangements triggered immediately prior to or upon completion of the merger. Boots & Coots’ board of directors was aware of these interests and considered them, among other things, in evaluating and negotiating the merger agreement and the merger and in making its recommendation that Boots & Coots stockholders vote in favor of the adoption of the merger agreement. See “The Merger — Interests of Certain Persons in the Merger that May be Different from Your Interests.”

 

Boots & Coots stockholders electing to receive only cash or only Halliburton common stock may receive a form or combination of consideration different from the form they elect.

 

While each Boots & Coots stockholder may elect to receive consideration consisting of cash, shares of Halliburton common stock or a combination of both in exchange for their shares of Boots & Coots common stock, the aggregate cash consideration to be received by Boots & Coots stockholders pursuant to the merger will, subject to certain exceptions, be fixed at an amount equal to the product of $1.73 and the number of issued and outstanding shares of Boots & Coots common stock immediately prior to closing of the merger (including restricted stock and excluding certain shares), which cash amount is expected to be approximately $143.2 million based on the number of shares of Boots & Coots common stock and restricted stock outstanding as of July 27, 2010. Accordingly, if Boots & Coots stockholders elect, in the aggregate, to receive cash in an amount greater than the aggregate cash consideration payable under the merger agreement, or less than the aggregate cash consideration payable under the merger agreement, then those holders electing to receive either all cash or all stock consideration, as the case may be, will be pro rated down and will receive the undersubscribed form of merger consideration as a portion of the overall consideration they receive for their shares. As a result, depending on the elections made by other Boots & Coots stockholders, if a Boots & Coots stockholder elects to receive all cash pursuant to the merger, that stockholder could receive a portion of

the merger consideration in Halliburton common stock instead of cash or, if a Boots & Coots stockholder elects to receive all Halliburton common stock pursuant to the merger, that stockholder could receive a portion of the merger consideration in cash instead of Halliburton common stock.

 

As a result of the consideration election of the merger agreement, and because the market price of Halliburton common stock will fluctuate, Boots & Coots stockholders cannot be sure of the aggregate value of the merger consideration they will receive.

 

Under the merger agreement, Boots & Coots stockholders may elect to receive consideration consisting of cash, shares of Halliburton common stock or a combination of both in exchange for their shares of Boots & Coots common stock. Subject to modification in order to achieve the intended tax consequences of the merger, Boots & Coots stockholders electing to receive a mix of cash and stock consideration and non-electing stockholders will receive (1) $1.73 in cash and (2) a fraction of a share of Halliburton common stock equal to an exchange ratio, which will be calculated by dividing $1.27 by the Halliburton five-day average price, for each share of Boots & Coots common stock they own. Subject to proration, (i) Boots & Coots stockholders electing to receive all cash will receive $3.00 for each share of Boots & Coots common stock they own and (ii) Boots & Coots stockholders electing to receive only Halliburton common stock will receive a fraction of a share of Halliburton common stock equal to an exchange ratio, which will be calculated by dividing $3.00 by the Halliburton five-day average price, for each share of Boots & Coots common stock they own.

 

As described above, the stock portion of the merger consideration will be calculated based on the Halliburton five-day average price, which will be determined as of the second full trading day immediately prior to the effective time of the merger (referred to in this proxy statement/prospectus as the calculation date). Once the Halliburton five-day average price is determined, it will, subject to certain exceptions relating to appraisal rights or the tax-free status of the merger, be fixed and will not be adjusted due to any increase or decrease in the price per share of Halliburton common stock after the calculation date. Accordingly, the dollar value of the consideration received by Boots & Coots stockholders receiving consideration that includes Halliburton common stock will depend upon the market value of Halliburton common stock at the effective time of the merger, and such dollar value may be different from, and lower than, the dollar value of the merger consideration on the calculation date. Moreover, the Halliburton five-day average price will likely vary from the market price of Halliburton common stock on the date the merger agreement was announced, on the date that this proxy statement/prospectus is mailed to Boots & Coots stockholders, on the date a Boots & Coots stockholder makes an election with respect to the merger consideration, on the date of the special meeting of Boots & Coots stockholders and after the closing of the merger.

 

If you tender shares of Boots & Coots common stock to make an election, you will not be able to sell those shares unless you revoke your election prior to the election deadline.

 

If you are a Boots & Coots stockholder and want to make a cash or stock election, you must deliver your stock certificates (or follow the procedures for guaranteed delivery) and a properly completed and signed election form to the exchange agent. The deadline for doing this is 5:00 p.m., New York time, on          , 2010. You will not be able to sell any shares of Boots & Coots common stock that you have delivered unless you revoke your election before the deadline by providing written notice to the exchange agent. If you do not revoke your election, you will not be able to liquidate your investment in Boots & Coots common stock for any reason until you receive cash and/or Halliburton common stock pursuant to the merger. In the time between delivery of your shares and the closing of the merger, the market price of Boots & Coots or Halliburton common stock may increase or decrease and you might otherwise want to sell your shares of Boots & Coots to gain access to cash, make other investments or reduce the potential for a decrease in the value of your investment.

 

The date that Boots & Coots stockholders will receive the merger consideration is uncertain.

 

The date that Boots & Coots stockholders will receive the merger consideration depends on the completion date of the merger, which is uncertain. While we expect to complete the merger during the third quarter of 2010, the completion date of the merger might be later than expected because of delays in obtaining

stockholder and governmental approvals or because of unforeseen events. In no event will the merger be completed later than October 1, 2010 (December 1, 2010 if all conditions to the merger other than the termination or expiration of the waiting period under the HSR Act or any statute requiring premerger notification have been fulfilled or are capable of being fulfilled) unless Halliburton and Boots & Coots otherwise agree.

 

Business uncertainties and contractual restrictions while the merger is pending may have an adverse effect on Boots & Coots.

 

Uncertainty about the effect of the merger on suppliers, partners and customers may have an adverse effect on Boots & Coots. These uncertainties may cause suppliers, customers and others that deal with Boots & Coots to defer purchases or other decisions concerning Boots & Coots or seek to change existing business relationships with Boots & Coots. In addition, the merger agreement restricts Boots & Coots from making certain acquisitions and taking other specified actions without Halliburton’s approval. These restrictions could prevent Boots & Coots from pursuing certain business opportunities that may arise prior to the completion of the merger. The adverse effect of such disruptions could be exacerbated by a delay in the completion of the merger or termination of the merger agreement.

 

Failure to complete the merger could negatively impact the stock price and the future business and financial results of Boots & Coots.

 

If the merger is not completed, the ongoing businesses of Boots & Coots may be adversely affected and, without realizing any of the benefits of having completed the merger, Boots & Coots would be subject to a number of risks, including the following:

 

 

There can be no assurance that the risks described above will not materialize, and if any of them do, they may materially adversely affect Boots & Coots’ business, financial results and stock price.

 

The merger agreement restricts Boots & Coots’ ability to pursue alternatives to the merger and requires Boots & Coots to pay a termination fee of $10.0 million if it does.

 

The merger agreement contains “no shop” provisions that, subject to limited fiduciary exceptions, restrict Boots & Coots’ ability to initiate, solicit or encourage or take any action to facilitate, discuss, negotiate or accept a competing third party proposal to acquire 15% or more of Boots & Coots’ assets, revenues, net income or equity securities. Further, only in limited circumstances may Boots & Coots’ board of directors withdraw or change its recommendation to holders of Boots & Coots common stock that they vote in favor of the adoption of the merger agreement. Although Boots & Coots’ board of directors is permitted to take these actions if it determines in good faith that these actions are likely to be required to comply with its fiduciary duties, doing so in specified situations could entitle Halliburton to be paid a termination fee of $10.0 million.

Halliburton required that Boots & Coots agree to these provisions as a condition to Halliburton’s willingness to enter into the merger agreement. However, these provisions could discourage a potential acquiror that might have an interest in acquiring all or a significant part of Boots & Coots from considering or proposing that acquisition, even if it were prepared to pay consideration with a higher per share cash or market value than the consideration Halliburton proposes to pay in the merger or might result in a potential competing acquiror proposing to pay a lower per share price to acquire Boots & Coots than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable to Halliburton in certain circumstances.

 

Boots & Coots stockholders will own less than 1.0% of Halliburton common stock immediately after the merger and will exercise significantly less influence over management.

 

Immediately after the completion of the merger, it is expected that former Boots & Coots stockholders, who collectively own 100% of Boots & Coots common stock, will own less than 1.0% of Halliburton common stock. Consequently, immediately after the completion of the merger, Boots & Coots stockholders will have significantly less influence over the management and policies of Halliburton than they currently have over the management and policies of Boots & Coots.

 

The rights of Boots & Coots stockholders will be governed by Halliburton’s restated certificate of incorporation and by-laws.

 

All Boots & Coots stockholders who receive shares of Halliburton common stock in the merger will become Halliburton stockholders and their rights as stockholders will be governed by Halliburton’s restated certificate of incorporation and by-laws. There are material differences between the current rights of Boots & Coots stockholders, which are governed by Boots & Coots’ amended and restated certificate of incorporation and by-laws, and the rights of holders of Halliburton common stock. See “Comparison of Stockholder Rights” beginning on page 96.

 

The Private Securities Litigation Reform Act of 1995 provides safe harbor provisions for forward-looking information. Forward-looking information is based on projections and estimates, not historical information. Some statements in this proxy statement/prospectus and the documents incorporated by reference in this proxy statement/prospectus are forward-looking and use words like “may,” “may not,” “believes,” “do not believe,” “expects,” “do not expect,” “anticipates,” “do not anticipate” and other similar expressions. In particular, the forward-looking statements contained in this proxy statement/prospectus include but are not limited to statements regarding:

 

 

Halliburton and Boots & Coots may also provide oral or written forward-looking information in other materials they release to the public. Forward-looking information involves risk and uncertainties and reflects Halliburton’s and Boots & Coots’, as applicable, best judgment based on current information. The results of operations and business strategies of Halliburton and Boots & Coots, and the plans and objectives for the future operation of Halliburton following the merger and the integration of the businesses of Halliburton and Boots & Coots, can be affected by inaccurate assumptions that are made or by known or unknown risks and uncertainties. In addition, other factors may affect the accuracy of forward-looking information. As a result, no forward-looking information can be guaranteed. Actual events and the results of operations may vary materially.

 

Neither Halliburton nor Boots & Coots assumes any responsibility to publicly update any forward-looking statements regardless of whether factors change as a result of new information, future events, or for any other reason. You should review any additional disclosures Halliburton and Boots & Coots make in their press releases and Forms 10-K, 10-K/A, 10-Q, and 8-K filed with or furnished to the SEC. We also suggest that you listen to Halliburton’s and Boots & Coots’ earnings release conference calls with financial analysts.

 

The following important factors, in addition to those discussed under “Risk Factors” and elsewhere in this proxy statement/prospectus and the documents incorporated by reference in this proxy statement/prospectus, could cause actual results to differ materially from those expressed in or implied by forward-looking statements:

 

 

See “Where You Can Find More Information.”

 

Boots & Coots’ board of directors is using this document to solicit proxies from Boots & Coots stockholders for use at Boots & Coots’ special meeting of stockholders. In addition, this document constitutes a prospectus covering the issuance of Halliburton common stock pursuant to the merger agreement.

 

The special meeting of Boots & Coots’ stockholders will be held at           on           , 2010, at          , local time.

 

The purpose of the Boots & Coots special meeting is as follows:

 

 

Boots & Coots’ board of directors has adopted a resolution approving the merger agreement, declared the merger agreement advisable and determined that the merger agreement and the transactions contemplated by it are fair to and in the best interests of Boots & Coots and its stockholders, and recommends that Boots & Coots stockholders vote at the special meeting to adopt the merger agreement and to approve any adjournment of the special meeting, if necessary or appropriate to solicit additional proxies. As described under “The Merger — Interests of Certain Persons in the Merger that May be Different from Your Interests” beginning on page 60, Boots & Coots directors and executive officers have agreements and arrangements that provide them with interests in the merger that may be different from, or are in addition to, those of Boots & Coots stockholders.

 

The record date for the Boots & Coots special meeting is          , 2010. Only holders of record of Boots & Coots common stock at the close of business on the record date are entitled to notice of, and to vote at, the Boots & Coots special meeting. At the close of business on the record date, there were           shares of Boots & Coots common stock issued and outstanding held by approximately           holders of record. Each share of Boots & Coots common stock entitles the holder of that share to one vote on each matter submitted for stockholder approval.

 

A quorum of stockholders is required for Boots & Coots stockholders to take action on the proposal to adopt the merger agreement at the special meeting, but not to approve any adjournment of the meeting. The presence at the special meeting, in person or by proxy, of the holders of a majority of the outstanding shares of Boots & Coots common stock entitled to vote at the close of business on the record date will constitute a quorum. Proxies received but marked as abstentions, if any, will be included in the calculation of the number of shares considered to be present at the meeting for quorum purposes. With respect to broker non-votes, the adoption of the merger agreement is not considered a routine matter. Therefore, your broker will not be permitted to vote on the adoption of the merger agreement without instruction from you as the beneficial owner of the shares of Boots & Coots common stock. Broker non-votes will, however, be counted for purposes of determining whether a quorum is present at the special meeting.

 

To adopt the merger agreement, holders of a majority of the shares of Boots & Coots common stock outstanding and entitled to vote on the proposal must vote in favor of adoption of the merger agreement. Because approval is based on the affirmative vote of a majority of the outstanding shares of Boots & Coots common stock, a Boots & Coots stockholder’s failure to submit a proxy or to vote in person at the special meeting, an abstention from voting, or the failure of a Boots & Coots stockholder who holds his or her shares in “street name” through a broker or other nominee to give voting instructions to such broker or other nominee, will have the same effect as a vote AGAINST adoption of the merger agreement.

 

Any adjournment of the special meeting, if necessary or appropriate to solicit additional proxies, requires the affirmative vote of the holders of Boots & Coots common stock representing a majority of the votes present in person or by proxy at the special meeting and entitled to vote, whether or not a quorum exists, without further notice other than by announcement made at the special meeting, so long as the adjournment is for 30 days or less and no new record date is set. Abstentions will have the same effect as a vote AGAINST the proposal to adjourn the special meeting, while broker non-votes and shares not in attendance at the special meeting will have no effect on the outcome of any vote to adjourn the special meeting.

 

Boots & Coots has appointed American Stock Transfer & Trust Company, LLC, or AST, to serve as the Inspector of Election for the Boots & Coots special meeting. AST will independently tabulate affirmative and negative votes and abstentions.

 

At the close of business on the record date for the Boots & Coots special meeting, Boots & Coots’ directors and executive officers and their affiliates collectively beneficially owned approximately           shares of Boots & Coots common stock, which represents approximately     % of the Boots & Coots common stock entitled to vote at the Boots & Coots special meeting. It is expected that Boots & Coots directors and executive officers will vote their shares FOR approval of the merger agreement and the merger.

 

If you are entitled to vote at the special meeting and hold your shares in your own name, you can submit a proxy or vote in person by completing a ballot at the special meeting. However, Boots & Coots encourages you to submit a proxy before the special meeting even if you plan to attend the special meeting in order to ensure that your shares are voted. A proxy is a legal designation of another person to vote your shares of Boots & Coots common stock on your behalf. If you hold shares in your own name, you may submit a proxy for your shares by:

 

 

 

 

When a stockholder submits a proxy by telephone or through the Internet, his or her proxy is recorded immediately. Boots & Coots encourages its stockholders to submit their proxies using these methods whenever

possible. If you submit a proxy by telephone or the Internet website, please do not return your proxy card by mail.

 

All shares represented by each properly executed and valid proxy received before the special meeting will be voted in accordance with the instructions given on the proxy. If a Boots & Coots stockholder executes a proxy card without giving instructions, the shares of Boots & Coots common stock represented by that proxy card will be voted FOR approval of the proposal to adopt the merger agreement and the proposal to approve any adjournment of the special meeting, if necessary or appropriate to solicit additional proxies in favor of the foregoing proposal.

 

Your vote is important. Accordingly, please submit your proxy by telephone, through the Internet or by mail, whether or not you plan to attend the meeting in person. Proxies must be received by 11:59 p.m., New York time, on          , 2010.

 

If your shares are held in an account at a broker or through another nominee, please refer to your proxy card or voting instruction form or the information forwarded by your bank, broker, custodian or other record holder to see which voting methods are available to you. You must instruct the broker or other nominee on how to vote your shares by following the instructions that the broker or other nominee provides to you with these proxy materials. Most brokers offer the ability for stockholders to submit voting instructions by mail by completing a voting instruction card, by telephone and via the Internet.

 

If you do not provide voting instructions to your broker, your shares will not be voted on any proposal on which your broker does not have discretionary authority to vote. This is referred to in this proxy statement/prospectus and in general as a “broker non-vote.” In these cases, the broker or other nominee can register your shares as being present at the special meeting for purposes of determining a quorum, but will not be able to vote your shares on those matters for which specific authorization is required. Under the current rules of the NYSE, brokers do not have discretionary authority to vote on the proposal to adopt the merger agreement or the proposal to approve any adjournment of the special meeting, if necessary or appropriate to solicit additional proxies. Therefore, a broker non-vote will have the same effect as a vote AGAINST adoption of the merger agreement but will have no effect on the vote to approve any adjournment of the special meeting, if necessary or appropriate to solicit additional proxies.

 

If you hold shares through a broker or other nominee and wish to vote your shares in person at the special meeting, you must obtain a proxy from your broker or other nominee and present it to the inspector of election with your ballot when you vote at the special meeting.

 

You may revoke your proxy and/or change your vote at any time before your proxy is voted at the special meeting. If you are a stockholder of record, regardless of the method you used to cast your vote, you can do this by:

 

 

If you hold your shares in “street name” and wish to change or revoke your vote, please refer to the information on the voting instruction form included with these materials and forwarded to you by your bank, broker, custodian or other record holder to see your voting options.

 

This proxy statement/prospectus is furnished in connection with the solicitation of proxies by the Boots & Coots board of directors to be voted at the Boots & Coots special meeting. Boots & Coots has engaged The Altman Group to assist in the solicitation of proxies for the special meeting. Pursuant to the merger agreement, Halliburton will pay the $6,000 fee of the proxy solicitor. Halliburton will reimburse The Altman Group for reasonable out-of-pocket expenses and disbursements incurred in connection with the proxy solicitation. Boots & Coots has agreed to indemnify The Altman Group against certain losses, costs and expenses. In addition, The Altman Group may reimburse brokerage firms and other persons representing beneficial owners of shares of Boots & Coots common stock for their reasonable expenses in forwarding solicitation materials to such beneficial owners. Boots & Coots will bear all other costs and expenses in connection with the solicitation of proxies. Proxies may also be solicited by certain of Boots & Coots directors, officers and employees by telephone, electronic mail, letter, facsimile or in person, but no additional compensation will be paid to them.

 

Stockholders should not send Boots & Coots stock certificates with their proxy cards. Rather, prior to the election deadline, stockholders should send any Boots & Coots common stock certificates (or a properly completed notice of guaranteed delivery), together with a completed, signed election form, to the exchange agent identified in the election form. The election form and instructions will be delivered to Boots & Coots stockholders together with this proxy statement/prospectus or in a separate mailing.

 

Under Boots & Coots’ amended and restated certificate of incorporation and by-laws, the business to be conducted at the special meeting will be limited to the purposes stated in the notice to Boots & Coots stockholders provided with this proxy statement/prospectus.

 

Adjournments may be made for the purpose of, among other things, soliciting additional proxies. Any adjournment may be made from time to time by the chairman of the special meeting or with the approval of a majority of the votes present in person or by proxy at the time of the vote, whether or not a quorum exists. Boots & Coots is not required to notify stockholders of any adjournment of 30 days or less if the time and place of the adjourned meeting are announced at the meeting at which the adjournment is taken, unless after the adjournment a new record date is fixed for the adjourned meeting. At any adjourned meeting, Boots & Coots may transact any business that it might have transacted at the original meeting, provided that a quorum is present at such adjourned meeting. Proxies submitted by Boots & Coots stockholders for use at the special meeting will be used at any adjournment or postponement of the meeting. References to the Boots & Coots special meeting in this proxy statement/prospectus are to such special meeting as adjourned or postponed.

 

If you need assistance in completing your proxy card or have questions regarding the special meeting or need additional materials, please contact The Altman Group, Boots & Coots’ proxy solicitor, toll-free at (800) 776-9437.

 

Halliburton Company
3000 North Sam Houston Parkway East
Houston, Texas 77032
(281) 871-2699

 

Halliburton Company, a Delaware corporation, is one of the world’s largest oilfield services companies. Halliburton provides a comprehensive range of discrete and integrated products and services for the exploration, development and production of oil and gas to major, national and independent oil and gas companies throughout the world. Halliburton operates under two divisions, which form the basis for its two operating segments: the Completion and Production segment and the Drilling and Evaluation segment.

 

Halliburton’s common stock is listed on the NYSE under the symbol “HAL.”

 

Additional information about Halliburton and its subsidiaries is included in documents incorporated by reference in this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 103.

 

Gradient, LLC
3000 North Sam Houston Parkway East
Houston, Texas 77032
(281) 871-2699

 

Gradient, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of Halliburton, was formed solely for the purpose of consummating the merger. Gradient has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the merger agreement.

 

Boots & Coots, Inc.
7908 N. Sam Houston Parkway W., 5th Floor
Houston, Texas 77064
(281) 931-8884

 

Boots & Coots, Inc., a Delaware corporation, provides a suite of integrated pressure control and related services to onshore and offshore oil and gas exploration and development companies, principally in North America, Asia, North Africa, South America, West Africa and the Middle East. Boots & Coots’ international customers include foreign state-owned national oil and gas producers and major international oil companies. Boots & Coots’ U.S. customers include major and independent oil and gas companies as well as other oilfield service companies. Boots & Coots’ service lines are organized into three business segments: Pressure Control, Well Intervention and Equipment Services. Boots & Coots’ Pressure Control segment includes prevention and risk management services, including Boots & Coots’ Safeguard programs, that are designed to promote more efficient and safe oil and gas production procedures and reduce the number and severity of critical events such as oil and gas well fires, blowouts or other incidences due to loss of control at the well, and personnel, equipment and emergency services utilized during a critical well event. Boots & Coots’ Well Intervention segment includes services that are designed to enhance production for oil and gas operators and consists primarily of snubbing and hydraulic workover services. Boots & Coots’ Equipment Services segment, consists primarily of pressure control equipment rentals and services, designed for safer and more efficient production under high pressure and high temperature situations.

 

Boots & Coots’ common stock is listed on the NYSE Amex under the symbol “WEL.”

 

Additional information about Boots & Coots and its subsidiaries is included in documents incorporated by reference in this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 103.

 

Halliburton’s senior management regularly evaluates and periodically reviews with Halliburton’s board of directors strategies to enhance stockholder value, including opportunities to enhance the services it provides to its customers and its overall position in the energy services industry. One of the areas for potential growth that Halliburton has considered is the expansion of its completion and production enhancement portfolio. Halliburton believes that an increased presence and expertise in pressure control and well intervention services will enable it to improve full life cycle returns for its customers.

 

Similarly, as part of the continuous evaluation of its business, Boots & Coots’ board of directors and management regularly evaluate Boots & Coots’ business strategy and prospects for growth and consider opportunities to create value for its stockholders. Boots & Coots’ strategic reviews have frequently resulted in considering and completing acquisitions of and combinations with other companies, as well as joint ventures with other companies.

 

As part of each company’s ongoing evaluation of its businesses and opportunities, in November and December of 2008, representatives of Halliburton and Boots & Coots began discussing a potential joint venture involving their respective hydraulic workover operations, or HWO. On December 10, 2008, David King, President, Completion and Production Division of Halliburton, and Jerry Winchester, Chief Executive Officer and Director of Boots & Coots, met to discuss the benefits of a possible joint venture. Messrs. King and Winchester both expressed an interest in the possible advantages of such a joint venture, including that the respective HWO businesses of the two companies would be complementary of each other and that there did not exist much overlap in the geographic presence of their HWO businesses. Messrs. King and Winchester decided that Halliburton and Boots & Coots should consult with their respective management teams to determine whether further discussions and exploring the possibility of a joint venture would be fruitful.

 

In December 2008 and January 2009, both sides continued to consider a possible joint venture and agreed that each party should begin conducting due diligence. On January 7, 2009, Halliburton Energy Services, Inc., a wholly owned subsidiary of Halliburton and which we refer to herein as Halliburton Energy, and Boots & Coots executed a confidentiality agreement. Under the terms of the confidentiality agreement, each party agreed to treat confidentially certain proprietary information shared by the other party to enable them to analyze a possible transaction involving Boots & Coots and the HWO business of Halliburton. In addition, the confidentiality agreement contained, among other things, standstill restrictions that, in accordance with and subject to the terms of the confidentiality agreement, prohibited Halliburton from making an unsolicited offer to acquire securities of Boots & Coots for a period of one year.

 

From January 2009 through April 8, 2009, Halliburton and Boots & Coots conducted high-level business due diligence.

 

On April 8, 2009, Boots & Coots sent Halliburton a non-binding term sheet that outlined financial and business arrangements of a transaction pursuant to which Boots & Coots would acquire Halliburton’s HWO business. The parties had subsequent discussions regarding a joint venture including ownership and governance. However, Halliburton and Boots & Coots could not agree to terms, and discussions terminated in late April 2009.

 

Prior to the termination of the HWO joint venture discussions, Boots & Coots had expressed interest in purchasing Halliburton’s abrasive jet cutting systems and discussions regarding that transaction continued. On September 11, 2009, Boots & Coots and Halliburton Energy entered into an agreement providing for Boots & Coots to purchase Halliburton’s abrasive jet cutting systems for $420,000. The transaction closed the same day.

 

In early August 2009, Boots & Coots received an unsolicited letter from a public company, or Company A, expressing general interest in a potential stock-for-stock acquisition of Boots & Coots without specifying financial terms. A telephonic meeting of the board of directors was held on August 12, 2009, with a representative of Thompson & Knight LLP, Boots & Coots’ outside counsel, or Thompson & Knight, in

attendance. At the board’s request, the representative of Thompson & Knight reviewed with the board its fiduciary obligations under Delaware law. The board discussed, among other things, the current acquisition environment, including premiums being paid in publicly announced transactions among oil field service companies, the trading price of Boots & Coots common stock, the business prospects of Boots & Coots and publicly available information regarding various aspects of the business, financial condition and prospects of Company A. The consensus of the Boots & Coots board of directors was that Boots & Coots common stock was undervalued and that current market conditions were not conducive to securing a substantial enough premium to the trading price of Boots & Coots common stock to warrant active consideration of a sale of Boots & Coots. With respect to Company A, the consensus of the Boots & Coots board of directors was that further discussions would be unlikely to yield a suitable transaction structure and a substantial enough premium to the market price of Boots & Coots common stock that it would reflect fair value for Boots & Coots common stock. The board directed Mr. Winchester to inform Company A that Boots & Coots was not interested in pursuing such a transaction at that time.

 

On September 16, 2009, at Mr. Winchester’s request, Mr. Winchester and Mr. King resumed discussions regarding Boots & Coots’ proposed acquisition of the HWO business of Halliburton. During that meeting, Mr. King inquired about whether Boots & Coots would be interested in exploring a transaction in which Halliburton acquired Boots & Coots. Mr. King stated that Halliburton would like for Boots & Coots’ current management team to remain intact and continue to manage Boots & Coots’ business, together with Halliburton’s coiled tubing and HWO business, as a subsidiary of Halliburton. Mr. Winchester responded that, as a general matter, Boots & Coots was not interested in pursuing a sale but that it was interested in continuing general discussions of a joint venture or other combination if Halliburton was similarly committed to moving forward.

 

On September 21, 2009, Messrs. Winchester and King again met and discussed Halliburton’s interest in acquiring Boots & Coots. At this meeting, Mr. Winchester informed Mr. King that it made sense to continue that line of discussions only if Halliburton was willing to consider an offer that represented a substantial premium to the trading price of Boots & Coots common stock. Mr. King arranged a meeting between Mr. Winchester and David Lesar, Chairman of the Board, President and Chief Executive Officer of Halliburton, for September 28, 2009, to discuss the matter further.

 

On September 28, 2009, Mr. Winchester met with Messrs. Lesar and King. Mr. Lesar affirmed Halliburton’s interest in pursuing a potential acquisition of Boots & Coots and indicated that he thought a transaction at a substantial premium to the trading price of Boots & Coots common stock was possible, assuming Boots & Coots’ current management team would remain intact and continue to manage Boots & Coots’ business, in combination with Halliburton’s coiled tubing and HWO business, as a subsidiary of Halliburton. Following this meeting, Mr. Winchester discussed the meeting informally with certain members of the board of directors of Boots & Coots, including the Chairman of the Board, and reported that Halliburton appeared more inclined to pursue an acquisition of Boots & Coots than to consider a joint venture or a sale of its HWO business to Boots & Coots. As a result of these discussions, a meeting of the board of directors of Boots & Coots was scheduled for October 14, 2009.

 

On October 13, 2009, Mr. Winchester met with Mr. King and informed him that a meeting of the Boots & Coots board of directors had been scheduled for the following day, and that he intended to inform the board generally of Halliburton’s expression of interest in acquiring Boots & Coots at that meeting. Mr. King confirmed that Halliburton remained interested in pursuing an acquisition of Boots & Coots.

 

On October 14, 2009, a special meeting of the board of directors of Boots & Coots was held at Boots & Coots’ corporate offices. At the meeting, Mr. Winchester informed the Boots & Coots board of directors of Halliburton’s expression of interest in acquiring Boots & Coots. A representative of Thompson & Knight was also present at the meeting and reviewed for the board its fiduciary obligations under Delaware law. The board discussed, among other things, the current acquisition environment, including premiums being paid in publicly announced transactions among oil field service companies, the trading price of Boots & Coots common stock and Boots & Coots’ business prospects. The board also discussed various possible responses to Halliburton, including the prospects of acquiring Halliburton’s HWO business and the potential for receiving an acquisition

offer from Halliburton that fairly reflected the value of Boots & Coots. Management and the board also discussed the strategic rationale behind Halliburton’s interest in acquiring Boots & Coots, including its intention that Boots & Coots’ management and business model be combined with Halliburton’s coiled tubing and HWO business, and also discussed other potentially interested parties and the likelihood of securing a superior transaction by approaching other potential acquirers or initiating an auction process. The board also discussed the business risks associated with pursuing each of these alternatives, including the potential adverse effects that a prolonged multi-party or auction process might have on Boots & Coots’ management, employees and business and the possibility that Halliburton would terminate all discussions if Boots & Coots chose to pursue those alternatives.

 

After discussion, the consensus of the Boots & Coots board of directors was that Boots & Coots common stock was currently undervalued and that Halliburton’s strategic interest in having the management of Boots & Coots operate the companies’ combined HWO businesses presented an opportunity to secure a premium for stockholders. The board’s assessment was that an offer of $3.00 or more per share would warrant serious consideration; however, the board was not convinced that an offer at such a substantial premium to the market price of Boots & Coots common stock was likely in light of the current transaction environment and current and anticipated business conditions. The board directed Mr. Winchester to inform Halliburton that its desire was to consider a joint venture or acquisition involving Halliburton’s HWO business and that it did not favor a sale of Boots & Coots at that time. The board authorized management to provide updated business information to Halliburton, primarily to facilitate discussions in respect of a joint venture or acquisition by Boots & Coots of Halliburton’s HWO business which the board desired management to continue to pursue, but recognizing that certain information might be utilized by Halliburton to develop a proposal for the acquisition of Boots & Coots.

 

On October 22, 2009, Mr. Winchester advised Mr. King that Boots & Coots remained interested in a joint venture or acquisition involving Halliburton’s HWO business and that he was authorized to provide updated business information to facilitate discussions in that regard.

 

On November 3, 2009, representatives of Boots & Coots gave a management presentation to representatives of Halliburton. The presentation focused on Boots & Coots’ business prospects, financial results and strategic plan pertaining to a joint venture.

 

During the remainder of 2009 and early January 2010, representatives of Halliburton and Boots & Coots engaged in discussions regarding and began conducting business and legal due diligence.

 

On January 14, 2010, Messrs. King and Winchester met, and Mr. King stated that Halliburton remained interested in acquiring Boots & Coots and that it was prepared to begin working on a formal proposal to acquire all of the issued and outstanding stock of Boots & Coots. Mr. Winchester indicated that any proposal would have to represent a premium in excess of 70% to the current market price of Boots & Coots common stock (which was then $1.74 per share) to be considered seriously.

 

Throughout January 2010, Halliburton management held internal discussions focusing on the operational fit and expected financial performance of Boots & Coots. Halliburton management considered, among other things, estimated financial results of Boots & Coots for the period as of and for the year ended December 31, 2009 and publicly available financial results and future estimates relating to Boots & Coots. Halliburton also began consulting with Baker Botts L.L.P., Halliburton’s outside counsel, or Baker Botts, about the legal aspects of a possible transaction with Boots & Coots.

 

On January 15, 2010, a regularly scheduled meeting of the Boots & Coots board of directors was held at Boots & Coots’ corporate offices during which management presented its business, financial and strategic plan for the forthcoming year. The meeting included discussions regarding limitations on Boots & Coots’ opportunities for internally generated organic growth, complementary acquisitions and other strategic international growth opportunities, which limitations were due, in part, to the limited number of suitable acquisition opportunities, Boots & Coots’ limited capital resources and the trading price of its common stock. Discussions also centered around the discounted value at which Boots & Coots common stock traded when compared to its peer group, despite efforts by Mr. Winchester and Cary Baetz, Chief Financial Officer of Boots & Coots, to raise its profile.

On January 19, 2010, an executive of Company A telephoned Mr. Winchester and again expressed interest in acquiring Boots & Coots. During their discussion, Mr. Winchester stated that any proposal would have to represent a premium in excess of 70% to the current market price of Boots & Coots common stock (which was then $1.74 per share) to be considered seriously and that an all stock-for-stock transaction as had been suggested in the August letter was not likely to be considered attractive by the Boots & Coots board of directors. The executive of Company A indicated a willingness to consider such a premium and some flexibility in the form of consideration in a potential transaction.

 

On January 22, 2010, Mr. King telephoned Mr. Winchester and indicated that Halliburton could consider a potential acquisition of all of the issued and outstanding common stock of Boots & Coots for a combination of Halliburton common stock and cash valued at $3.10 per share of Boots & Coots common stock. Mr. Winchester indicated that he believed that the board of directors of Boots & Coots would consider such a transaction and that he would discuss the proposed terms with the board.

 

On January 25, 2010, Mr. Winchester met with Mr. Lesar, who affirmed Halliburton’s interest in submitting a formal proposal for the potential acquisition of all of the common stock of Boots & Coots and discussed retaining Boots & Coots’ current management team intact to manage Boots & Coots’ business together with Halliburton’s coiled tubing and HWO business.

 

On January 26, 2010, a meeting of the Boots & Coots board of directors was convened, with all directors attending in person or by telephone. A representative of Thompson & Knight also attended the meeting. At the meeting, Mr. Winchester reported the substance of his prior conversations with Mr. King and the executive of Company A. The representative of Thompson & Knight then reviewed with the board its fiduciary obligations under Delaware law under the circumstances. The directors then discussed Boots & Coots’ expected financial performance and potential market valuation, as well as the performance of Boots & Coots’ stock over the past three years compared to the market and Boots & Coots’ peer group.

 

The Boots & Coots board of directors also discussed the potential for receiving higher acquisition proposals and the various factors that the board believed would influence the likelihood of concluding a transaction with either of Halliburton or Company A on the terms they had suggested. With respect to Halliburton, the board considered, among other things, that Halliburton would be able to fund a transaction involving a substantial cash component without having to obtain external financing and that it appeared motivated by a strategic interest in acquiring Boots & Coots and retaining its management. With respect to Company A, the board believed, based upon publicly available financial information, that it would require third party financing to fund a transaction involving a significant cash component, which brought substantial risk and uncertainty to any transaction involving Company A. The board re-visited the potential of simultaneous negotiations with multiple parties with a view to selling the company, and concluded there was a significant risk that Halliburton, and perhaps both parties, would terminate discussions under those circumstances and that such a process posed significant risks to Boots & Coots’ business, including the potential loss of key employees.

 

The independent members of the Boots & Coots’ board then met in executive session and continued discussions. Subsequently, the full board convened and authorized Mr. Winchester to seek a written proposal from Halliburton upon the terms discussed in his conversations with Messrs. Lesar and King. Mr. Winchester then telephoned Mr. King and requested such a proposal. Mr. Winchester did not immediately respond to Company A but, on March 3, 2010, informed a representative of Company A that management of Boots & Coots was focused on other matters at that time.

 

On January 27, 2010, Halliburton sent a non-binding letter to Boots & Coots regarding Halliburton’s interest in acquiring all of the issued and outstanding common stock of Boots & Coots. In the letter, Halliburton proposed a transaction in which Halliburton would deliver consideration valued at $3.10 per share of Boots & Coots common stock, comprised of at least 40% in Halliburton common stock and the balance in cash. The letter stated that the proposed consideration was based on an assumption that Boots & Coots had 82.8 million shares of common stock outstanding on a fully diluted basis as of January 27, 2010 and was subject to the completion of due diligence.

In connection with the proposal letter, on January 27, 2010 Halliburton sent Boots & Coots an exclusivity agreement that, among other things, prohibited Boots & Coots from soliciting other proposals, engaging in any negotiations or entering into an agreement relating to a takeover proposal with another party for a period of 60 days.

 

On January 28, 2010, the Boots & Coots board of directors held a telephonic meeting to discuss the January 27, 2010 letter from Halliburton and the exclusivity agreement. The board, having evaluated a broad range of potential alternatives, including remaining independent, pursuing acquisitions of complementary businesses, joint ventures, and engaging in negotiations to sell the company with multiple parties, determined that pursuing a transaction with Halliburton was in the best interests of the stockholders of Boots & Coots and authorized management to execute the exclusivity agreement. The board also discussed the potential engagement of several different investment banking firms to provide the board with an independent analysis of the consideration to be paid in the proposed transaction and its fairness to the stockholders of Boots & Coots. The board authorized management to contact HFBE regarding the engagement. HFBE had previously provided analyses and a fairness opinion to Boots & Coots in connection with its acquisition of the HWO business of Oil States International, Inc. in 2006, and was therefore known to be very familiar with Boots & Coots and the industry generally.

 

On January 28, 2010, Mr. Winchester notified Mr. King that the Boots & Coots board of directors decided to explore a potential combination transaction with Halliburton and proceed with due diligence. Mr. Winchester also sent an executed copy of the exclusivity agreement to Mr. King.

 

On January 29, 2010, representatives of Halliburton and Boots & Coots met to discuss the due diligence process. On February 2, 2010, Halliburton sent a request for certain due diligence documents and materials relating to Boots & Coots. On February 3, 2010, Halliburton engaged Ernst & Young LLP to conduct financial accounting due diligence, including a review of Boots & Coots’ audit workpapers, accounting policies and quality of earnings. Representatives of Halliburton, Baker Botts and Ernst & Young conducted due diligence with respect to Boots & Coots during February, March and the first week of April 2010.

 

On February 4, 2010, a meeting of the compensation committee of the board of directors of Boots & Coots was held as part of Boots & Coots’ annual compensation process. At the meeting, the committee discussed, among other things, the impact that the proposed transaction with Halliburton would have, if consummated (including the timing of any such consummation), under Boots & Coots’ equity compensation plans, and the employment and severance arrangements (including applicable change of control payments) of management. Further, the committee also discussed the extent to which the annual compensation decisions of the compensation committee could affect Halliburton’s valuation of Boots & Coots and the impact on employees of delaying the customary schedule of incentive awards pending resolution of a potential transaction with Halliburton.

 

On February 10, 2010, the Halliburton board of directors held a regularly scheduled meeting during which the proposed transaction with Boots & Coots, including a possible timeline, valuation and a summary of Boots & Coots’ business, was discussed. The Halliburton board of directors concurred with management’s recommendation to continue discussions with and due diligence with respect to Boots & Coots.

 

On February 16, 2010, representatives of Boots & Coots gave a management presentation to representatives of Halliburton, Baker Botts and Ernst & Young. The presentation focused on, among other things, Boots & Coots’ global presence, financial results, equipment, facilities, prospects and operations, as well as an assessment of how Boots & Coots might fit into Halliburton’s organizational structure.

 

On February 19, 2010, the Boots & Coots board of directors held a telephonic meeting, with the participation of a representative of Thompson & Knight, at which Mr. Winchester reported on the management presentations and the status of due diligence efforts. The board then discussed the Boots & Coots compensation committee’s annual compensation process which was then underway and the advisability of understanding the impact that existing compensation arrangements and current compensation determinations might have on the proposed transaction and the value that would be received by stockholders in the event that the transaction moved forward. The Chairman of the compensation committee indicated that he would endeavor to arrange a meeting with representatives of Halliburton to discuss these matters.

On February 24, 2010, Boots & Coots entered into an engagement letter with HFBE pursuant to which HFBE would prepare a financial analysis of the proposed transaction with a view towards advising the board as to its opinion of the fairness of the transaction, from a financial point of view, to the stockholders of Boots & Coots.

 

On February 26, 2010, representatives of Halliburton met with the compensation committee of Boots & Coots’ board of directors to discuss the proposed transaction. The members of the compensation committee informed Halliburton’s representatives that the committee was conducting its annual review process relating to compensation, including grants of equity awards, to Boots & Coots’ directors and employees. The members of the compensation committee inquired about whether equity grants made prior to closing a transaction with Halliburton would impact the $3.10 value of the consideration set forth in Halliburton’s proposal letter and inquired about how existing severance arrangements with Boots & Coots’ employees would be impacted by a proposed transaction with Halliburton. The representatives of Halliburton stated that any equity awards granted to Boots & Coots’ directors and employees, along with anything discovered in Halliburton’s due diligence review, would have an impact on the consideration paid in connection with a transaction. In addition, the representatives of Halliburton stated that no decision had been made with respect to the treatment of existing severance arrangements with Boots & Coots’ management and employees.

 

On March 1, 2010, the compensation committee of the Boots & Coots board of directors met with Longnecker & Associates, Boots & Coots’ compensation consultants, during its regularly scheduled annual review of short term and long term incentive awards and executive officer compensation. During the meeting, the committee discussed approaches to compensation in light of the discussions regarding a proposed transaction with Halliburton, including the magnitude and timing of changes in compensation and equity awards. The committee discussed, among other things, the risk that a definitive agreement would not be reached with Halliburton, the risk that a transaction might not be consummated even if a definitive agreement were executed, the lengthy process associated with consummating a transaction of the type proposed and the risks to Boots & Coots and its business from failing to adequately address employee compensation. In addition, the committee considered that any awards granted may accelerate the compensation received by recipients of the awards and impact the consideration received by stockholders if the transaction was consummated. After discussion, the committee elected to recommend to the full board certain awards to employees and outside directors and other changes to compensation that were consistent with the recommendations of Longnecker & Associates, and in line with Longnecker & Associates’ analysis of Boots & Coots’ peer group, and which were appropriate in order to attract and retain talented employees. At the regularly scheduled meeting of the full board later that day, the board of directors of Boots & Coots approved such awards and compensation.

 

During February and the first two days of March 2010, Halliburton worked with Baker Botts to prepare an initial draft of the merger agreement for the acquisition of Boots & Coots. On March 2, 2010, Baker Botts delivered a draft merger agreement to Thompson & Knight.

 

On March 10, 2010, the board of directors of Boots & Coots met with its legal and financial advisors. At the meeting a representative of Thompson & Knight reviewed with the board its fiduciary duties in the context of the proposed transaction. HFBE reviewed with the Boots & Coots board its financial analysis of the proposed transaction. In this regard, a representative of HFBE indicated that, based upon its analysis, the consideration to be paid by Halliburton in the proposed transaction was fair to the stockholders of Boots & Coots from a financial point of view and that HFBE was prepared to render an opinion to that effect at the appropriate time.

 

Also at the meeting, a representative of Thompson & Knight reviewed the terms of the proposed merger agreement, including a detailed review of the provisions of the draft merger agreement limiting Boots & Coots’ ability to solicit or consider potentially superior transactions, limiting the Boots & Coots board of directors’ ability to adversely change its recommendation of the merger and the merger agreement, restricting the board’s ability to terminate the merger agreement and requiring the payment of a termination fee. The representative of Thompson & Knight also reviewed proposed revisions to the merger agreement, including the addition of a “go-shop” provision and other changes to the provisions limiting the consideration of a superior

transaction and a reduction in the amount and timing of the payment of a termination fee. During the course of the presentation, the representative of Thompson & Knight responded to various questions regarding the merger agreement and the proposed transaction.

 

At this meeting, Boots & Coots’ management and board of directors again discussed the strategic rationale behind Halliburton’s interest in acquiring Boots & Coots, other potentially interested parties and the likelihood of securing a superior transaction by approaching other potential acquirers or initiating an auction process. The board concluded that a higher offer with a suitable transaction structure was not likely and also discussed the business risks associated with approaching other potential acquirers or initiating an auction process. Management also presented the board with a review of first quarter 2010 operations to date and reviewed its forecast for the first quarter and affirmed its previous forecast for the year. The board then met in executive session and considered the adequacy of the consideration being offered by Halliburton, the terms upon which the common stock of Halliburton would be valued, the terms of the merger agreement and the risks and uncertainties associated with the proposed transaction, including provisions in the merger agreement requiring certain officers of Boots & Coots to agree to employment with Halliburton on an ongoing basis as a condition of the closing of the transaction. The full board then convened and discussion ensued regarding the same topics. At the conclusion of the meeting the board directed Thompson & Knight to revise the merger agreement to incorporate the proposed revisions presented at the meeting and authorized management and Thompson & Knight to continue to negotiate the terms of the merger agreement with Baker Botts and Halliburton.

 

Later on March 10, 2010, Baker Botts and Thompson & Knight discussed Halliburton’s intention to retain certain officers of Boots & Coots after the closing of the proposed merger and Halliburton’s insistence upon the inclusion of a closing condition to that effect in the merger agreement. A representative of Thompson & Knight stated that Boots & Coots’ board of directors wanted to confirm that the terms of any such arrangement were clearly articulated to those officers in order to allow the board of directors to assess whether those officers were willing to join Halliburton. A representative of Baker Botts stated that the issue would be taken under advisement and noted that Halliburton was in the process of considering the employment and severance arrangements for such officers.

 

On March 12, 2010, Thompson & Knight delivered a revised draft of the merger agreement reflecting Boots & Coots’ initial comments thereon to Baker Botts.

 

On March 22, 2010, Baker Botts delivered a revised draft of the merger agreement reflecting Halliburton’s comments thereon to Thompson & Knight.

 

On March 26, 2010, representatives of Halliburton, Boots & Coots, Baker Botts and Thompson & Knight met to discuss the terms of the draft merger agreement circulated by Baker Botts on March 22, 2010. Among other things, the representatives discussed Halliburton’s and Boots & Coots’ respective positions regarding various provisions of the draft merger agreement and key open items, including

 

 

In addition, Halliburton requested an extension of the exclusivity agreement dated January 27, 2010, originally for two weeks with an option for an additional two weeks in the event necessary for it to conclude

its due diligence investigation. After consulting with Douglas Swanson, Chairman of the Boots & Coots board of directors, Mr. Winchester proposed a ten-day extension.

 

On March 28, 2010, Halliburton and Boots & Coots executed an amendment to the exclusivity agreement that extended the period of exclusivity through April 9, 2010.

 

From March 29, 2010 through April 9, 2010, Halliburton’s and Boots & Coots’ respective management and legal advisors continued to exchange drafts of a merger agreement and to engage in negotiations regarding the terms of the proposed merger, including the issues noted above and employee and benefits matters.

 

On April 5, 2010, Michael Cheeseman of Halliburton telephoned Messrs. Winchester and Baetz to discuss the results of Halliburton’s due diligence and an adjustment to the proposed purchase price. Mr. Cheeseman informed Messrs. Winchester and Baetz that based on, among other things, the number of fully diluted shares of Boot & Coots common stock outstanding as compared to the number assumed in Halliburton’s January 27, 2010 proposal, as well as various items discovered during Halliburton’s due diligence investigation, Halliburton was reducing the proposed consideration to be paid in connection with the merger to a value of $3.00 per share of Boots & Coots common stock. All other terms of the proposal letter, including that at least 40% of the purchase price would be made up of Halliburton common stock and the balance in cash, remained the same. After discussion, Messrs. Baetz and Winchester indicated that the matter would be considered by the Boots & Coots board of directors.

 

During the morning of April 6, 2010, Mr. Winchester informed the Boots & Coots board of directors of Halliburton’s adjustment to the proposed purchase price and the stated bases therefor. Also on April 6, 2010, Messrs. Cheeseman and Baetz met to discuss the revised proposal. Mr. Baetz indicated that he thought the Boots & Coots board of directors would agree to a five cent reduction to $3.05 based on the increase in the number of fully diluted shares of Boots & Coots common stock but did not agree with the remaining five cent reduction that lowered the purchase price to $3.00. Mr. Cheeseman then informed Mr. Baetz that the $3.00 purchase price was Halliburton’s proposed price based upon the substantial completion of its due diligence investigation and subsequent discussions with and review by Halliburton’s senior management. Mr. Cheeseman stated that senior management would not recommend approval of the transaction to Halliburton’s board of directors at a purchase price above $3.00 and that if Boots & Coots wanted the Halliburton board of directors to consider the proposed transaction, Mr. Cheeseman needed to know that evening if Boots & Coots could consider a transaction at $3.00 per share of Boots & Coots common stock.

 

In the evening of April 6, 2010, Mr. Baetz telephoned Mr. Cheeseman and stated that Boots & Coots could consider a potential merger for a combination of Halliburton common stock and cash valued at $3.00 per share of Boots & Coots common stock.

 

From April 7 through April 9, 2010, Boots & Coots’ management and their separate legal counsel, and representatives of Halliburton, had discussions regarding the provisions of executive agreements to be entered into by and between Halliburton, on the one hand, and the executive officers of Boots & Coots, on the other hand, including an agreement under which those individuals would agree to elect to receive all Halliburton common stock in the merger with respect to the Boots & Coots common stock they hold and to not sell or otherwise dispose of any Halliburton common stock within one year of the closing of the merger. In addition, Halliburton’s and Boots & Coots’ respective management and legal advisors also negotiated the terms of certain amendments to the compensation, benefit and severance arrangements relating to the executive officers of Boots & Coots. See “— Interests of Certain Persons in the Merger that May be Different from Your Interests” beginning on page 60.

 

In the morning of April 9, 2010, the Halliburton board of directors convened a telephonic meeting to review and consider the proposed merger. Present at the meeting were members of Halliburton’s senior management and representatives of Baker Botts. At the meeting, Halliburton’s senior management briefed the board of directors on the key terms of the proposed merger and negotiations that had occurred since their last update, reviewed the strategic rationale for the transaction, reviewed recent financial results of Boots & Coots, provided an overview of the proposed arrangements with certain executive officers of Boots & Coots and recommended in favor of the merger on the terms presented. Representatives of Baker Botts discussed with

the board of directors certain material terms of the merger agreement and certain legal matters relating to the board of directors’ consideration of the proposed merger. Following consideration of the terms of the proposed merger and discussion among the directors, senior management and Baker Botts, the Halliburton board of directors unanimously approved the proposed merger and authorized management to enter into the merger agreement.

 

Also in the morning of April 9, 2010, a meeting of the board of directors of Boots & Coots was held, with all members of the board present in person or by telephone, to review and consider the proposed merger agreement. Present at the meeting were members of Boots & Coots’ senior management, a representative of Thompson & Knight and a representative of HFBE. At the meeting, management and the representative of Thompson & Knight briefed the board of directors on the key provisions of the proposed merger agreement and negotiations that had occurred since their last update. During the course of the briefing, the representative of Thompson & Knight responded to various questions regarding the merger agreement and the transaction. At the meeting, the representative of Thompson & Knight presented and discussed draft resolutions of the board and the compensation committee of the board with respect to the proposed transaction, including authorization for an amendment to the Boots & Coots stockholders rights plan (to exempt Halliburton from the operation of the rights plan).

 

At the meeting, a representative of HFBE reviewed with the Boots & Coots’ board of directors HFBE’s financial analysis of the proposed transaction that had been updated for, among other things, the proposed $3.00 purchase price. In this regard, HFBE rendered its oral opinion, which was confirmed in writing later in the day, that, based upon its analysis, the consideration to be paid by Halliburton in the proposed merger was fair, from a financial point of view, to the stockholders of Boots & Coots. Management of Boots & Coots then provided an overview of the proposed employment and compensation arrangements with certain executive officers of Boots & Coots. Management was excused from the meeting and the Boots & Coots board met in executive session and considered the adequacy of the consideration being offered to the Boots & Coots stockholders, particularly in light of the reduction of the proposed purchase price and the recent increase in the trading price of Boots & Coots common stock. During the executive session the board also discussed: the terms of the merger agreement; the risks and uncertainties associated with entering into the proposed transaction, including provisions that required certain officers of Boots & Coots to agree to employment with Halliburton on an ongoing basis as a condition of the closing of the transaction; and the prospects for Boots & Coots receiving a superior proposal given the limitations contained in the merger agreement. The board also discussed possible drivers of the increase in Boots & Coots’ stock price over the preceding two months, expectations for the stock price if no transaction was entered into and the impact on the stock price if Boots & Coots performed as projected in management’s forecast. Following the executive session, management, including Mr. Winchester, returned to the board meeting. During the executive session and in the board meeting, Mr. DiPaolo indicated that given his past employment with Halliburton and his continuing close personal relationships with various members of management of Halliburton, he felt he should abstain from voting to approve the merger and the merger agreement. Following additional consideration of the terms of the proposed merger and discussion among the directors, including a discussion with management of other ways to grow Boots & Coots and increase shareholder value and the practical and financial limitations on Boots & Coots’ ability to do so, the Boots & Coots board of directors, with Mr. DiPaolo abstaining, unanimously determined that the merger agreement and the transactions contemplated therein (including the merger) were advisable, fair and in the best interests of Boots & Coots and its stockholders, approved the merger agreement and the transactions contemplated therein and resolved (subject to the exceptions contained in the merger agreement) to recommend the adoption of the merger agreement by the stockholders of Boots & Coots, and authorized management to enter into the merger agreement. Also on April 9, 2010, a meeting of the compensation committee of Boots & Coots was held to review and approve the treatment of stock options, SARs and restricted stock as contemplated by the merger agreement.

 

In the evening of April 9, 2010, the merger agreement was executed by Halliburton, Gradient and Boots & Coots. Later that evening, Halliburton and Boots & Coots issued a joint press release announcing the signing of the merger agreement.

 

The Boots & Coots board of directors carefully evaluated the merger agreement and the transactions contemplated thereby and determined that the merger agreement and the transactions contemplated thereby, including the proposed merger, are advisable and fair to and in the best interests of Boots & Coots and its stockholders. In approving the merger and recommending that Boots & Coots stockholders vote to adopt the merger agreement, the Boots & Coots board of directors consulted with Boots & Coots’ management and legal and financial advisors and considered a number of factors, including the following:

 

 

 

 

 

 

 

The board of directors of Boots & Coots also considered a variety of risks and other potentially negative factors concerning the merger, including the following:

 

 

 

 

Boots & Coots’ board of directors considered all of these factors as a whole and, on balance, concluded that it supported a determination to approve the merger agreement and the merger and to recommend that the

Boots & Coots stockholders adopt the merger agreement. The foregoing discussion of the information and factors considered by the board of directors is not exhaustive, but Boots & Coots believes it includes the material factors considered by the Boots & Coots board of directors. In view of the wide variety of factors considered by the board of directors in connection with its evaluation of the proposed transaction and the complexity of these matters, the board of directors of Boots & Coots did not consider it practical to, nor did it attempt to, quantify, rank or otherwise assign relative weights to the specific factors that it considered in reaching its decision. The board of directors of Boots & Coots evaluated the factors described above and reached a consensus that the proposed transaction was advisable to and in the best interests of, Boots & Coots and its stockholders. In considering the factors described above and any other factors, individual members of the board of directors may have viewed factors differently or given different weights or merits to different factors.

 

The Boots & Coots board of directors recommends that Boots & Coots’ stockholders vote “FOR” adoption of the merger agreement.

 

Properly dated and signed proxies, and proxies properly submitted over the Internet and by telephone, will be so voted unless Boots & Coots’ stockholders specify otherwise.

 

In reaching a conclusion to approve the merger, the Halliburton board of directors consulted with Halliburton’s management, as well as legal advisors. In these consultations, the board considered a number of factors, including the following:

 

 

 

 

Boots & Coots does not as a matter of course make public financial forecasts as to future revenues, earnings or other results, and Boots & Coots is especially cautious of making financial forecasts for extended periods due to the unpredictability of the underlying assumptions and estimates. However, for internal purposes and in connection with the process leading to the merger agreement, the management of Boots & Coots prepared certain projections of future financial and operating performance. The projections were prepared by Boots & Coots on a stand-alone basis and are not anticipated to be representative of financial and operating performance going forward, which may differ materially from the assumptions underlying the projections for Boots & Coots on a stand-alone basis. The projections are included in this proxy statement/prospectus because Boots & Coots provided such projections to its financial advisor, HFBE, in connection with the merger. A summary of this information is included below to give Boots & Coots’ stockholders access to non-public, unaudited prospective Boots & Coots information that was considered by Boots & Coots’ financial advisor for purposes of preparing its financial analysis and fairness opinion to the Boots & Coots board of directors.

 

Boots & Coots cautions you that uncertainties are inherent in prospective financial information of any kind. Neither Boots & Coots nor Halliburton nor any of their respective affiliates, advisors, officers, directors or representatives has made or makes any representation or can give any assurance to any Boots & Coots stockholder or any other person regarding the ultimate performance of Boots & Coots, whether independently or as a subsidiary of Halliburton, in relation to the summarized information set forth below.

 

The summarized projected financial information set forth below represents the most recent projections provided prior to the execution of the merger agreement to HFBE and the Boots & Coots board of directors. The inclusion of the following summarized projected financial information in this proxy statement/prospectus should not be regarded as an indication that Boots & Coots, Halliburton or their respective representatives considered or consider the projections to be an accurate prediction of future performance or events, and the summarized projected financial information set forth below should not be relied upon as such, nor regarded as a representation that such performance will be achieved.

 

The projections summarized below were prepared by, and are the responsibility of, the management of Boots & Coots in connection with the evaluation of the proposed merger or for internal planning purposes only and not with a view toward public disclosure or toward compliance with GAAP or the published guidelines of the SEC or the American Institute of Certified Public Accountants regarding financial projections. The projections were prepared on a basis consistent with historical accounting policies included in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Boots & Coots’ annual report on Form 10-K, as amended by Form 10-K/A, for the year ended December 31, 2009, which is incorporated by reference in this proxy statement/prospectus. See “Where You Can Find More Information.” None of UHY LLP, Boots & Coots’ independent registered public accountants, KPMG LLP, Halliburton’s independent registered public accounting firm, or any other independent registered public accounting firm has compiled, examined or performed any procedures with respect to the prospective financial information contained in the projections and, accordingly, neither UHY LLP nor KPMG LLP expresses an opinion or any other form of assurance with respect thereto. The reports of UHY LLP incorporated by reference into this proxy statement/prospectus relate to Boots & Coots’ historical financial information. Such reports do not extend to the projections included below and should not be read to do so. The board of directors of Boots & Coots did not prepare, and does not give any assurance regarding, the summarized projected financial information.

 

The internal financial forecasts of Boots & Coots (upon which the projected financial information is based) are, in general, prepared solely for internal use to assist in various management decisions, including with respect to capital budgeting. Such internal financial forecasts are inherently subjective in nature and susceptible to

interpretation and the effects of intervening events and, accordingly, such forecasts may not be achieved. The internal financial forecasts also reflect numerous assumptions made by management, including various estimates and assumptions that may not be realized and are subject to significant variables, uncertainties and contingencies, all of which are difficult to predict and many of which are beyond the control of Boots & Coots. Important factors that may affect or cause the information below to differ from actual results include, but are not limited to, the factors referred to under the headings “Cautionary Statements Concerning Forward-Looking Statements” and “Risk Factors” in this proxy statement/prospectus and other risks described in Boots & Coots’ annual report on Form 10-K, as amended by Form 10-K/A, for the year ended December 31, 2009, and in subsequent quarterly reports on Form 10-Q and current reports on Form 8-K. See “Where You Can Find More Information.” Accordingly, there can be no assurance that the assumptions made in preparing the internal financial forecasts upon which the projected financial information was based will prove accurate. There will be differences between actual and forecasted results, and the differences may be material. The risk that these uncertainties and contingencies could cause the assumptions to fail to be reflective of actual results is further increased by the length of time in the future over which these assumptions apply.

 

In developing the projections, Boots & Coots made numerous assumptions with respect to the projections for the periods shown, including:

 

 

Boots & Coots provides services primarily to oil and natural gas exploration and development companies. Actual and projected market prices of oil and natural gas are therefore significant factors in determining business activity levels of Boots & Coots’ principal customer base and corresponding activity levels for Boots & Coots and its competitors.

 

The summarized projected financial information set forth below reflects Boots & Coots’ projected results for the years ending December 31, 2010, 2011 and 2012.