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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
     

FORM 8-K
     

Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (date of earliest event reported):  September 17, 2010
     

HALLIBURTON COMPANY
(Exact Name of Registrant as Specified in Its Charter)
     

Delaware
(State or Other Jurisdiction of Incorporation)

001-03492
No. 75-2677995
(Commission File Number)
(IRS Employer Identification No.)
   
3000 North Sam Houston Parkway East
Houston, Texas
77032
(Address of Principal Executive Offices)
(Zip Code)

(281) 871-2699
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


 
 
 
Item 8.01           Other Events


On September 17, 2010, Halliburton Company, a Delaware corporation (“Halliburton”), completed its previously announced acquisition of Boots & Coots, Inc., a Delaware corporation (“Boots & Coots”).  Pursuant to the terms of the Agreement and Plan of Merger dated as of April 9, 2010 (the “Merger Agreement”) by and among Halliburton, Boots & Coots and Gradient, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Halliburton (“Merger Sub”), Boots & Coots merged with and into Merger Sub (the “Merger”), with Merger Sub surviving as a direct, wholly-owned subsidiary of Halliburton.

In connection with the Merger, Halliburton issued approximately 3.4 million shares of its common stock and paid approximately $142.5 million in cash to former Boots & Coots stockholders in exchange for their shares of Boots & Coots common stock.  The Halliburton shares issued to Boots & Coots stockholders represent less than 1.0% of Halliburton’s issued and outstanding common stock immediately after the Merger, based upon the number of Halliburton shares outstanding on September 17, 2010.

In order to achieve the intended tax consequences of the merger, as discussed below, the allocation of the total merger consideration to be paid in cash and Halliburton common stock has changed. The value of $1.27, which was, subject to the provisions of the Merger Agreement, intended to be used to compute the exchange ratio for the stock portion of the total merger consideration, was increased to $1.28, and the $1.73 in cash to be paid per share of Boots & Coots common stock, was reduced to $1.72.  The allocation of the merger consideration changed to the minimum extent necessary for the aggregate fair market value of all shares of Halliburton common stock that were issued pursuant to the Merger (valued as of the effective date of the Merger), to constitute not less than 40% of the sum of the total stock consideration plus the total amount of cash paid to Boots & Coots stockholders pursuant to the Merger.

Boots & Coots stockholders received the following consideration for each share of Boots & Coots common stock they owned, depending upon the elections, if any, which they made, and the proration feature of the Merger Agreement so that, in the aggregate, approximately 57.3% of the consideration for the outstanding shares of Boot & Coots common stock consists of cash, and the remaining 42.7% of the consideration consists of shares of Halliburton common stock:

1.  
Boots & Coots stockholders that elected to receive mixed cash and stock, and non-electing Boots & Coots stockholders, received $1.72 in cash and 0.0412 of a share of Halliburton common stock;

2.  
Boots & Coots stockholders that elected to receive all cash received approximately $2.02 in cash and 0.0316 of a share of Halliburton common stock; and

3.  
Boots & Coots stockholders that elected to receive all stock received 0.0966 of a share of Halliburton common stock.

Pursuant to the Merger Agreement, fractional shares of Halliburton common stock were not issued and, in lieu thereof, Boots & Coots stockholders received cash for their fractional share interests based on the volume weighted average trading price of a share of Halliburton common stock during the five-day trading period ending on September 15, 2010 (the “Halliburton five-day average price”).

Each Boots & Coots outstanding stock option and each outstanding stock appreciation right (“SAR”) with respect to a share of Boots & Coots common stock was converted, as of the effective time of the Merger, into an obligation of Halliburton to pay the option or SAR holder an amount in cash equal to the product of (1) the number of shares of Boots & Coots common stock subject to the option or SAR, as applicable, and (2) the excess, if any, of $3.00 over the exercise price per share previously subject to such option or SAR.  Each outstanding award of Boots & Coots restricted stock fully vested, as of the effective time of the Merger, and each holder had the right to make the same elections as a holder of Boots & Coots common stock.

The number of Halliburton shares issued to Boots & Coots stockholders was determined in accordance with Section 2.1 of the Merger Agreement, with the exchange ratio of the number of shares of Halliburton common stock to be exchanged for each share of Boots & Coots common stock determined by dividing $1.28 (in the case of mixed cash and stock elections, and no elections) or $3.00 (in the case of all-stock elections) by the Halliburton five-day average price of $31.0628 per Halliburton share.

The Merger is structured to qualify as a reorganization for U.S. federal income tax purposes, such that each Boots & Coots stockholder generally should be subject to U.S. federal income tax only on the cash it receives in the Merger.

The foregoing summary of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which is attached as Exhibit 2.1 to Halliburton’s Current Report on Form 8-K dated April 9, 2010.

On September 17, 2010, Halliburton issued a press release announcing that the Merger was completed on September 17, 2010.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 
 
 


Item 9.01.          Financial Statements and Exhibits

(d) Exhibits

2.1
Agreement and Plan of Merger dated April 9, 2010, by and among Halliburton Company, Gradient, LLC and Boots & Coots, Inc. (incorporated by reference to Exhibit 2.1 of Halliburton’s Current Report on Form 8-K filed on April 9, 2010).
   
99.1
Press Release issued by Halliburton Company, dated September 17, 2010.
 
 

 
 
 
 
 


SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 

   
HALLIBURTON COMPANY
     
     
Date: September 20, 2010
By:
 /s/  Bruce A. Metzinger                    
   
Bruce A. Metzinger
   
Assistant Secretary
 

 
 
 

INDEX TO EXHIBITS
 


Exhibit Number
Description
2.1
Agreement and Plan of Merger dated April 9, 2010, by and among Halliburton Company, Gradient, LLC and Boots & Coots, Inc. (incorporated by reference to Exhibit 2.1 of Halliburton’s Current Report on Form 8-K filed on April 9, 2010).
   
99.1
Press Release issued by Halliburton Company, dated September 17, 2010.
 
 





 


pressrelease.htm
                                           &# 160;       EXHIBIT   99.1
 

 
Halliburton Company                               &# 160;               Press Release

3000 N. Sam Houston Pkwy E. , Houston, TX. 77032
Phone 281.871.2699

FOR IMMEDIATE RELEASE

CONTACTS:
Cathy Mann                                                      Teresa Wong
cathy.mann@halliburton.com                        teresa.wong@halliburton.com
281-871-2601  
                       281-871-2601




 
Halliburton Completes Acquisition of Boots & Coots
 
Halliburton creates premier well intervention services product service line
 
HOUSTON, TX – September 17, 2010 – Halliburton (NYSE: HAL) closed the acquisition of Boots & Coots, Inc., creating the industry’s premier intervention services and pressure control product service line. The merger combines Halliburton’s coiled tubing and hydraulic workover operations with Boots & Coots’ well intervention services, providing operators with a more comprehensive production services portfolio.
 
Halliburton acquired all of the outstanding stock of Boots & Coots through the stock and cash transaction.  Boots & Coots’ operating management have been retained to lead Halliburton’s Boots & Coots product service line with operating results reported through Halliburton’s Completion and Production reporting segment. The acquisition is expected to be accretive in the first full year of operation.
 
“We are pleased to close this acquisition and initiate the integration process with Boots & Coots’ talented group of professionals,” said Marc Edwards, Halliburton’s senior vice president of Completion and Production. “Through the new Boots & Coots product service line, our customers will have access to the industry’s most advanced and wide-ranging suite of well intervention and pressure control services to optimize and improve full life-cycle returns.”
 
“Merging with Halliburton serves as a perfect complement to Boots & Coots’ growth strategies and is a natural addition to Halliburton’s global service capabilities,” said Jerry Winchester, Halliburton’s vice president of the Boots & Coots product service line.
 
Halliburton issued approximately 3.4 million shares of its common stock and paid approximately $142.5 million in cash to Boots & Coots stockholders. Under the terms of the merger agreement, in order to achieve the intended tax consequences of the merger, the allocation of the total merger consideration paid in cash and Halliburton common stock changed. The value of $1.27, which was, subject to the provisions of the merger agreement, intended to be used to compute the exchange ratio for the stock portion of the total merger consideration, was increased to $1.28, and the $1.73 in cash to be paid per share of Boots & Coots common stock, was reduced to $1.72.  As a result and taking into account the proration of the merger consideration, each outstanding share of Boots & Coots common stock was converted into the right to receive: (1) approximately $2.02 in cash and 0.0316 of a share of Halliburton common stock, for those Boots & Coots stockholders who made an election to receive all cash, (2) 0.0966 of a share of Halliburton common stock, for those Boots & Coots stockholders who elected to receive all stock and (3) $1.72 in cash and 0.0412 of a share of Halliburton common stock, for those Boots Coots stockholders who elected to receive a combination of cash and stock or who failed to make an election by the election deadline. The Halliburton shares issued to Boots & Coots stockholders represent less than 1.0% of Halliburton’s issued and outstanding common stock immediately after the merger.
 
About Halliburton
 
Founded in 1919, Halliburton is one of the world’s largest providers of products and services to the energy industry. With more than 50,000 employees in approximately 70 countries, the company serves the upstream oil and gas industry throughout the life cycle of the reservoir – from locating hydrocarbons and managing geological data, to drilling and formation evaluation, well construction and completion, and optimizing production through the life of the field. Visit the company’s web site at www.halliburton.com.
 
 
NOTE:  The statements in this press release that are not historical statements, including statements regarding future financial performance are forward-looking statements within the meaning of the federal securities laws. These statements are subject to numerous risks and uncertainties, many of which are beyond the company’s control, which could cause actual results to differ materially from the results expressed or implied by the statements. These risks and uncertainties include, but are not limited to: results of litigation and investigations; actions by third parties, including governmental agencies; changes in the demand for or price of oil and/or natural gas which has been significantly impacted by the worldwide recession and by the worldwide financial and credit crisis; consequences of audits and investigations by domestic and foreign government agencies and legislative bodies and related publicity and potential adverse proceedings by such agencies; indemnification and insurance matters; protection of intellectual property rights; compliance with environmental laws; changes in government regulations and regulatory requirements, particularly those related to offshore oil and gas exploration, radioactive sources, explosives, chemicals, hydraulic fracturing services and climate-related initiatives; compliance with laws related to income taxes and assumptions regarding the generation of future taxable income; risks of international operations, including risks relating to unsettled political conditions, war, the effects of terrorism, and foreign exchange rates and controls, and doing business with national oil companies; weather-related issues, including the effects of hurricanes and tropical storms; changes in capital spending by customers; delays or failures by customers to ma ke payments owed to us; execution of long-term, fixed-price contracts; impairment of oil and gas properties; structural changes in the oil and natural gas industry; maintaining a highly skilled workforce; availability of raw materials; and integration of acquired businesses and operations of joint ventures. Halliburton’s Form 10-K for the year ended December 31, 2009, Form 10-Q for the quarter ended June 30, 2010, recent Current Reports on Form 8-K, and other Securities and Exchange Commission (SEC) filings discuss some of the important risk factors identified that may affect Halliburton’s business, results of operations, and financial condition. Halliburton undertakes no obligation to revise or update publicly any forward-looking statements for any reason.                                         0;        
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