Halliburton Company 5.90% Senior Notes due 2018 6.70% Senior Notes due 2038 Underwriting Agreement
Exhibit 1.1
Execution Version
Halliburton Company
5.90% Senior Notes due 2018
6.70% Senior Notes due 2038
To
|
the Representatives named in | |
| Schedule I hereto of the several | ||
| Underwriters named in | ||
| Schedule II hereto |
Ladies and Gentlemen:
Halliburton Company, a corporation organized under the laws of Delaware (the “Company”),
proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for
whom you (the “Representatives”) are acting as representatives, the principal amount of its
securities identified in Schedule I hereto (the “Securities”), to be issued under the indenture
(the “Base Indenture”), dated as of October 17, 2003, between the Company and The Bank of New York
Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as trustee (the “Trustee”), as
supplemented by a supplemental indenture (the “Supplemental Indenture”), to be dated September 12,
2008 between the Company and the Trustee. In this Agreement, the Base Indenture, as supplemented
by the Supplemental Indenture, is referred to as the “Indenture.” To the extent there are no
additional Underwriters listed on Schedule I other than you, the term Representatives as used
herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean
either the singular or plural as the context requires. Any reference herein to the Registration
Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed
to refer to and include the documents incorporated by reference therein pursuant to Item 12 of
Form S-3 which were filed under the Exchange Act on or before the Effective Date of the
Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the
Final Prospectus, as the case may be; and any reference herein to the terms “amend,” “amendment” or
“supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary
Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any
document under the Exchange Act after the Effective Date of the Registration Statement or the issue
date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may
be, deemed to be incorporated therein by reference. Certain terms used herein are defined in
Section 20 hereof.
1. Representations and Warranties. The Company represents and warrants to, and agrees
with, each Underwriter as set forth below in this Section 1.
(a) The Company meets the requirements for use of Form S-3 under the Act and has
prepared and filed with the Commission an automatic shelf registration statement, as defined
in Rule 405 (the file number of which is set forth in Schedule I
hereto) on Form S-3, including a related Base Prospectus, for registration under the
Act of the offering and sale of the Securities. Such Registration Statement, including any
amendments thereto filed prior to the Execution Time, became effective upon filing. The
Company may have filed with the Commission, as part of an amendment to the Registration
Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements
relating to the Securities, each of which has previously been furnished to you. The Company
will file with the Commission a final prospectus supplement relating to the Securities in
accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all
information required by the Act and the rules thereunder, and, except to the extent the
Representatives shall agree in writing to a modification, shall be in all substantive
respects in the form furnished to you prior to the Execution Time or, to the extent not
completed at the Execution Time, shall contain only such specific additional information and
other changes (beyond that contained in the Base Prospectus and any Preliminary Prospectus)
as the Company has advised you, prior to the Execution Time, will be included or made
therein. The Registration Statement, at the Execution Time, meets the requirements set
forth in Rule 415(a)(1)(x).
(b) On each Effective Date, the Registration Statement did, and when the Final
Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined
herein), the Final Prospectus (and any supplement thereto) will, comply in all material
respects with the applicable requirements of the Act, the Exchange Act and the Trust
Indenture Act and the respective rules thereunder; on each Effective Date and at the
Execution Time, the Registration Statement did not and will not contain any untrue statement
of a material fact or omit to state any material fact required to be stated therein or
necessary in order to make the statements therein not misleading; on the Effective Date and
on the Closing Date, the Indenture did or will comply in all material respects with the
applicable requirements of the Trust Indenture Act and the rules thereunder; and on the date
of any filing pursuant to Rule 424(b) and on the Closing Date, the Final Prospectus
(together with any supplement thereto) will not include any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading; provided,
however, that the Company makes no representations or warranties as to (i) that part
of the Registration Statement which shall constitute the Statement of Eligibility and
Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (ii) the
information contained in or omitted from the Registration Statement or the Final Prospectus
(or any supplement thereto) in reliance upon and in conformity with information furnished in
writing to the Company by or on behalf of any Underwriter through the Representatives
specifically for inclusion in the Registration Statement or the Final Prospectus (or any
supplement thereto), it being understood and agreed that the only such information furnished
by or on behalf of any Underwriter consists of the information described as such in Section
8 hereof.
(c) (i) The Disclosure Package and (ii) each electronic road show, when taken together
as a whole with the Disclosure Package, does not contain any untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading. The preceding
sentence does not apply to statements in or omissions from
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the Disclosure Package based upon and in conformity with written information furnished
to the Company by any Underwriter through the Representatives specifically for use therein,
it being understood and agreed that the only such information furnished by or on behalf of
any Underwriter consists of the information described as such in Section 8 hereof.
(d) (i) At the time of filing the Registration Statement, (ii) at the time of the most
recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act
(whether such amendment was by post-effective amendment, incorporated report filed pursuant
to Sections 13 or 15(d) of the Exchange Act or form of prospectus), (iii) at the time the
Company or any person acting on its behalf (within the meaning, for this clause only, of
Rule 163(c)) made any offer relating to the Securities in reliance on the exemption in Rule
163, and (iv) at the Execution Time (with such date being used as the determination date for
purposes of this clause (iv)), the Company was or is (as the case may be) a “well-known
seasoned issuer” as defined in Rule 405. The Company agrees to pay the fees required by the
Commission relating to the Securities within the time required by Rule 456(b)(1) without
regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r).
(e) (i) At the earliest time after the filing of the Registration Statement that the
Company or another offering participant made a bona fide offer (within the meaning of Rule
164(h)(2)) of the Securities and (ii) as of the Execution Time (with such date being used as
the determination date for purposes of this clause (ii)), the Company was not and is not an
Ineligible Issuer (as defined in Rule 405), without taking account of any determination by
the Commission pursuant to Rule 405 that it is not necessary that the Company be considered
an Ineligible Issuer.
(f) Each Issuer Free Writing Prospectus and the final term sheet prepared and filed
pursuant to Section 5(b) hereto does not include any information that conflicts with the
information contained in the Registration Statement, including any document incorporated
therein by reference and any prospectus supplement deemed to be a part thereof that has not
been superseded or modified. The foregoing sentence does not apply to statements in or
omissions from any Issuer Free Writing Prospectus based upon and in conformity with written
information furnished to the Company by any Underwriter through the Representatives
specifically for use therein, it being understood and agreed that the only such information
furnished by or on behalf of any Underwriter consists of the information described as such
in Section 8 hereof.
(g) The documents incorporated by reference in the Disclosure Package and the Final
Prospectus, when they became effective or were filed with the Commission, as the case may
be, conformed in all material respects to the requirements of the Act or the Exchange Act,
as applicable, and the rules and regulations of the Commission thereunder, and none of such
documents contained an untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements therein not
misleading; and any further documents so filed and incorporated by reference in the
Disclosure Package and the Final Prospectus or any further amendment or supplement thereto,
when such documents become effective or are filed with the
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Commission, as the case may be, will conform in all material respects to the
requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of
the Commission thereunder and will not contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that this representation and warranty
shall not apply to any statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by an Underwriter through the
Representatives expressly for use therein.
(h) The Company has been duly incorporated and is an existing corporation in good
standing under the laws of the State of Delaware, with corporate power and authority to own
its properties and conduct its business as described in the Disclosure Package and Final
Prospectus and the Company is duly qualified to do business as a foreign corporation, and is
in good standing in all other jurisdictions in which its ownership or lease of property or
the conduct of its business requires such qualification, except where any such failure to be
so qualified or in good standing in such other jurisdictions would not, individually or in
the aggregate, have a Material Adverse Effect (as defined below).
(i) Each Material Subsidiary (as defined below) has been duly formed or incorporated
and is existing in good standing as a corporation, limited liability company or limited
partnership, as applicable, under the laws of the jurisdiction of its incorporation or
formation, with corporate, limited liability company or limited partnership power and
authority to own its properties and conduct its business as described in the Disclosure
Package and the Final Prospectus; and each Material Subsidiary is duly qualified to do
business in good standing in all other jurisdictions in which its ownership or lease of
property or the conduct of its business requires such qualification, except where any such
failure to be so qualified or in good standing in such other jurisdictions would not,
individually or in the aggregate, have a material adverse effect on the financial condition,
business or results of operations of the Company and its subsidiaries taken as a whole
(“Material Adverse Effect”); all of the issued and outstanding capital stock of the Material
Subsidiaries have been duly authorized and validly issued and is fully paid and
nonassessable; and the capital stock of each Material Subsidiary is, directly or indirectly,
owned free from liens, encumbrances and defects. The Company represents that Annex A hereto
furnished by the Company lists all material subsidiaries of the Company (each such
subsidiary, a “Material Subsidiary”).
(j) The financial statements of the Company incorporated by reference in the Disclosure
Package and the Final Prospectus present fairly the financial position of the Company and
its consolidated subsidiaries as of the dates shown and their results of operations and cash
flows for the periods shown, and such financial statements comply in all material respects
with the applicable requirements of the Act and have been prepared in conformity with the
generally accepted accounting principles in the United States applied on a consistent basis;
and the schedules incorporated by reference in the Disclosure Package and the Final
Prospectus present fairly the information required to be stated therein.
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(k) The Company has an authorized capitalization, as set forth in the Disclosure
Package and the Final Prospectus under “Capitalization”;
all of the issued and outstanding shares of capital stock of the Company have been duly authorized and validly issued and are
fully paid and non-assessable.
(l) The Company has duly taken all necessary corporate action to authorize the offering
and sale of the Securities and the transactions contemplated by this Agreement; and this
Agreement has been duly authorized, executed and delivered by the Company.
(m) The Securities have been duly authorized by the Company and, when issued and
delivered to and paid for by the Underwriters in accordance with this Agreement, will have
been duly executed, authenticated, issued and delivered and will constitute valid,
enforceable and legally binding obligations of the Company entitled to the benefits provided
by the Indenture, subject, as to enforcement, to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and other laws of general applicability relating to or
affecting creditors’ rights and to general equity principles.
(n) The Indenture has been duly authorized, and when executed and delivered by the
Company and assuming due authorization, execution and delivery by the Trustee, constitutes a
valid and legally binding instrument, enforceable in accordance with its terms, subject, as
to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
and other laws of general applicability relating to or affecting creditors’ rights and to
general equity principles.
(o) The execution, delivery and performance of this Agreement by the Company, the issue
and sale of the Securities and the compliance by the Company with all of the provisions of
this Agreement will not result in a breach or violation of any of the terms and provisions
of, or constitute a default under, (i) any statute, any rule, regulation or order of any
court, regulatory body, administrative agency, governmental body, arbitrator or other
authority having jurisdiction over the Company or any of its subsidiaries or any of its or
their properties, (ii) any indenture, contract, lease, mortgage, deed of trust, note
agreement, loan agreement or other agreement, obligation, condition, covenant or instrument
to which the Company or any such subsidiary is a party or by which the Company or any such
subsidiary is bound or to which any of the properties of the Company or any such subsidiary
is subject, or (iii) the Restated Certificate of Incorporation or By-laws of the Company,
each as amended to date, except, in the case of clauses (i) and (ii), where any such breach,
violation or default would not, individually or in the aggregate, have a Material Adverse
Effect.
(p) No consent, approval, authorization, or order of, or registration or qualification
or filing with, any governmental agency or body or any court is required for the execution
and delivery by the Company of this Agreement, the issue and sale of the Securities or the
consummation by the Company of the transactions contemplated by this Agreement, except (i)
such as have been obtained under the Act and the Trust Indenture Act and (ii) such as may be
required under state or foreign takeover statutes and securities or “blue sky” laws in
connection with the purchase and distribution of the
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Securities by the Underwriters in the manner contemplated herein and in the Disclosure
Package and the Final Prospectus.
(q) Neither the Company nor any Material Subsidiary is in violation or default of (i)
its Certificate of Incorporation or By-laws (or equivalent documents), as amended to date,
or (ii) any material obligation, agreement, covenant or condition contained in any
indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement,
instrument or other agreement to which it is a party or bound or to which its property is
subject, or (iii) any statute, law, rule, regulation, judgment, order or decree of any
court, regulatory body, administrative agency, governmental body, arbitrator or other
authority having jurisdiction over the Company or such subsidiary or any of its properties,
as applicable, except in the case of clauses (ii) or (iii), for any such breach or violation
which, individually or in the aggregate, would not reasonably be expected to have a Material
Adverse Effect.
(r) The statements set forth in the Disclosure Package and the Final Prospectus under
the caption “Description of Notes,” insofar as they purport to constitute a summary of the
terms of the Securities, and under the caption “Underwriting” (except for the seventh and
eighth paragraphs related to stabilization and syndicate covering transactions), insofar as
they purport to describe the provisions of the laws and documents referred to therein,
constitute accurate and fair summaries of the matters described therein in all material
respects.
(s) The Securities and the Indenture will conform in all material respects to the
descriptions thereof in the Disclosure Package and the Final Prospectus.
(t) The statements set forth in the Disclosure Package and the Final Prospectus under
the caption “U.S. Federal Income Tax Consequences,” insofar as they purport to constitute
summaries of matters of United States federal income tax law and regulations or legal
conclusions with respect thereto, constitute accurate summaries of the matters described
therein in all material respects.
(u) Except as disclosed in the Disclosure Package and the Final Prospectus (exclusive
of any supplement thereto), each of the Company and its subsidiaries (i) is in compliance
with, and is not subject to costs or liabilities under, any and all foreign, federal, state
and local laws and regulations relating to the protection of human health and safety, the
environment or hazardous or toxic substances or wastes, pollutants or contaminants
applicable to it or its business or operations or ownership or use of its property
(“Environmental Laws”), and (ii) has not received notice of any actual or potential cost or
liability or other impacts arising out of any Environmental Laws, any proposed changes
thereto, or any hazardous or toxic substances or wastes, pollutants or contaminants and is
not aware of any basis for any such liability or other impacts, except, in the case of
clauses (i) and (ii), where such non-compliance, costs or liabilities or other impacts would
not, individually or in the aggregate, have a Material Adverse Effect.
(v) There is and has been no failure on the part of the Company and any of the
Company’s directors or officers, in their capacities as such, to comply with any provision
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of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in
connection therewith (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), including Section 402 relating to loans and
Sections 302 and 906 relating to certifications, except where any such failure to comply
would not, individually or in the aggregate, have a Material Adverse Effect.
(w) The Company is not and, after giving effect to the offering and sale of the
Securities and the application of proceeds thereof as described in the Disclosure Package
and the Final Prospectus, will not be an “investment company” or an entity “controlled” by
an “investment company” as such terms are defined under the Investment Company Act of 1940,
as amended (the “Investment Company Act”).
(x) The Company and its subsidiaries possess adequate certificates, authorities or
permits issued by appropriate governmental agencies or bodies necessary to conduct the
business now operated by them, except where the lack thereof would not, individually or in
the aggregate, have a Material Adverse Effect, and have not received any notice of
proceedings relating to the revocation or modification of any such certificate, authority or
permit that, if determined adversely to the Company or any of its subsidiaries, would
individually or in the aggregate have a Material Adverse Effect.
(y) Except as disclosed in the Disclosure Package and the Final Prospectus (exclusive
of any supplement thereto), there are no pending or, to the Company’s knowledge, threatened
or contemplated actions, suits or proceedings by or before any court or governmental agency,
authority or body or any arbitrator against or affecting the Company or any of its
subsidiaries or any of their respective properties that, if determined adversely to the
Company (including as a result of the Company’s obligations under the Master Separation
Agreement, dated as of November 20, 2006 (the “Master Separation Agreement”), between the
Company and KBR, Inc.), would individually or in the aggregate have a Material Adverse
Effect, or would materially and adversely affect the ability of the Company to perform its
obligations under this Agreement, or the consummation of the transactions contemplated
thereby.
(z) Except as disclosed in the Disclosure Package and the Final Prospectus (exclusive
of any supplement thereto), to the knowledge of the Company (i) none of the Company, any of
its subsidiaries or any of their respective majority owned or otherwise controlled joint
ventures, or any director, officer, agent or employee of the Company, any of its
subsidiaries or any of their respective majority owned or otherwise controlled joint
ventures (who, with respect to such joint ventures, is also an employee of the Company) is
aware of or has taken any action, directly or indirectly, that would result in a violation
by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and
regulations thereunder (the “FCPA”), including, without limitation, making use of the mails
or any means or instrumentality of interstate commerce corruptly in furtherance of an offer,
payment, promise to pay or authorization of the payment of any money, or other property,
gift, promise to give, or authorization of the giving of anything of value to any “foreign
official” (as such term is defined in the FCPA) or any foreign political party or official
thereof or any candidate for foreign political office, in contravention of the FCPA, (ii)
the Company, its subsidiaries and their respective majority owned or otherwise controlled
joint ventures, and the directors, officers, agents and employees of
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the Company, its subsidiaries and their respective majority owned or otherwise
controlled joint ventures (who, with respect to such joint ventures, is also an employee of
the Company) have conducted their businesses in compliance with the FCPA and (iii) the
Company, its subsidiaries and their respective majority owned or otherwise controlled joint
ventures, and the directors, officers, agents and employees of the Company, its subsidiaries
and their respective majority owned or otherwise controlled joint ventures (who, with
respect to such joint ventures, is also an employee of the Company) have instituted and
maintain policies and procedures designed to ensure, and which are reasonably expected to
continue to ensure, continued compliance therewith, except, in the case of clauses (i) and
(ii), where any such violation or noncompliance would not, individually or in the aggregate,
have a Material Adverse Effect.
(aa) To the knowledge of the Company, none of the Company, any of its subsidiaries or
any of their respective majority owned or otherwise controlled joint ventures, or any
director, officer, agent or employee of the Company, any of its subsidiaries or any of their
respective majority owned or otherwise controlled joint ventures (who, with respect to such
joint ventures, is also an employee of the Company) is currently subject to any penalty,
charging or warning letter, settlement agreement or order relating to any U.S. sanctions
administered by or on behalf of the Office of Foreign Assets Control of the U.S. Treasury
Department.
(bb) None of the transactions contemplated by this Agreement (including, without
limitation, the use of the proceeds from the sale of the Securities) will violate or result
in a violation of Section 7 of the Exchange Act, or any regulation promulgated thereunder,
including, without limitation, Regulations T, U, and X of the Board of Governors of the
Federal Reserve System.
(cc) Neither the Company nor any of its affiliates has taken any action which is
designed to or which has constituted or which might have been expected to cause or result in
stabilization or manipulation of the price of any security of the Company in connection with
the offering of the Securities.
(dd) Except as disclosed in the Registration Statement, the Disclosure Package and the
Final Prospectus, the Company (i) does not have any material lending or other relationship
with any bank or lending affiliate of Citigroup Global Markets Inc., Greenwich Capital
Markets, Inc. or HSBC Securities (USA) Inc. and (ii) does not intend to use any of the
proceeds from the sale of the Securities hereunder to repay any outstanding debt owed to any
affiliate of Citigroup Global Markets Inc., Greenwich Capital Markets, Inc. or HSBC
Securities (USA) Inc.
(ee) The Company maintains an effective system of “disclosure controls and procedures”
(as defined in Rule 13a-15(e) of the Exchange Act) that is designed to ensure that
information required to be disclosed by the Company, including in reports that it files or
submits under the Exchange Act, is recorded, processed, summarized and reported within the
time periods specified in the Commission’s rules and forms, including controls and
procedures designed to ensure that such information is accumulated and communicated to the
Company’s management as appropriate to allow timely decisions
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regarding required disclosure; and the Company has carried out evaluations of the
effectiveness of its disclosure controls and procedures as required by Rule 13a-15 of the
Exchange Act.
(ff) The Company makes and keeps accurate books and records and maintains a system of
internal controls over financial reporting sufficient to provide reasonable assurance that
(i) transactions are executed in accordance with management’s general or specific
authorizations; (ii) transactions are recorded as necessary to permit preparation of
financial statements in conformity with generally accepted accounting principles and to
maintain asset accountability; (iii) access to assets is permitted only in accordance with
management’s general or specific authorization; and (iv) the recorded accountability for
assets is compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences. Except as disclosed in the Registration Statement,
the Disclosure Package and the Final Prospectus, the Company is not aware of any material
weakness in its internal controls over financial reporting.
(gg) KPMG LLP, which has certified the financial statements and supporting schedules of
the Company and its subsidiaries incorporated by reference in the Disclosure Package and the
Final Prospectus, is an independent registered public accounting firm as required by the Act
and the rules and regulations of the Commission thereunder
Any certificate signed by any officer of the Company and delivered to the Representatives or
counsel for the Underwriters in connection with the offering of the Securities shall be deemed a
representation and warranty by the Company, as to matters covered thereby, to each Underwriter.
2. Purchase and Sale. Subject to the terms and conditions and in reliance upon the
representations and warranties herein set forth, the Company agrees to sell to each Underwriter,
and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the
purchase price set forth in Schedule I hereto the principal amount of the Securities set forth
opposite such Underwriter’s name in Schedule II hereto.
3. Delivery and Payment. Delivery of and payment for the Securities shall be made on
the date and at the time specified in Schedule I hereto or at such time on such later date not more
than three Business Days after the foregoing date as the Representatives shall designate, which
date and time may be postponed by agreement between the Representatives and the Company or as
provided in Section 9 hereof (such date and time of delivery and payment for the Securities being
herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives
for the respective accounts of the several Underwriters against payment by the several Underwriters
through the Representatives of the purchase price thereof to or upon the order of the Company by
wire transfer payable in same-day funds to an account specified by the Company. Delivery of the
Securities shall be made through the facilities of The Depository Trust Company unless the
Representatives shall otherwise instruct. Certificates for the Securities shall be registered in
such names and in such denominations as Citigroup Global Markets Inc. may request not less than two
Business Days in advance of the Closing Date.
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The Company agrees to have the Securities available for inspection, checking and packaging by
the Representative in New York, New York, not later than 1:00 PM on the Business Day prior to the
Closing Date.
4. Offering by Underwriters. It is understood that the several Underwriters propose
to offer the Securities for sale to the public as set forth in the Final Prospectus.
5. Agreements. The Company agrees with the several Underwriters that:
(a) Prior to the termination of the offering of the Securities, the Company will not file any
amendment of the Registration Statement or supplement (including the Final Prospectus or any
Preliminary Prospectus) to the Base Prospectus unless the Company has furnished you a copy for your
review prior to filing and will not file any such proposed amendment or supplement to which you
reasonably object. The Company will cause the Final Prospectus, properly completed, and any
supplement thereto to be filed in a form approved by the Representatives with the Commission
pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will
provide evidence satisfactory to the Representatives of such timely filing. The Company will
promptly advise the Representatives (i) when the Final Prospectus, and any supplement thereto,
shall have been filed (if required) with the Commission pursuant to Rule 424(b), (ii) when, prior
to termination of the offering of the Securities, any amendment to the Registration Statement shall
have been filed or become effective, (iii) of any request by the Commission or its staff for any
amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any
supplement to the Final Prospectus or for any additional information, (iv) of the issuance by the
Commission of any stop order suspending the effectiveness of the Registration Statement or of any
notice objecting to its use or the institution or threatening of any proceeding for that purpose
and (v) of the receipt by the Company of any notification with respect to the suspension of the
qualification of the Securities for sale in any jurisdiction or the institution or threatening of
any proceeding for such purpose. The Company will file promptly all reports and any definitive
proxy statement or information statements required to be filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the
Final Prospectus and for as long as the delivery of a prospectus is required in connection with the
offering or sale of the Securities. The Company will use its commercially reasonable best efforts
to prevent the issuance of any such stop order or the occurrence of any such suspension or
objection to the use of the Registration Statement and, upon such issuance, occurrence or notice of
objection, to obtain as soon as possible the withdrawal of such stop order or relief from such
occurrence or objection, including, if necessary, by filing an amendment to the Registration
Statement or a new registration statement and using its commercially reasonable best efforts to
have such amendment or new registration statement declared effective as soon as practicable.
(b) To prepare a final term sheet, containing solely a description of final terms of the
Securities and the offering thereof, in the form approved by you and attached as Schedule IV hereto
and to file such term sheet pursuant to Rule 433(d) within the time required by such Rule.
(c) If, at any time prior to the filing of the Final Prospectus pursuant to Rule 424(b), any
event occurs as a result of which the Disclosure Package would include any untrue
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statement of a material fact or omit to state any material fact necessary to make the
statements therein in the light of the circumstances under which they were made or the
circumstances then prevailing not misleading, the Company will (i) notify promptly the
Representatives so that any use of the Disclosure Package may cease until it is amended or
supplemented; (ii) amend or supplement the Disclosure Package to correct such statement or
omission; and (iii) supply any amendment or supplement to you in such quantities as you may
reasonably request.
(d) If, at any time when a prospectus relating to the Securities is required to be delivered
under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule
172), any event occurs as a result of which the Final Prospectus as then supplemented would include
any untrue statement of a material fact or omit to state any material fact necessary to make the
statements therein in the light of the circumstances under which they were made at such time not
misleading, or if it shall be necessary to amend the Registration Statement, file a new
registration statement or supplement the Final Prospectus or file under the Exchange Act any
document incorporated by reference in the Final Prospectus in order to comply with the Act or the
Exchange Act or the respective rules thereunder, including in connection with use or delivery of
the Final Prospectus, the Company promptly will (i) notify the Representatives of any such event,
(ii) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this
Section 5, an amendment or supplement or new registration statement which will correct such
statement or omission or effect such compliance, (iii) use its best efforts to have any amendment
to the Registration Statement or new registration statement declared effective as soon as
practicable in order to avoid any disruption in use of the Final Prospectus and (iv) supply any
supplemented Final Prospectus to you in such quantities as you may reasonably request.
(e) As soon as practicable, the Company will make generally available to its security holders
and to the Representatives an earnings statement or statements of the Company and its subsidiaries
which will satisfy the provisions of Section 11(a) of the Act and Rule 158.
(f) The Company will furnish to the Representatives and counsel for the Underwriters, without
charge, signed copies of the Registration Statement (including exhibits thereto) and to each other
Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as
delivery of a prospectus by an Underwriter or dealer may be required by the Act (including in
circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each
Preliminary Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus and any
supplement thereto as the Representatives may reasonably request. The Company will pay the
expenses of printing or other production of all documents relating to the offering.
(g) The Company will arrange, if necessary, for the qualification of the Securities for sale
under the laws of such jurisdictions as the Representatives may designate and will maintain such
qualifications in effect so long as required for the distribution of the Securities; provided that
in no event shall the Company be obligated to qualify to do business in any jurisdiction where it
is not now so qualified or to take any action that would subject it to service of process in suits,
other than those arising out of the offering or sale of the Securities, in any jurisdiction where
it is not now so subject.
11
(h) The Company agrees that, unless it has or shall have obtained the prior written consent of
the Representatives, and each Underwriter, severally and not jointly, agrees with the Company that,
unless it has or shall have obtained, as the case may be, the prior written consent of the Company,
it has not made and will not make any offer relating to the Securities that would constitute an
Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as
defined in Rule 405) required to be filed by the Company with the Commission or retained by the
Company under Rule 433, other than a free writing prospectus containing the information contained
in the final term sheet prepared and filed pursuant to Section 5(b) hereto; provided that the prior
written consent of the parties hereto shall be deemed to have been given in respect of the Free
Writing Prospectuses included in Schedule III hereto and any electronic road show. Any such free
writing prospectus consented to by the Representatives or the Company is hereinafter referred to as
a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat,
as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and
(y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433
applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the
Commission, legending and record keeping.
(i) The Company will not, without the prior written consent of Citigroup Global Markets Inc.,
HSBC Securities (USA) Inc. and Greenwich Capital Markets, Inc. offer, sell, contract to sell,
pledge, or otherwise dispose of (or enter into any transaction which is designed to, or might
reasonably be expected to, result in the disposition (whether by actual disposition or effective
economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the
Company or any person in privity with the Company or any affiliate of the Company), directly or
indirectly, including the filing (or participation in the filing) of a registration statement with
the Commission in respect of, or establish or increase a put equivalent position or liquidate or
decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any debt
securities issued or guaranteed by the Company (other than the Securities) or publicly announce an
intention to effect any such transaction, until the Business Day set forth on Schedule I hereto.
(j) The Company will not take, directly or indirectly, any action designed to or that would
constitute or that might reasonably be expected to cause or result in, under the Exchange Act or
otherwise, stabilization or manipulation of the price of any security of the Company to facilitate
the sale or resale of the Securities.
(k) The Company agrees to pay the costs and expenses relating to the following matters:
(i) the preparation, printing or reproduction and filing with the Commission of the Registration
Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the
Final Prospectus and each Issuer Free Writing Prospectus, and each amendment or supplement to any
of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges
and charges for counting and packaging) of such copies of the Registration Statement, each
Preliminary Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus, and all
amendments or supplements to any of them, as may, in each case, be reasonably requested for use in
connection with the offering and sale of the Securities; (iii) the preparation, printing,
authentication, issuance and delivery of certificates for the Securities, including any stamp or
transfer taxes in connection with the original issuance and sale
12
of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, any
agreement among the Underwriters, any blue sky memorandum, closing documents (and any compilations
thereof) and all other agreements or documents printed (or reproduced) and delivered in connection
with the offering, purchase, sale and delivery of the Securities; (v) any registration or
qualification of the Securities for offer and sale under the securities or blue sky laws of the
several states (including filing fees and the fees and expenses of counsel for the Underwriters
relating to such registration and qualification); (vi) any filings required to be made with the
Financial Industry Regulatory Authority, Inc. (including filing fees and the fees and expenses of
counsel for the Underwriters relating to such filings); (vii) the transportation and other expenses
incurred by or on behalf of Company representatives in connection with presentations to prospective
purchasers of the Securities, including road show expenses; (viii) the fees and expenses of the
Company’s accountants and the fees and expenses of counsel (including local and special counsel)
for the Company; (ix) any fees charged by securities rating services for rating the Securities; (x)
the fees and expenses of the Trustee and any agent of the Trustee and the fees and disbursements of
counsel for the Trustee in connection with the Indenture and the Securities; and (xi) all other
costs and expenses incident to the performance by the Company of its obligations hereunder. It is
understood, however, that, except as provided in this Section, and Sections 7 and 8 hereof, the
Underwriters will pay all of their own costs and expenses, including the fees of their counsel,
transfer taxes on resale of any of the Securities by them, and any advertising expenses connected
with any offers they may make.
6. Conditions to the Obligations of the Underwriters. The obligations of the
Underwriters to purchase the Securities shall be subject to the accuracy of the representations and
warranties on the part of the Company contained herein as of the Execution Time and the Closing
Date, to the accuracy of the statements of the Company made in any certificates pursuant to the
provisions hereof, to the performance by the Company of its obligations hereunder and to the
following additional conditions:
(a) The Final Prospectus, and any supplement thereto, have been filed in the manner and
within the time period required by Rule 424(b); the final term sheet contemplated by Section
5(b) hereto, and any other material required to be filed by the Company pursuant to Rule
433(d) under the Act, shall have been filed with the Commission within the applicable time
periods prescribed for such filings by Rule 433; and no stop order suspending the
effectiveness of the Registration Statement or any notice objecting to its use shall have
been issued and no proceedings for that purpose shall have been instituted or threatened.
(b) The Company shall have requested and caused ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., counsel for the
Company, to have furnished to the Representatives their opinion, dated the Closing Date and
addressed to the Underwriters, to the effect that:
(i) The Registration Statement has become effective under the Act; to the
knowledge of such counsel, no stop order suspending the effectiveness of the
Registration Statement or any notice objecting to its use has been issued, no
proceedings for that purpose have been instituted or threatened, and the
Registration Statement and the Final Prospectus (other than the financial statements
and other financial and statistical information contained therein, as to
13
which such counsel need express no opinion) comply as to form in all material
respects with the applicable requirements of the Act and the rules and regulations
thereunder;
(ii) The Company is a corporation duly incorporated and validly existing in
good standing under the laws of the State of Delaware, with corporate power and
authority to own its properties and conduct its business as described in the
Disclosure Package and the Final Prospectus; and the Company has been duly qualified
as a foreign corporation for the transaction of business and is in good standing
under the laws of the State of Texas (such counsel being entitled to rely in respect
of the opinion in this clause upon certificates of officers of the Company and
public officials, provided that such counsel shall state that they believe that both
the Underwriters and they are justified in relying upon such certificates);
(iii) The Company has authorized capital stock as set forth in the Disclosure
Package and the Final Prospectus under the caption “Capitalization”;
(iv) The Indenture has been duly authorized, executed and delivered, has been
duly qualified under the Trust Indenture Act, and, assuming the due authorization,
execution and delivery by the Trustee, constitutes a legal, valid and binding
instrument enforceable against the Company in accordance with its terms, subject, as
to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium, and other laws of general applicability relating to or affecting
creditors’ rights and to general equity principles;
(v) The Securities have been duly authorized, executed, authenticated, issued
and delivered and constitute valid and legally binding obligations of the Company
enforceable against the Company in accordance with their terms, subject, as to
enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and other laws of general applicability relating to or affecting
creditors’ rights and to general equity principles;
(vi) The Securities and the Indenture, when executed and delivered by the
Company, will conform to the descriptions thereof in the Disclosure Package and the
Final Prospectus in all material respects;
(vii) The Securities have been duly authorized and, when executed and
authenticated in accordance with the provisions of the Indenture and delivered to
and paid for by the Underwriters pursuant to this Agreement, will constitute legal,
valid and binding obligations of the Company entitled to the benefits of the
Indenture;
(viii) To such counsel’s knowledge and other than as disclosed in the
Registration Statement, the Disclosure Package and the Final Prospectus, (a) there
are no legal or governmental proceedings pending by or before any court or
governmental agency, authority or body to which the Company or any Material
14
Subsidiary is a party or of which any property of the Company or any of the
Material Subsidiaries is subject that is required to be described in each of the
Registration Statement or the Preliminary Prospectus and the Final Prospectus that
is not so described and (b) there are no legal or governmental proceedings pending
or threatened by governmental authorities or others against the Company or any of
its subsidiaries or with respect to which the Company would have indemnification
obligations under the Master Separation Agreement under any United States antitrust
laws, or under the FCPA or analogous applicable foreign statutes and regulations, in
either case of the nature described under the caption “Risk Factors—Foreign Corrupt
Practices Act Investigations” of the Company’s annual report on Form 10-K for the
fiscal year ended December 31, 2007 and the Company’s quarterly reports on Form 10-Q
for the quarters ended March 31, 2008 and June 30, 2008 and as described in the
Company’s current report on Form 8-K filed on September 8, 2008, which, if
determined adversely, would individually or in the aggregate have an Material
Adverse Effect;
(ix) This Agreement has been duly authorized, executed and delivered by the
Company;
(x) Although the discussion set forth in the Preliminary Prospectus and the
Final Prospectus under the caption “Material United States Federal Income Tax
Consequences,” does not purport to discuss all possible United States federal income
tax consequences of the purchase, ownership and disposition of the Securities, in
such counsel’s opinion, such discussion constitutes in all material respects, a fair
and accurate summary of the United States federal income tax consequences of the
purchase, ownership and disposition of the Securities by the holders addressed
therein based upon current law and subject to the qualifications set forth therein;
(xi) The Company is not and, after giving effect to the offering and sale of
the Securities and the application of the proceeds thereof as described in the
Disclosure Package and the Final Prospectus, will not be an “investment company” as
defined in the Investment Company Act of 1940, as amended; and
(xii) No consent, approval, authorization, or order of, or registration or
qualification or filing with, any governmental agency or body or any court is
required for the execution and delivery by the Company of this Agreement, the issue
and sale of the Securities or the consummation by the Company of the transactions
contemplated by this Agreement, except (i) such as have been obtained under the Act
and the Trust Indenture Act and (ii) such as may be required under state or foreign
takeover statutes and securities or “blue sky” laws in connection with the purchase
and distribution of the Securities by the Underwriters in the manner contemplated
herein and in the Disclosure Package and the Final Prospectus.
Such counsel shall also include, in a separate paragraph of its opinion, statements to
the following effect: such counsel has participated in conferences with officers and
15
other representatives of the Company, and representatives of KPMG LLP, at which the contents
of the Disclosure Package, the Registration Statement and the Final Prospectus and related
matters were discussed, and, although such counsel did not independently verify such
information, and is not passing upon and does not assume any responsibility for the
accuracy, completeness or fairness of the statements contained in the Disclosure Package,
the Registration Statement and the Final Prospectus (except to the extent stated in clauses
(iii), (vi) and (x) above), on the basis of the foregoing, no facts have come to such
counsel’s attention that lead them to believe that (i) on the Effective Date, the
Registration Statement contained any untrue statement of a material fact or omitted to state
any material fact required to be stated therein or necessary to make the statements therein
not misleading; (ii) the Final Prospectus, as of its date and on the Closing Date, included
or includes any untrue statement of a material fact or omitted or omits to state a material
fact necessary to make the statements therein, in the light of the circumstances under which
they were made, not misleading (in each case, other than the financial statements, the notes
thereto and the auditor’s report thereon and other financial information contained therein
or omitted therefrom, as to which such counsel need express no opinion); or (iii) the
Disclosure Package, as amended or supplemented at the Execution Time, contained any untrue
statement of a material fact or omitted to state any material fact necessary in order to
make the statements therein, in the light of the circumstances under which they were made,
not misleading (other than the financial statements, the notes thereto and the auditor’s
report thereon and other financial information contained therein or omitted therefrom, as to
which such counsel need express no opinion).
In rendering such opinion, such counsel may rely (A) as to matters involving the
application of laws of any jurisdiction other than the State of Delaware or the Federal laws
of the United States, to the extent they deem proper and specified in such opinion, upon the
opinion of other counsel of good standing whom they believe to be reliable and who are
satisfactory to counsel for the Underwriters and (B) as to matters of fact, to the extent
they deem proper, on certificates of responsible officers of the Company and public
officials. References to the Final Prospectus in this paragraph (b) shall also include any
supplements thereto at the Closing Date.
(c) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Assistant Secretary and Assistant General Counsel of the
Company, shall have furnished to the Representatives a written opinion, dated the Closing
Date and addressed to the Underwriters, to the effect that:
(i) Each Material Subsidiary has been duly formed and is validly existing and
in good standing under the laws of the jurisdiction of its formation, and each of
the Company and each Material Subsidiary has been duly qualified to do business and
is in good standing under the laws of each jurisdiction in which it owns or leases
properties, or conducts any business, so as to require such qualification, other
than where the failure to be so qualified and in good standing could not have a
Material Adverse Effect; and all of the issued ownership interests of each Material
Subsidiary have been duly and validly authorized and issued in accordance with the
organizational documents of such Material Subsidiary, are fully paid and
non-assessable, if applicable, and (except for
16
directors’ qualifying shares, if applicable) the ownership interests of each
Material Subsidiary owned by the Company directly or indirectly are owned, free and
clear of all liens, encumbrances, equities or claims, except as set forth in the
Disclosure Package and the Final Prospectus (such counsel being entitled to rely in
respect of the opinion in this clause upon opinions of local counsel and in respect
of matters of fact upon certificates of officers of the Company and public
officials, provided that such counsel shall state that they believe that both you
and they are justified in relying upon such opinions and certificates);
(ii) The issue and sale of the Securities and the compliance by the Company
with all of the provisions of the Securities, the Indenture and this Agreement and
the consummation of the transactions herein and therein contemplated (a) will not
conflict with or result in a breach or violation of any of the terms or provisions
of, or constitute a default under, any indenture, contract, lease, mortgage, deed of
trust, note agreement, loan agreement or other agreement, obligation, condition,
covenant or instrument to which the Company or any such subsidiary is a party or by
which the Company or any such subsidiary is bound or to which any of the properties
of the Company or any such subsidiary is subject, which conflict, breach violation
or default would individually, or in the aggregate, have a Material Adverse Effect,
(b) will not result in any violation of the provisions of the Restated Certificate
of Incorporation or By-laws of the Company, each as amended to date, and (c) will
not result in any violation of any statute, any rule, regulation or order of any
court, regulatory body, administrative agency, governmental body, arbitrator or
other authority having jurisdiction over the Company or any of its subsidiaries or
any of its or their properties, which violation of any such statute, order or
regulation would individually, or in the aggregate, have a Material Adverse Effect;
(iii) Neither the Company nor any of its Material Subsidiaries is in violation
of its organizational or governing documents or, except as set forth or incorporated
by reference in the Disclosure Package and the Final Prospectus, is in default in
the performance or observance of any material obligation, covenant or condition
contained in any indenture, mortgage, deed of trust, loan agreement, lease or other
agreement or instrument to which it is a party or by which it or any of its
properties may be bound;
(iv) Except as disclosed in the Disclosure Package and the Final Prospectus, to
such counsel’s knowledge, no legal or governmental proceedings are pending,
threatened or contemplated by governmental authorities or pending or threatened by
others against the Company or any of its subsidiaries which, if determined adversely
to the Company or any of its subsidiaries, would individually or in the aggregate
have a Material Adverse Effect; provided, however, such counsel expresses no opinion
with respect to any pending, threatened or contemplated proceedings under the FCPA
or analogous applicable foreign statutes and regulations, in either case of the
nature described under the caption “Risk Factors—Foreign Corrupt Practices Act
Investigations” of the Company’s annual report on Form 10-K for the fiscal year
ended December 31,
17
2007 and the Company’s quarterly reports on Form 10-Q for the quarters ended
March 31, 2008 and June 30, 2008 and as described in the Company’s current report on
Form 8-K filed on September 8, 2008; and
(v) The documents incorporated by reference in the Registration Statement, the
Disclosure Package and the Final Prospectus or any further amendment or supplement
thereto made by the Company prior to the Execution Time (other than the financial
statements and related schedules therein, as to which such counsel need express no
opinion), when they became effective or were filed with the Commission, as the case
may be, appear on their face to have complied as to form in all material respects
with the requirements of the Act or the Exchange Act, as applicable and the rules
and regulations of the Commission thereunder, to the extent applicable; and they
have no reason to believe that any of such documents, when such documents became
effective or were so filed, as the case may be, contained an untrue statement of a
material fact or omitted to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made
when such documents were so filed, not misleading.
Such counsel may state that the opinions expressed are limited in all respects to the
federal laws of the United States, the laws of the State of Texas and the General
Corporation Law of the State of Delaware, all as in effect on the date thereof. Further,
such counsel may state that such counsel expresses no opinion with respect to the Act, the
Exchange Act, or as to any consent, approval, authorization, statute, order, rule or
regulation of any governmental agency or regulatory body as may be required under any state
securities or “blue-sky” laws.
(d) The Representatives shall have received from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP,
counsel for the Underwriters, such opinion or opinions, dated the Closing Date and addressed
to the Underwriters, with respect to the issuance and sale of the Securities, the Indenture,
the Registration Statement, the Disclosure Package, the Final Prospectus (together with any
supplement thereto) and other related matters as the Representatives may reasonably require,
and the Company shall have furnished to such counsel such documents as they request for the
purpose of enabling them to pass upon such matters.
(e) The Company shall have furnished to the Representatives a certificate of the
Company, signed by the President or any Vice President and the principal financial or
accounting officer of the Company, dated the Closing Date, to the effect that the signers of
such certificate have carefully examined the Registration Statement, the Disclosure Package,
the Final Prospectus and any supplements or amendments thereto, as well as each electronic
road show used in connection with the offering of the Securities, and this Agreement and
that:
(i) the representations and warranties of the Company in this Agreement are
true and correct on and as of the Closing Date with the same effect as if made on
the Closing Date and the Company has complied with all the
18
agreements and satisfied all the conditions on its part to be performed or
satisfied at or prior to the Closing Date;
(ii) no stop order suspending the effectiveness of the Registration Statement
or any notice objecting to its use has been issued and no proceedings for that
purpose have been instituted or, to the Company’s knowledge, threatened; and
(iii) since the date of the most recent financial statements included in the
Disclosure Package and the Final Prospectus (exclusive of any supplement thereto),
there has been no material adverse effect on the condition (financial or otherwise),
prospects, earnings, business or properties of the Company and its subsidiaries,
taken as a whole, whether or not arising from transactions in the ordinary course of
business, except as set forth in or contemplated in the Disclosure Package and the
Final Prospectus (exclusive of any supplement thereto).
(f) The Company shall have requested and caused KPMG LLP to have furnished to the
Representatives, at the Execution Time and at the Closing Date, letters addressed to the
Underwriters, in form and substance satisfactory to the Representatives, to the effect set
forth in Annex B hereto.
(g) Subsequent to the Execution Time or, if earlier, the dates as of which information
is given in the Registration Statement (exclusive of any amendment thereof) and the Final
Prospectus (exclusive of any amendment or supplement thereto), there shall not have been
(i) any change or decrease specified in the letter or letters referred to in paragraph (f)
of this Section 6 or (ii) any change, or any development involving a prospective change, in
or affecting the condition (financial or otherwise), earnings, business or properties of the
Company and its subsidiaries taken as a whole, whether or not arising from transactions in
the ordinary course of business, except as set forth in or contemplated in the Disclosure
Package and the Final Prospectus (exclusive of any amendment or supplement thereto) the
effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole
judgment of the Representatives, so material and adverse as to make it impractical or
inadvisable to proceed with the offering or delivery of the Securities as contemplated by
the Registration Statement (exclusive of any amendment thereof), the Disclosure Package and
the Final Prospectus (exclusive of any amendment or supplement thereto).
(h) Subsequent to the Execution Time, there shall not have been any decrease in the
rating of any of the Company’s debt securities by any “nationally recognized statistical
rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice
given of any intended or potential decrease in any such rating or of a possible change in
any such rating that does not indicate the direction of the possible change.
(i) Prior to the Closing Date, the Company shall have furnished to the Representatives
such further information, certificates and documents as the Representatives may reasonably
request.
19
If any of the conditions specified in this Section 6 shall not have been fulfilled when and as
provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere
in this Agreement shall not be reasonably satisfactory in form and substance to the Representatives
and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder
may be canceled at, or at any time prior to, the Closing Date by the Representatives. Notice of
such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed
in writing.
The documents required to be delivered by this Section 6 shall be delivered at the office of
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Underwriters, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on the Closing Date.
7. Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided
for herein is not consummated because any condition to the obligations of the Underwriters set
forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 10
hereof or because of any refusal, inability or failure on the part of the Company to perform any
agreement herein or comply with any provision hereof other than by reason of a default by any of
the Underwriters, the Company will reimburse the Underwriters severally through Citigroup Global
Markets Inc. on demand for all expenses (including fees and disbursements of counsel) that shall
have been reasonably incurred by them in connection with the proposed purchase and sale of the
Securities.
8. Indemnification and Contribution. (a) The Company agrees to indemnify and hold
harmless each Underwriter, the directors, officers, employees and agents of each Underwriter and
each person who controls any Underwriter within the meaning of either the Act or the Exchange Act
against any and all losses, claims, damages or liabilities, joint or several, to which they or any
of them may become subject under the Act, the Exchange Act or other Federal or state statutory law
or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in the registration statement for the registration of
the Securities as originally filed or in any amendment thereof, or in the Base Prospectus, any
Preliminary Prospectus or any other preliminary prospectus supplement relating to the Securities,
the Final Prospectus, any Issuer Free Writing Prospectus or the information contained in the final
term sheet required to be prepared and filed pursuant to Section 5(b) hereto, or in any amendment
thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to make the statements
therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any
legal or other expenses reasonably incurred by them in connection with investigating or defending
any such loss, claim, damage, liability or action; provided, however, that the
Company will not be liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon any such untrue statement or alleged untrue statement or
omission or alleged omission made therein in reliance upon and in conformity with written
information furnished to the Company by or on behalf of any Underwriter through the Representatives
specifically for inclusion therein. This indemnity agreement will be in addition to any liability
which the Company may otherwise have.
20
(b) Each Underwriter severally and not jointly agrees to indemnify and hold harmless the
Company, each of its directors, each of its officers who signs the Registration Statement, and each
person who controls the Company within the meaning of either the Act or the Exchange Act, to the
same extent as the foregoing indemnity from the Company to each Underwriter, but only with
reference to written information relating to such Underwriter furnished to the Company by or on
behalf of such Underwriter through the Representatives specifically for inclusion in the documents
referred to in the foregoing indemnity. This indemnity agreement will be in addition to any
liability which any Underwriter may otherwise have. The Company acknowledges that the statements
set forth (i) in the last paragraph of the cover page regarding delivery of the Securities,
(ii) the list of Underwriters and their respective participation in the sale of the Securities and
(iii) the seventh and eighth paragraphs under the caption “Underwriting” related to stabilization
and syndicate covering transactions in any Preliminary Prospectus and the Final Prospectus
constitute the only information furnished in writing by or on behalf of the several Underwriters
for inclusion in any Preliminary Prospectus, the Final Prospectus or any Issuer Free Writing
Prospectus.
(c) Promptly after receipt by an indemnified party under this Section 8 of notice of the
commencement of any action, such indemnified party will, if a claim in respect thereof is to be
made against the indemnifying party under this Section 8, notify the indemnifying party in writing
of the commencement thereof; but the failure so to notify the indemnifying party (i) will not
relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not
otherwise learn of such action and such failure results in the forfeiture by the indemnifying party
of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party
from any obligations to any indemnified party other than the indemnification obligation provided in
paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the
indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party
in any action for which indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel retained by the
indemnified party or parties except as set forth below); provided, however, that
such counsel shall be satisfactory to the indemnified party. Notwithstanding the indemnifying
party’s election to appoint counsel to represent the indemnified party in an action, the
indemnified party shall have the right to employ separate counsel (including local counsel), and
the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel
if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would
present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or
targets of, any such action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties which are different from or additional to those available to the
indemnifying party, (iii) the indemnifying party shall not have employed counsel satisfactory to
the indemnified party to represent the indemnified party within a reasonable time after notice of
the institution of such action or (iv) the indemnifying party shall authorize the indemnified party
to employ separate counsel at the expense of the indemnifying party. An indemnifying party will
not, without the prior written consent of the indemnified parties, settle or compromise or consent
to the entry of any judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought hereunder (whether or
not the indemnified parties are actual or potential parties to such claim or action) unless such
settlement,
21
compromise or consent (i) includes an unconditional release of each indemnified party from all
liability arising out of such claim, action, suit or proceeding and (ii) does not include a
statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of an
indemnified party.
(d) In the event that the indemnity provided in paragraph (a), (b) or (c) of this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party for any reason, the Company
and the Underwriters severally agree to contribute to the aggregate losses, claims, damages and
liabilities (including legal or other expenses reasonably incurred in connection with investigating
or defending the same) (collectively “Losses”) to which the Company and one or more of the
Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits
received by the Company on the one hand and by the Underwriters on the other from the offering of
the Securities; provided, however, that in no case shall any Underwriter (except as
may be provided in any agreement among underwriters relating to the offering of the Securities) be
responsible for any amount in excess of the underwriting discount or commission applicable to the
Securities purchased by such Underwriter hereunder and provided further that the
Underwriters’ obligations in this subsection (d) to contribute are several in proportion to their
respective underwriting obligations and not joint. If the allocation provided by the immediately
preceding sentence is unavailable for any reason, the Company and the Underwriters severally shall
contribute in such proportion as is appropriate to reflect not only such relative benefits but also
the relative fault of the Company on the one hand and of the Underwriters on the other in
connection with the statements or omissions which resulted in such Losses as well as any other
relevant equitable considerations. Benefits received by the Company shall be deemed to be equal to
the total net proceeds from the offering (before deducting expenses) received by it, and benefits
received by the Underwriters shall be deemed to be equal to the total underwriting discounts and
commissions, in each case as set forth on the cover page of the Final Prospectus. Relative fault
shall be determined by reference to, among other things, whether any untrue or any alleged untrue
statement of a material fact or the omission or alleged omission to state a material fact relates
to information provided by the Company on the one hand or the Underwriters on the other, the intent
of the parties and their relative knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission. The Company and the Underwriters agree that it would
not be just and equitable if contribution were determined by pro rata allocation or any other
method of allocation which does not take account of the equitable considerations referred to above.
The amount paid or payable by any indemnified party as a result of the Losses referred to in this
paragraph (d) shall be deemed to include any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage, liability or action.
Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes
of this Section 8, each person who controls an Underwriter within the meaning of either the Act or
the Exchange Act and each director, officer, employee and agent of an Underwriter shall have the
same rights to contribution as such Underwriter, and each person who controls the Company within
the meaning of either the Act or the Exchange Act, each officer of the Company who shall have
signed the Registration Statement and each director of the Company shall have the same rights to
contribution as the Company, subject in each case to the applicable terms and conditions of this
paragraph (d).
22
9. Default by an Underwriter. If any one or more Underwriters shall fail to purchase
and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters
hereunder and such failure to purchase shall constitute a default in the performance of its or
their obligations under this Agreement, the remaining Underwriters shall be obligated severally to
take up and pay for (in the respective proportions which the principal amount of Securities set
forth opposite their names in Schedule II hereto bears to the aggregate principal amount of
Securities set forth opposite the names of all the remaining Underwriters) the Securities which the
defaulting Underwriter or Underwriters agreed but failed to purchase; provided,
however, that in the event that the aggregate principal amount of Securities which the
defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the
aggregate principal amount of Securities set forth in Schedule II hereto, the remaining
Underwriters shall have the right to purchase all, but shall not be under any obligation to
purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the
Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the
Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing
Date shall be postponed for such period, not exceeding five Business Days, as the Representatives
shall determine in order that the required changes in the Registration Statement and the Final
Prospectus or in any other documents or arrangements may be effected. Nothing contained in this
Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any
nondefaulting Underwriter for damages occasioned by its default hereunder.
10. Termination. This Agreement shall be subject to termination in the absolute
discretion of the Representatives, by notice given to the Company prior to delivery of and payment
for the Securities, if at any time prior to such delivery and payment (i) trading in the Company’s
securities shall have been suspended by the Commission or the New York Stock Exchange or trading in
securities generally on the New York Stock Exchange shall have been suspended or limited or minimum
prices shall have been established on such exchange, (ii) a banking moratorium shall have been
declared either by Federal or New York State authorities or (iii) there shall have occurred any
outbreak or escalation of hostilities, declaration by the United States of a national emergency or
war, or other calamity or crisis the effect of which on financial markets is such as to make it, in
the sole judgment of the Representatives, impractical or inadvisable to proceed with the offering
or delivery of the Securities as contemplated by any Preliminary Prospectus or the Final Prospectus
(exclusive of any amendment or supplement thereto).
11. Representations and Indemnities to Survive. The respective agreements,
representations, warranties, indemnities and other statements of the Company or its officers and of
the Underwriters set forth in or made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or
any of the officers, directors, employees, agents or controlling persons referred to in Section 8
hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7
and 8 hereof shall survive the termination or cancellation of this Agreement.
12. Notices. All communications hereunder will be in writing and effective only on
receipt, and, if sent to the Representatives, will be mailed, delivered or telefaxed to the
Citigroup Global Markets Inc. General Counsel (fax no.: (▇▇▇) ▇▇▇-▇▇▇▇) and confirmed to the
General Counsel, Citigroup Global Markets Inc., at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
23
New York, 10013, Attention: General Counsel; or, if sent to the Company, will be mailed,
delivered or telefaxed to General Counsel (fax no: (▇▇▇) ▇▇▇-▇▇▇▇) and confirmed to it at
Halliburton Company, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, attention of the General
Counsel.
13. Successors. This Agreement will inure to the benefit of and be binding upon the
parties hereto and their respective successors and the officers, directors, employees, agents and
controlling persons referred to in Section 8 hereof, and no other person will have any right or
obligation hereunder.
14. No fiduciary duty. The Company hereby acknowledges that (a) the purchase and sale
of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the
Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, on
the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the
Company and (c) the Company’s engagement of the Underwriters in connection with the offering and
the process leading up to the offering is as independent contractors and not in any other capacity.
Furthermore, the Company agrees that it is solely responsible for making its own judgments in
connection with the offering (irrespective of whether any of the Underwriters has advised or is
currently advising the Company on related or other matters). The Company agrees that it will not
claim that the Underwriters have rendered advisory services of any nature or respect, or owe an
agency, fiduciary or similar duty to the Company, in connection with such transaction or the
process leading thereto.
15. Integration. This Agreement supersedes all prior agreements and understandings
(whether written or oral) between the Company and the Underwriters, or any of them, with respect to
the subject matter hereof.
16. Applicable Law. This Agreement will be governed by and construed in accordance
with the laws of the State of New York applicable to contracts made and to be performed within the
State of New York.
17. Waiver of Jury Trial. The Company hereby irrevocably waives, to the fullest
extent permitted by applicable law, any and all right to trial by jury in any legal proceeding
arising out of or relating to this Agreement or the transactions contemplated hereby.
18. Counterparts. This Agreement may be signed in one or more counterparts, each of
which shall constitute an original and all of which together shall constitute one and the same
agreement.
19. Headings. The section headings used herein are for convenience only and shall not
affect the construction hereof.
20. Definitions. The terms that follow, when used in this Agreement, shall have the
meanings indicated.
“Act” shall mean the Securities Act of 1933, as amended and the rules and regulations
of the Commission promulgated thereunder.
24
“Base Prospectus” shall mean the base prospectus referred to in paragraph 1(a) above
contained in the Registration Statement at the Execution Time.
“Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or
a day on which banking institutions or trust companies are authorized or obligated by law to
close in New York City.
“Commission” shall mean the Securities and Exchange Commission.
“Disclosure Package” shall mean (i) the Base Prospectus, (ii) the Preliminary
Prospectus used most recently prior to the Execution Time, (iii) the Issuer Free Writing
Prospectuses, if any, identified in Schedule III hereto, (iv) the final term sheet prepared
and filed pursuant to Section 5(b) hereto, if any, and (v) any other Free Writing Prospectus
that the parties hereto shall hereafter expressly agree in writing to treat as part of the
Disclosure Package.
“Effective Date” shall mean each date and time that the Registration Statement and any
post-effective amendment or amendments thereto became or becomes effective.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the
rules and regulations of the Commission promulgated thereunder.
“Execution Time” shall mean the date and time that this Agreement is executed and
delivered by the parties hereto.
“Final Prospectus” shall mean the prospectus supplement relating to the Securities that
was first filed pursuant to Rule 424(b) after the Execution Time, together with the Base
Prospectus.
“Free Writing Prospectus” shall mean a free writing prospectus, as defined in Rule 405.
“Issuer Free Writing Prospectus” shall mean an issuer free writing prospectus, as
defined in Rule 433.
“Preliminary Prospectus” shall mean any preliminary prospectus supplement to the Base
Prospectus referred to in paragraph 1(a) above which is used prior to the filing of the
Final Prospectus, together with the Base Prospectus.
“Registration Statement” shall mean the registration statement referred to in
paragraph 1(a) above, including exhibits and financial statements and any prospectus
supplement relating to the Securities that is filed with the Commission pursuant to Rule
424(b) and deemed part of such registration statement pursuant to Rule 430B, as amended on
each Effective Date and, in the event any post-effective amendment thereto becomes effective
prior to the Closing Date, shall also mean such registration statement as so amended.
25
“Rule 158”, “Rule 163”, “Rule 164”, “Rule 172”, “Rule 405”, “Rule 415”, “Rule 424”,
“Rule 430B” and “Rule 433” refer to such rules under the Act.
“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended and the
rules and regulations of the Commission promulgated thereunder.
“Well-Known Seasoned Issuer” shall mean a well-known seasoned issuer, as defined in
Rule 405.
If the foregoing is in accordance with your understanding of our agreement, please sign and
return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall
represent a binding agreement among the Company and the several Underwriters.
[Signature Pages Follow]
26
| Very truly yours, Halliburton Company |
||||
| By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ | |||
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇ | |||
| Title: | Senior Vice President and Treasurer | |||
The foregoing Agreement is
hereby confirmed and accepted
as of the date specified in
Schedule I hereto.
hereby confirmed and accepted
as of the date specified in
Schedule I hereto.
| Citigroup Global Markets Inc. | ||||
By:
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||
Title: Vice President |
||||
| HSBC Securities (USA) Inc. | ||||
By:
|
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ | |||
Title: Senior Vice President |
||||
| Greenwich Capital Markets, Inc. | ||||
By:
|
/s/ Okwudiri Onvedum | |||
Title: Senior Vice President |
||||
For themselves and the other
several Underwriters, if any,
named in Schedule II to the
foregoing Agreement.
several Underwriters, if any,
named in Schedule II to the
foregoing Agreement.
SCHEDULE I
Underwriting Agreement dated September 9, 2008
Registration Statement No. 333-149368
Representatives: Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and Greenwich Capital
Markets, Inc.
Title, Purchase Price and Description of Securities:
Title: 5.90% Senior Notes due 2018
Principal amount: $400,000,000.00
Purchase price (include accrued
interest or amortization, if
any): 99.334%
interest or amortization, if
any): 99.334%
Title: 6.70% Senior Notes due 2038
Principal amount: $800,000,000.00
Purchase price (include accrued
interest or amortization, if
any): 99.124%
interest or amortization, if
any): 99.124%
Sinking fund provisions: None
Redemption provisions for 5.90% Senior Notes due 2018: optional redemption by the Company at
any time, in whole or on part, in principal amounts of $2,000 or any integral multiple of
$1,000 in excess thereof for an amount equal to the greater of (1) 100% of the principal
amount of the notes and (2) as determined by an independent investment banker, the sum of
the present values of the remaining scheduled payments on the notes being redeemed,
discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting
of twelve 30-day months) at the applicable treasury rate plus 35 basis points.
Redemption provisions for 6.70% Senior Notes due 2038: optional redemption by the Company at
any time, in whole or on part, in principal amounts of $2,000 or any integral multiple of
$1,000 in excess thereof for an amount equal to the greater of (1) 100% of the principal
amount of the notes and (2) as determined by an independent investment banker, the sum of
the present values of the remaining scheduled payments on the notes being redeemed,
discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting
of twelve 30-day months) at the applicable treasury rate plus 37.5 basis points.
Closing Date, Time and Location: September 12, 2008 at 10:00 a.m. at
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Type of Offering: Non-delayed
Date referred to in Section 5(i) after which the Company may offer or sell debt securities issued
or guaranteed by the Company without the consent of the Representatives: September 12, 2008
2
SCHEDULE II
| Principal Amount | Principal Amount | |||||||
| of 5.90% Senior | of 6.70% Senior | |||||||
| Notes due 2018 to be | Notes due 2038 to be | |||||||
| Underwriters | Purchased | Purchased | ||||||
Citigroup Global Markets Inc. |
$ | 100,000,000.00 | $ | 200,000,000.00 | ||||
HSBC Securities (USA) Inc. |
100,000,000.00 | 200,000,000.00 | ||||||
Greenwich Capital Markets, Inc. |
100,000,000.00 | 200,000,000.00 | ||||||
Mitsubishi UFJ Securities International plc |
10,625,000.00 | 21,250,000.00 | ||||||
Credit Suisse Securities (USA) LLC |
10,625,000.00 | 21,250,000.00 | ||||||
▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. |
10,625,000.00 | 21,250,000.00 | ||||||
▇.▇. ▇▇▇▇▇▇ Securities Inc. |
10,625,000.00 | 21,250,000.00 | ||||||
▇▇▇▇▇▇ Brothers Inc. |
10,625,000.00 | 21,250,000.00 | ||||||
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated |
10,625,000.00 | 21,250,000.00 | ||||||
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated |
10,625,000.00 | 21,250,000.00 | ||||||
UBS Securities LLC |
10,625,000.00 | 21,250,000.00 | ||||||
BBVA Securities, Inc. |
5,000,000.00 | 10,000,000.00 | ||||||
Deutsche Bank Securities Inc. |
5,000,000.00 | 10,000,000.00 | ||||||
Scotia Capital (USA) Inc. |
5,000,000.00 | 10,000,000.00 | ||||||
Total |
$ | 400,000,000.00 | $ | 800,000,000.00 | ||||
SCHEDULE III
Schedule of Free Writing Prospectuses included in the Disclosure Package
Pricing Term Sheets
SCHEDULE IV
Filed Pursuant to Rule 433
Registration No. 333-149368
September 9, 2008
Registration No. 333-149368
September 9, 2008
PRICING TERM SHEETS
5.90% Senior Notes due 2018
Issuer:
|
Halliburton Company | |
Security:
|
5.90% Senior Notes due 2018 | |
Size:
|
$400,000,000 | |
Maturity Date:
|
September 15, 2018 | |
Coupon:
|
5.90% | |
Interest Payment Dates:
|
March 15 and September 15, commencing March 15, 2009 | |
Price to Public:
|
99.984% | |
Benchmark Treasury:
|
4.000% due August 15, 2018 | |
Benchmark Treasury Yield:
|
3.602% | |
Spread to Benchmark Treasury:
|
+ 230 bp | |
Yield:
|
5.902% |
| Pro Forma Ratio of Earnings to | Six months ended | Year ended | ||
| Fixed Charges(1)(2) as of: | June 30, 2008 | December 31, 2007 | ||
| 14.7x | 14.7x |
Make-Whole Call:
|
At any time at the greater of par or a discount rate of Treasury plus 35 basis points | |
Expected Settlement Date:
|
September 12, 2008 | |
CUSIP:
|
406216 AV3 | |
Anticipated Ratings:
|
A2 (Stable) by ▇▇▇▇▇’▇ Investors Service, Inc. | |
| A (Stable) by Standard & Poor’s Ratings Services | ||
| A- (Stable) by Fitch Ratings | ||
Joint Book-Running Managers:
|
Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and Greenwich Capital Markets, Inc. | |
Co-Managers:
|
Mitsubishi UFJ Securities International plc, Credit Suisse Securities (USA) LLC, ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co., ▇.▇. ▇▇▇▇▇▇ Securities Inc., ▇▇▇▇▇▇ Brothers Inc., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, UBS Securities LLC, BBVA Securities, Inc., Deutsche Bank Securities Inc. and Scotia Capital (USA) Inc. |
6.70% Senior Notes due 2038
Issuer:
|
Halliburton Company | |
Security:
|
6.70% Senior Notes due 2038 | |
Size:
|
$800,000,000 | |
Maturity Date:
|
September 15, 2038 | |
Coupon:
|
6.70% | |
Interest Payment Dates:
|
March 15 and September 15, commencing March 15, 2009 | |
Price to Public:
|
99.999% | |
Benchmark Treasury:
|
4.375% due February 15, 2038 | |
Benchmark Treasury Yield:
|
4.200% | |
Spread to Benchmark Treasury:
|
+ 250 bp | |
Yield:
|
6.700% |
| Pro Forma Ratio of Earnings to | Six months ended | Year ended | ||
| Fixed Charges(1)(2) as of: | June 30, 2008 | December 31, 2007 | ||
| 14.7x | 14.7x |
Make-Whole Call:
|
At any time at the greater of par or a discount rate of Treasury plus 37.5 basis points | |
Expected Settlement Date:
|
September 12, 2008 | |
CUSIP:
|
406216 AW1 | |
Anticipated Ratings:
|
A2 (Stable) by ▇▇▇▇▇’▇ Investors Service, Inc. | |
| A (Stable) by Standard & Poor’s Ratings Services | ||
| A- (Stable) by Fitch Ratings | ||
Joint Book-Running Managers:
|
Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and Greenwich Capital Markets, Inc. | |
Co-Managers:
|
Mitsubishi UFJ Securities International plc, Credit Suisse Securities (USA) LLC, ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co., ▇.▇. ▇▇▇▇▇▇ Securities Inc., ▇▇▇▇▇▇ Brothers Inc., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, UBS Securities LLC, BBVA Securities, Inc., Deutsche Bank Securities Inc. and Scotia Capital (USA) Inc. |
| (1) | For purposes of computing the ratio of earnings to fixed charges: (1) fixed charges consist of interest on debt, amortization of debt discount and expenses and a portion of rental expense determined to be representative of interest and (2) earnings consist of income from continuing operations before income taxes and minority interest plus fixed charges as described above, adjusted to exclude the excess or deficiency of dividends over income of 50% or less owned entities accounted for by the equity method. |
| (2) | The pro forma ratios of earnings to fixed charges reflect the issuance of the notes offered hereby and the use of proceeds as described in “Use of Proceeds” in the prospectus supplement. | |
| Note: | A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
The issuer has filed a registration statement (including a prospectus) with the SEC for the
offering to which this communication relates. Before you invest, you should read the prospectus in
that registration statement and other documents the issuer has filed with the SEC for more complete
information about the issuer and this offering.
You may get these documents for free by visiting ▇▇▇▇▇ on the SEC Web site at ▇▇▇.▇▇▇.▇▇▇.
Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange
to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at
1-877-858-5407, HSBC Securities (USA) Inc. toll-free at ▇-▇▇▇-▇▇▇-▇▇▇▇ or Greenwich Capital
Markets, Inc. toll-free at ▇-▇▇▇-▇▇▇-▇▇▇▇.
Annex A
List of Material Subsidiaries
List of Material Subsidiaries
Halliburton Energy Services, Inc.
DII Industries, LLC
Halliburton Affiliates, LLC
Halliburton International, Inc.
▇▇▇▇▇▇▇ Energy Services, Inc.
DII Industries, LLC
Halliburton Affiliates, LLC
Halliburton International, Inc.
▇▇▇▇▇▇▇ Energy Services, Inc.
Annex B
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