Halliburton Finalizes Acquisition of Boots & Coots

Halliburton closed the acquisition of Boots & Coots creating the industry's premier intervention services and pressure control product service line. The merger combines Halliburton's coiled tubing and hydraulic workover operations with Boots & Coots' well intervention services, providing operators with a more comprehensive production services portfolio.

Halliburton acquired all of the outstanding stock of Boots & Coots through the stock and cash transaction. Boots & Coots' operating management have been retained to lead Halliburton's Boots & Coots product service line with operating results reported through Halliburton's Completion and Production reporting segment. The acquisition is expected to be accretive in the first full year of operation.

"We are pleased to close this acquisition and initiate the integration process with Boots & Coots' talented group of professionals," said Marc Edwards, Halliburton's senior vice president of Completion and Production. "Through the new Boots & Coots product service line, our customers will have access to the industry's most advanced and wide-ranging suite of well intervention and pressure control services to optimize and improve full life-cycle returns."

"Merging with Halliburton serves as a perfect complement to Boots & Coots' growth strategies and is a natural addition to Halliburton's global service capabilities," said Jerry Winchester, Halliburton's vice president of the Boots & Coots product service line.

Halliburton issued approximately 3.4 million shares of its common stock and paid approximately $142.5 million in cash to Boots & Coots stockholders. Under the terms of the merger agreement, in order to achieve the intended tax consequences of the merger, the allocation of the total merger consideration paid in cash and Halliburton common stock changed. The value of $1.27, which was, subject to the provisions of the merger agreement, intended to be used to compute the exchange ratio for the stock portion of the total merger consideration, was increased to $1.28, and the $1.73 in cash to be paid per share of Boots & Coots common stock, was reduced to $1.72. As a result and taking into account the proration of the merger consideration, each outstanding share of Boots & Coots common stock was converted into the right to receive: (1) approximately $2.02 in cash and 0.0316 of a share of Halliburton common stock, for those Boots & Coots stockholders who made an election to receive all cash, (2) 0.0966 of a share of Halliburton common stock, for those Boots & Coots stockholders who elected to receive all stock and (3) $1.72 in cash and 0.0412 of a share of Halliburton common stock, for those Boots Coots stockholders who elected to receive a combination of cash and stock or who failed to make an election by the election deadline. The Halliburton shares issued to Boots & Coots stockholders represent less than 1.0% of Halliburton's issued and outstanding common stock immediately after the merger.