Halliburton To Complete Separation from KBR In Split-off Exchange Offer
Halliburton Companys's board of directors has approved a plan under which Halliburton will dispose of its remaining interest in KBR, Inc. through a split-off exchange offer to Halliburton's stockholders. Under the anticipated terms, Halliburton will offer the 135,627,000 shares of KBR common stock that it owns to Halliburton's stockholders in exchange for shares of Halliburton common stock at an exchange ratio to be determined by a specified formula. If the exchange offer is completed but not fully subscribed, Halliburton will distribute to its stockholders by means of a special dividend, on a pro rata basis, any remaining shares of KBR common stock.
The exchange offer and any subsequent spin-off distribution is expected to be tax-free to Halliburton stockholders for U.S. federal income tax purposes (except with respect to any cash received in lieu of a fractional share).
The exchange offer and any subsequent spin-off will be the final step in the separation of KBR from Halliburton and will result in two independent companies.