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HALLIBURTON AND BAKER HUGHES REACH AGREEMENT TO COMBINE IN STOCK AND CASH TRANSACTION VALUED AT $34.6 BILLION

Published by Gbaf News

Posted on November 21, 2014

2 min read

· Last updated: June 10, 2020

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Combination Creates Global Oilfield Services Company with Unsurpassed Breadth and Depth of Products and Services

Baker Botts lawyers represent Halliburton in one of the largest energy deals of 2014.

Details of the $34.6 Billion Acquisition

Under the deal, Halliburton will acquire all the outstanding shares of Baker Hughes in a stock and cash transaction. The transaction is valued at $78.62 per Baker Hughes share, representing an equity value of $34.6 billion and enterprise value of $38.0 billion, based on Halliburton’s closing price on November 12, 2014, the day prior to public confirmation by Baker Hughes that it was in talks with Halliburton regarding a transaction. Upon the completion of the transaction, Baker Hughes stockholders will own approximately 36 percent of the combined company.

Strategic Rationale for the Merger

The transaction combines two highly complementary suites of products and services into a comprehensive offering to oil and natural gas customers. On a pro-forma basis the combined company had 2013 revenues of $51.8 billion, more than 136,000 employees and operations in more than 80 countries around the world.

Legal Advisors and Law Firms Involved

Baker Botts along with Wachtell, Lipton, Rosen & Katz acted for Halliburton.

Halliburton Deal Team from Baker Botts

Baker Botts lawyers involved in the deal included: Corporate: Kelly Rose, David Kirkland, Steve Massad, Jim Marshall, Carina Antweil, John Geddes, Travis Wofford, Lakshmi Ramanathan, Jamie Yarbrough, Sarah Dodson and Heather Hewitt, in Houston; Sarah Berens, in New York;  Antitrust/Competition: Sean Boland, Paul Cuomo, Tom Fina, Chris Cooper, Ryan Foley, Matthew Adler, in Washington; Catriona Hatton, Georg Berrisch, David Cardwell, Elena Cortes, Simina Suciu, in Brussels; Finance: Martin Toulouse, John Finelli and Jenny Zhang, in New York; Employee Benefits: Gail Stewart and Chris Pratt, in Houston; Tax: Don Lonczak and Peter Farrell, in Washington; and Richard Husseini, in Houston.

Additional assistance was provided by: David Sterling, Danny David and Herman Russ in Houston; Mark Miller and Jeffrey Munk in Washington; Aileen Hooks in Austin; and Luke Pedersen, in Washington.

Wachtell, Lipton, Rosen & Katz Role

Wachtell, Lipton, Rosen & Katz lawyers included Dan Neff, David Katz, Greg Ostling and Victor Goldfeld.

Key Takeaways

  • Halliburton agreed to acquire Baker Hughes in a stock and cash deal valued at $34.6 billion.
  • Baker Hughes shareholders would receive $19 in cash plus 1.12 Halliburton shares per share, valuing the offer at $78.62 and giving them ~36 % of the combined company.
  • The combined entity would have 2013 pro‑forma revenues of $51.8 billion, over 136,000 employees, and operations in more than 80 countries.
  • The deal promised nearly $2 billion in annual synergies and was expected to be accretive to cash flow by end of first year and earnings by second year.

References

Frequently Asked Questions

What was the structure of the transaction?
Baker Hughes shareholders would receive $19 in cash plus 1.12 Halliburton shares per share, valuing each at $78.62 based on Halliburton’s closing price on November 12, 2014.
What ownership stake would Baker Hughes shareholders have?
Upon completion, Baker Hughes shareholders would own approximately 36 % of the combined company.
How large would the combined company be?
On a pro‑forma basis, the combined company had 2013 revenues of $51.8 billion, more than 136,000 employees, and operations in over 80 countries.
What synergies and benefits were expected?
The merger was expected to generate nearly $2 billion in annual cost synergies, be accretive to cash flow by the end of year one, and to earnings by the end of year two.

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