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Non-Tech : SpinOffs

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From: 2494435/6/2006 9:37:18 PM
   of 85
 
Halliburton Spinning Off KBR 04.14.06:

KBR, INC. Form S-1 Registration Statement:

media.corporate-ir.net
April 14, 2006

"...We are a leading global engineering, construction and services company supporting the energy, petrochemicals, government services and civil infrastructure sectors. We are the second largest U.S.-based contractor overall and the third largest U.S.-based contractor in both the petroleum market and the refinery and petrochemical plant market, according to an Engineering News-Record (ENR) ranking based on fiscal 2004 construction revenues. ENR also ranks us as the third largest international contractor based on fiscal 2004 construction revenues from projects outside a company’s home country. We are also a leader in many of the growing end-markets that we serve, particularly gas monetization, having designed and constructed, alone or with joint venture partners, more than half of the world’s operating liquefied natural gas (LNG) production capacity over the past 30 years. In addition, we are one of the ten largest government defense contractors worldwide according to a Defense News ranking based on fiscal 2004 revenues and, accordingly, we believe we are the world’s largest government defense services provider. For fiscal year 2005, we were the sixth largest contractor for the US Department of Defense (DoD) based on its prime contract awards.

We offer our wide range of services through two business segments, Energy and Chemicals (E&C) and Government and Infrastructure (G&I).

Energy and Chemicals. Our E&C segment designs and constructs energy and petrochemical projects, including large, technically complex projects in remote locations around the world. Our expertise includes onshore and offshore oil and gas production facilities, pipelines, LNG and gas-to-liquids (GTL) gas monetization facilities, refineries, petrochemical plants and synthesis gas (Syngas). We provide a complete range of engineering, procurement, construction, facility commissioning and start-up (EPC-CS) services, as well as program and project management, consulting and technology services.

Government and Infrastructure. Our G&I segment delivers on-demand support services across the full military mission cycle from contingency logistics and field support to operations and maintenance on military bases. In the civil infrastructure market, we operate in diverse sectors, including transportation, waste and water treatment and facilities maintenance. We provide program and project management, contingency logistics, operations and maintenance, construction management, engineering, and other services to military and civilian branches of governments and private clients worldwide. We are also the majority owner of Devonport Management Limited (DML), which owns and operates Devonport Royal Dockyard, Western Europe’s largest naval dockyard complex. In addition, we develop and invest in privately financed projects that enable our government customers to finance large-scale projects, such as railroads, and major military equipment purchases..."

Spinoff to Shareholders:


"...Halliburton has advised us that it intends to dispose of our common stock that it owns following this offering. Halliburton has publicly disclosed that its intent to separate from KBR arises primarily from the belief that the full value of KBR is not reflected in Halliburton’s stock price and that few synergies exist between the two businesses. Halliburton could elect to dispose of our common stock in a number of different types of transactions, including additional public offerings, open market sales, sales to one or more third parties, spin-off distributions to Halliburton’s stockholders, or split-off offerings to Halliburton’s stockholders that would allow for the opportunity to exchange Halliburton shares for shares of our common stock or a combination of these transactions..."

KBR, INC. ANNOUNCES FILING OF REGISTRATION STATEMENT FOR AN INITIAL PUBLIC OFFERING OF COMMON STOCK
FOR IMMEDIATE RELEASE: April 14, 2006
halliburton.com

HOUSTON, Texas – "KBR, Inc. today announced that it has filed a registration statement with the U.S. Securities and Exchange Commission relating to its initial public offering of its common stock. KBR, Inc. is a wholly owned subsidiary of Halliburton Company (NYSE: HAL).

KBR, Inc. is a global engineering, construction and services company supporting the energy, petrochemicals, government services and civil infrastructure sectors. The company serves its customers with a broad range of products and services through two business segments, Energy and Chemicals, and Government and Infrastructure.

The proceeds from the initial public offering are expected to be used primarily to repay intercompany indebtedness to Halliburton. The sum of the shares issued in the initial public offering and shares reserved for employee compensation plans will be just under 20 percent of KBR's outstanding shares following the offering.

Copies of the preliminary prospectus may be obtained from:

Halliburton
Investor Relations
1401 McKinney St., Ste. 2400
Houston, Texas 77010
Investors@Halliburton.com
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