KBR Makes Its Debut on Market
Halliburton's KBR division made its debut on the New York Stock Exchange this morning, marking the start of a process that is expected to separate the unit from the oil-field-services giant by early next year.
Shares opened strong, trading well above the offering price, with the stock near $21.
KBR said late Wednesday it sold 27.8 million shares, or 17 percent of its stock, at $17 per share. The deal raised $441 million after underwriting fees and other expenses. The engineering and construction company plans to use the proceeds to pay debts.
KBR had earlier predicted its stock would be priced between $15 to $17 per share at the time of the offering. The fact that it sold at the upper end of the range suggests a strong response from investors, said Pierre Conner, an industry analyst with Capital One Southcorp in New Orleans.
"It's a good sign," he said.
Top officers at KBR will be rewarded for bringing the company to this point. Upon completion of the offering, which is expected Nov. 20, seven KBR executives will take home stock options, restricted stock and restricted stock units valued at $5.7 million, with CEO William Utt claiming $2.2 million worth of those for himself, according to documents filed with the Securities and Exchange Commission.
The awards are part of a $33.7 million payout KBR will make to roughly 480 top employees over several years "in order to provide incentive and retention of our employees going forward," the documents said.
Executive compensation experts say the bonuses are smaller than what companies of similar size would give their employees after an IPO.
"It's not extraordinary by any means," said Paul Dorf, managing director at Compensation Resources in Saddle River, N.J.
The $33.7 million payout represents 7 percent of the $441 million KBR raised by going public. A more typical IPO bonus plan would represent between 10 and 20 percent of the amount raised, the compensation experts said.
More bonuses could be planned for later and could be used as an incentive to keep key people, the compensation experts said. KBR also may not wish to offer bonuses so rich they call attention to the company because it is already under the microscope, they said.
"They may not want to stick their neck out too far," Dorf said.
Halliburton officials did not respond to calls and e-mail requests seeking comment.
Halliburton has moved to cut ties with KBR this year after acknowledging the unit has been a drag on earnings.
'Glued to their seats'
In the SEC filings, KBR said its $33.7 million in IPO bonuses will be split the following way: 60 percent in restricted stock or restricted stock units and 40 percent in stock options. But recipients won't be able to access the bonuses for at least one year after the stock offering.
In the case of Utt, a $2.2 million award of restricted shares of common stock will vest over a five-year period, meaning he can't tap the full amount until he's been in the job until 2011.
Companies often use such waiting periods to keep key employees "glued to their seats" while they try to grow or adjust to being on their own after a stock offering, said Brent Longnecker, president of Longnecker & Associates, an executive compensation consulting firm in Houston.
"With somebody as big as KBR," he said, " I guarantee you they've done a good job of figuring out who they need to stay."
British objection
The KBR stock offering had been expected Tuesday. But an eleventh-hour objection to the offering by the British Ministry of Defense, which surfaced Tuesday in an SEC filing by KBR, cast doubt on the stock's launch this week.
The ministry asked KBR to withdraw the offering, saying it wanted to perform a financial review of a stand-alone KBR that would last until the end of November.
KBR owns a majority interest in a company that operates dockyards with a contract to refuel and refit the British nuclear submarine fleet.
Late Wednesday, it was not known whether the two sides had reached a resolution or if KBR had proceeded over the objection, a move that the British government said could spur it to reclaim the dockyards and end a nearly $1 billion contract with KBR.