UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported): May
10, 2007
______________________________
KBR,
INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
1-33146
|
20-4536774
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
601
Jefferson Street
Suite
3400
Houston,
Texas 77002
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (713)
753-3011
______________________________
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General
Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
ITEM
1.01.
|
Entry
into a Material Definitive
Agreement.
|
On
May
10, KBR, Inc. (the “Company”),
entered into a Share Purchase Agreement dated as of May 10, 2007 (the
“Agreement”),
by
and among the Company’s wholly-owned subsidiary, Kellogg Brown & Root
Holdings (U.K.) Limited (“KBR
U.K.”),
Balfour Beatty plc, The Weir Group plc (collectively, the “Sellers”),
Babcock International Group plc (“Babcock”)
and
the Company, pursuant to which the Sellers will sell all of their respective
interests in Devonport Management Limited (“DML”),
including KBR U.K.’s 51% interest in DML, to Babcock for an aggregate purchase
price of ₤350 million in cash. The purchase price will accrue interest at the
rate of 1.5% per annum above LIBOR from July 9, 2007 through the date of
closing
of the Agreement. DML, through its subsidiary Devonport Royal Dockyard, is
the
primary dockyard performing refueling and related maintenance for the U.K.’s
nuclear submarine fleet.
The
Company has agreed to guarantee all of the obligations of KBR U.K. under
the
Agreement. In addition, the Agreement provides that if Babcock does not obtain
approval of the acquisition by its shareholders (and such failure is not
a
result of any act or omission of the Sellers), Babcock will be required to
pay
the Sellers a break-up fee of an aggregate of ₤8 million.
The
Sellers have made customary warranties and covenants in the Agreement. Sellers’
liability for breaches of the warranties is several (not joint and several)
and
is limited to an aggregate cap of ₤100 million, which reduces to £50 million
after two years.
The
closing under the Agreement is conditioned upon: (i) approval by Babcock’s
shareholders and (ii) the consent of the U.K.’s Secretary of State of Defence.
Babcock also has the ability to terminate the Agreement if there is a material
adverse change in the business of DML between the execution and the closing
of
the Agreement.
A
copy of
the press release announcing the Agreement is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
|
ITEM
9.01
|
Financial
Statements and Exhibits.
|
99.1 KBR,
Inc.
press release dated May 10, 2007 entitled, “KBR and Fellow Shareholders Announce
Sale of DML Shipyard Business for ₤350 million.”
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
KBR,
INC. |
| |
|
|
|
Date:
May 10, 2007
|
By:
|
/s/
Andrew
D. Farley |
| |
|
Andrew
D. Farley
|
| |
|
Senior
Vice President and General
Counsel
|