Baker Hughes, a GE company (NYSE: BHGE) (“BHGE”), announced
today the consideration to be paid in the previously announced cash
tender offers (the “Any and All Tender Offers”) by its subsidiary,
Baker Hughes, a GE company, LLC (“BHGE LLC”) to purchase any and
all of the following outstanding debt securities issued by BHGE LLC
or its subsidiaries:
- 6.000% Senior Notes due 2018 (the
“6.000% 2018 Notes”); and
- 7.500% Senior Notes due 2018 (the
“7.500% 2018 Notes” and, together with the 6.000% 2018 Notes, the
“Securities”)
The Any and All Tender Offers will expire at 5:00 p.m., New York
City time, today, December 8, 2017, unless extended (the “Any and
All Tender Expiration Date”).
The applicable reference yield, repurchase yield and total
consideration for the Securities are detailed in the table
below:
Title of
Security
CUSIP
Number
Principal
Amount
Outstanding
Reference
U.S.
Treasury
Security
Bloomberg
Reference
Page
Fixed
Spread
Repurchase
Yield
Total
Consideration
(per $1,000
principal
amount of
Securities)
6.000%
Senior Notes
due 2018(1)
055482 AJ2 $196,873,000
0.875% UST
due
05/31/2018
FIT3 +40 bps 1.852% $1,019.40
7.500%
Senior Notes
due 2018(2)
057224 AY3 $525,378,000
1.250% UST
due
11/15/2018
FIT4 +50 bps 2.188% $1,048.50
________________
(1) The 6.000% 2018 Notes were issued by BJ Services Company and
subsequently assumed by its successor Western Atlas Inc., a
subsidiary of BHGE LLC. On July 3, 2017, BHGE LLC, Baker Hughes
Co-Obligor, Inc. (the “Co-Obligor”), Baker Hughes Oilfield
Operations, LLC and Baker Hughes International Branches, LLC became
co-obligors of the 6.000% 2018 Notes.
(2) The 7.500% 2018 Notes were issued by Baker Hughes
Incorporated (“BHI”). On July 3, 2017, BHGE LLC, as successor to
BHI, and the Co-Obligor became co-obligors of the 7.500% 2018
Notes.
Upon consummation of the Any and All Tender Offers, BHGE LLC
will pay the applicable total consideration for each $1,000
principal amount of Securities of each series validly tendered and
accepted for payment, plus accrued and unpaid interest from and
including the last interest payment date applicable to the relevant
series of Securities up to, but not including, the settlement date
for such Securities accepted for purchase (“accrued interest”). The
settlement date for the Any and All Tender Offers is expected to be
December 11, 2017, the first business day after the Any and All
Tender Expiration Date. The applicable total consideration was
calculated in the manner described in the Offer to Purchase, dated
December 4, 2017 (the “Offer to Purchase”), by reference to the
applicable fixed spread for such Security specified in the table
above plus the applicable yield to maturity based on the bid-side
price of the applicable U.S. Treasury Security specified in the
table above at 11:00 a.m., New York City time, on December 8,
2017.
To receive such consideration, holders of Securities must
validly tender and not validly withdraw their Securities or timely
comply with the guaranteed delivery procedures set forth in the
Offer to Purchase prior to or at the Any and All Tender Expiration
Date. Securities tendered may be withdrawn at any time prior to or
at 5:00 p.m., New York City time, on December 8, 2017, unless such
date and time is extended by BHGE LLC, but not thereafter, by
following the procedures described in the Offer to Purchase.
Holders of Securities are urged to read the Offer to Purchase
carefully before making any decision with respect to the Any and
All Tender Offers.
The obligation of BHGE LLC to accept for purchase and to pay the
applicable total consideration and the accrued interest on
Securities purchased pursuant to the Any and All Tender Offers is
not subject to any minimum tender condition, but is subject to
satisfaction or waiver of certain other conditions described in the
Offer to Purchase. These conditions include BHGE LLC having closed,
on terms and conditions satisfactory to BHGE LLC, one or more
offerings of senior notes resulting in net proceeds to BHGE LLC in
an amount not less than the amount required, upon the terms and
subject to the conditions of the applicable tender offer, to
purchase (A) all the Securities validly tendered and accepted for
purchase in the Any and All Tender Offers and (B) up to $175
million in aggregate purchase price of the 8.550% Debentures due
2024 and 6.875% Notes due 2029 validly tendered and accepted for
purchase in the previously announced maximum tender offers by BHGE
LLC, and to pay accrued interest thereon and fees and expenses
associated therewith. BHGE LLC also reserves the right, subject to
applicable law, to: (i) waive any and all conditions to the
Any and All Tender Offers; (ii) extend or terminate any of the
Any and All Tender Offers; or (iii) otherwise amend any of the
Any and All Tender Offers in any respect.
BHGE LLC has retained Morgan Stanley & Co. LLC and Barclays
Capital Inc. to serve as dealer managers for the Any and All Tender
Offers. D.F. King & Co., Inc. has been retained to serve as the
information agent and the depositary for the Any and All Tender
Offers.
Questions regarding the Any and All Tender Offers may be
directed to: Morgan Stanley & Co. LLC at (800) 624-1808 (toll
free) or (212) 761-1057 or Barclays Capital Inc. at (800) 438-3242
(toll free) or (212) 528-7581. The Offer to Purchase and, in
connection with the Any and All Notes, the notice of guaranteed
delivery may be accessed at the following link:
http://www.dfking.com/bhge or obtained from D.F. King & Co.,
Inc., free of charge, by calling toll-free at (866) 796-7179
(bankers and brokers can call collect at 212-269-5550) or by e-mail
at bhge@dfking.com.
This news release shall not be construed as an offer to
purchase or sell or a solicitation of an offer to purchase or sell
any of the Securities or any other securities. BHGE LLC,
subject to applicable law, may amend, extend or terminate the Any
and All Tender Offers and may postpone the acceptance for purchase
of, and payment for, the Securities so tendered. The Any and
All Tender Offers are not being made in any jurisdiction in which
the making or acceptance thereof would not be in compliance with
the securities, blue sky or other laws of such jurisdiction.
None of BHGE, BHGE LLC, the dealer managers, the information
agent or the depositary makes any recommendations as to whether
holders of the Securities should tender their Securities pursuant
to the Any and All Tender Offers.
Forward-Looking Statements
This news release may contain forward-looking statements (each a
“forward-looking statement”). The words “anticipate,” “believe,”
“ensure,” “expect,” “if,” “intend,” “estimate,” “project,”
“foresee,” “forecasts,” “predict,” “outlook,” “aim,” “will,”
“could,” “should,” “potential,” “would,” “may,” “probable,”
“likely,” and similar expressions, and the negative thereof, are
intended to identify forward-looking statements. There are many
risks and uncertainties that could cause actual results to differ
materially from our forward-looking statements. These
forward-looking statements are also affected by the risk factors
described in BHGE’s Registration Statement on Form S-4 (File No.
333-216991), filed by BHGE with the Securities and Exchange
Commission (“SEC”) and declared effective on May 30, 2017; BHGE’s
subsequent quarterly reports on Form 10-Q for the quarterly periods
ended June 30, 2017 and September 30, 2017; BHGE LLC’s quarterly
report on Form 10-Q for the quarterly period ended September 30,
2017; and those set forth from time to time in other filings with
the SEC by BHGE and BHGE LLC. The documents are available through
BHGE’s website or through the SEC’s Electronic Data Gathering and
Analysis Retrieval (“EDGAR”) system at: www.sec.gov. We undertake
no obligation to publicly update or revise any forward-looking
statement.
About Baker Hughes, a GE company
Baker Hughes, a GE company (NYSE: BHGE) is a fullstream provider
of integrated oilfield products, services and digital solutions. We
deploy minds and machines to enhance customer productivity, safety
and environmental stewardship, while minimizing costs and risks at
every step of the energy value chain. With operations in over 120
countries, we infuse over a century of experience with the spirit
of a startup - inventing smarter ways to bring energy to the
world.
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version on businesswire.com: http://www.businesswire.com/news/home/20171208005645/en/
Baker Hughes, a GE companyInvestors:Philipp Mueller, +1
281-809-9088investor.relations@bhge.comorMedia:Stephanie Cathcart,
+1 202-549-6462stephanie.cathcart@bhge.comorMelanie Kania, +1
713-439-8303melanie.kania@bhge.com
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