Baker Hughes, a GE company Announces Expiration and Results of Any and All Tender Offers by Baker Hughes, a GE company, LLC
December 11 2017 - 4:30PM
Business Wire
Baker Hughes, a GE company (NYSE: BHGE) (“BHGE”) announced today
that 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 its or its subsidiaries’
outstanding 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 “Any and All Notes”)
expired at 5:00 p.m., New York City time, on December 8, 2017.
According to information provided by D.F. King & Co., Inc.,
the tender and information agent for the Any and All Tender Offers,
$24,920,000 aggregate principal amount of the 6.000% 2018 Notes and
$79,805,000 aggregate principal amount of the 7.500% 2018 Notes
were validly tendered prior to or at the expiration of the Any and
All Tender Offers and not validly withdrawn. This amount does not
include any amount of the Any and All Notes tendered pursuant to
the guaranteed delivery procedures described in the Offer to
Purchase, dated December 4, 2017 (the “Offer to Purchase”). The Any
and All Tender Offers were made pursuant to the Offer to
Purchase.
The conditions to the Any and All Tender Offers have been
satisfied and BHGE LLC accepted for purchase today, December 11,
2017, all Any and All Notes that were validly tendered prior to the
expiration of the Any and All Tender Offers and not validly
withdrawn. BHGE LLC paid the applicable total consideration for
each $1,000 principal amount of Any and All Notes tendered and
accepted for payment, plus accrued and unpaid interest up to, but
not including, today, December 11, 2017, the settlement date of the
Any and All Tender Offers.
BHGE LLC funded the purchase of the Any and All Notes with part
of the proceeds from the issuance of BHGE LLC’s 2.773% senior notes
due 2022, 3.337% senior notes due 2027 and 4.080% senior notes due
2047, which was completed today, December 11, 2017.
BHGE LLC intends to redeem (or cause the applicable issuer to
redeem) any remaining Any and All Notes not purchased in the Any
and All Tender Offers in accordance with the relevant indentures.
This press release does not constitute a notice of redemption of
the Any and All Notes.
In addition to the Any and All Tender Offers, BHGE previously
announced BHGE LLC’s pending tender offers to purchase for cash
(the “Maximum Tender Offers,” and, together with the Any and All
Tender Offers, the “Tender Offers”) up to $175 million in aggregate
purchase price of BHGE LLC’s or its subsidiaries’ outstanding
8.550% debentures due 2024 and 6.875% notes due 2029 (together with
the Any and All Notes, the “Securities”). Holders are urged to read
the Offer to Purchase carefully before making any decision with
respect to Tender Offers.
BHGE LLC has retained Morgan Stanley & Co. LLC and Barclays
Capital Inc. to serve as dealer managers for the Tender Offers.
D.F. King & Co., Inc. has been retained to serve as the
information agent and the depositary for the Tender Offers.
Questions regarding the 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
Tender Offers and may postpone the acceptance for purchase of, and
payment for, the Securities so tendered. The 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 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/20171211006215/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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