In addition, pursuant to the provisions set forth in our charter, our bylaws and the Amended
and Restated Stockholders Agreement, dated as of November 13, 2018, by and between us and GE, as amended from time to time, the number of individuals who GE is entitled to designate to our board of directors will be reduced from five to one. GE
has informed us that it intends for John G. Rice to remain on our board of directors as its designee. Lorenzo Simonelli and W. Geoffrey Beattie are also expected to continue to serve on our board of directors but not as GE designees. GE will
continue to be entitled to designate one person for nomination to our board of directors until such time as GE and its affiliates own less than 20% of the voting power of all classes of our outstanding voting stock.
Although, following the completion of this offering, we will no longer be controlled by GE, our success will remain partially dependent on GE
through, among other things, our reliance on the long-term agreements and transition services agreements between the Company and GE and the public perception of our affiliation with GE.
Following the completion of this offering, we will no longer be a majority-owned subsidiary of GE, and the separation from GE could adversely affect our
business, financial condition and results of operations.
We market many of our products and services using the GE
brand name and logo. GE has licensed to us the right to use certain GE marks in our corporate name and on the products and services of our business in connection with certain oil and gas activities and other discrete oil and gas
segments. The agreements granting the rights to use those marks will terminate 90 days after we cease being a majority-owned subsidiary of GE (subject to certain phase-out provisions). As a consequence of such
termination, we will be required to remove the GE marks from our corporate name, products and services over a prescribed period of time (subject to phase-out provisions). Upon completion of this
offering, we intend to change our corporate name to Baker Hughes Company. Following the name change, our Class A common stock will trade on the New York Stock Exchange under the symbol BKR.
While the association with GE provides many benefits, including a strong brand, broad research and development capabilities, elevated status
with suppliers and customers, and established relationships with regulators, consistent with our planned name change, we intend to rebrand our business and products or pursue alternative marketing strategies, which could adversely affect our ability
to attract new customers or maintain existing business relationships with customers, suppliers and other business partners, all of which could have a material adverse effect on our business, financial condition and results of operations.
In addition, following the completion of this offering, we will no longer be a majority-owned subsidiary of GE, which could adversely affect,
among other things, our ability to attract and retain customers. We may be required to provide more favorable pricing and other terms to our customers and take other action to maintain our relationship with existing customers and attract new
customers, all of which could have a material adverse effect on our business, financial condition and results of operations. The separation from GE has created, and may continue to create, uncertainty among our customers, suppliers, and other
business partners. The potential uncertainty due to the separation or other factors may undermine our business and have a material adverse effect on our financial condition and results of operations, and may cause increased volatility and wide price
fluctuations in our stock price.
The market price of our Class A common stock could be materially impacted due to the substantial number of
shares of our capital stock eligible for sale in this offering and in any future offerings by GE.
As of September 6, 2019,
516,890,143 shares of our Class A common stock were outstanding (or 1,038,433,238 shares of Class A common stock assuming the full exchange of all outstanding shares of Class B common stock pursuant to the Exchange Agreement). The
selling stockholders are offering 105,000,000 shares (or 120,750,000 shares if the underwriters exercise their option to purchase additional shares in full) of Class A
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