Baker Hughes, a GE company (NYSE: BHGE or the “Company”)
announced today the pricing of a secondary offering (the
“offering”) of 115 million shares of BHGE Class A common stock, par
value $0.0001 per share (the “Class A common stock”) by General
Electric Company (“GE”) and GE Oil & Gas US Holdings I, Inc.,
GE Holdings (US), Inc. and GE Oil & Gas US Holdings IV, Inc.
(collectively, together with GE, the “selling stockholders”) at a
price to the public of $21.50 per share. The underwriters will have
a 30-day option to purchase up to an additional 17.25 million
shares of Class A common stock from the selling stockholders. The
offering is expected to close on September 16, 2019, subject to
customary closing conditions.
BHGE is not offering any shares of Class A common stock in the
offering and will not receive any proceeds from the sale of shares
in the offering.
J.P. Morgan, Citigroup, Goldman Sachs & Co. LLC and Morgan
Stanley are acting as joint lead book-running managers for the
offering. BofA Merrill Lynch, BNP PARIBAS and Evercore ISI are
acting as joint book-running managers for the offering.
In addition, BHGE announced that it has agreed to repurchase
(the “share repurchase”) from one or more of GE and its affiliates,
in a privately negotiated transaction, 11,865,211 shares of BHGE
Class B common stock, par value $0.0001 per share (the “Class B
common stock”), together with an equal number of associated
membership interests of Baker Hughes, a GE company, LLC (the “LLC
units”) at a price equal to the price per share at which the
underwriters purchase shares of Class A common stock from the
selling stockholders in the offering. The Company intends to fund
the share repurchase with cash on hand and other available sources
of liquidity. Although the share repurchase is conditioned upon,
among other things, the closing of the offering and will be
completed immediately following the offering, the closing of the
offering is not conditioned upon the closing of the share
repurchase. The offering and share repurchase have been unanimously
approved by the Company’s board of directors, and the share
repurchase has also been unanimously approved by the Conflicts
Committee of the Company’s board of directors comprised of
independent directors who are not affiliated with the selling
stockholders.
Upon completion of the offering, GE and its affiliates will
cease to hold more than 50% of the voting power of all classes of
BHGE’s voting stock. Among other things, this will reduce the
number of individuals who GE is entitled to designate to BHGE’s
board of directors from five to one. GE has informed the Company
that it intends for John G. Rice to remain on the BHGE board of
directors as its designee and for Jamie S. Miller and James J.
Mulva to submit their resignations to the Conflicts Committee of
the Company’s board of directors. Lorenzo Simonelli and W. Geoffrey
Beattie are expected to continue to serve on the Company’s board of
directors but not as GE designees.
The offering of these securities is being made pursuant to an
effective shelf registration statement. The offering is being made
only by means of a prospectus and prospectus supplement. A copy of
the prospectus and prospectus supplement relating to these
securities may be obtained, when available, from J.P. Morgan
Securities LLC, Attention: Broadridge Financial Solutions, 1155
Long Island Avenue, Edgewood, NY 11717, or by phone at
1-866-803-9204, or by email at prospectus-eq_fi@jpmchase.com, and
Citigroup Global Markets Inc., Attention: Broadridge Financial
Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by phone
at 1-800-831-9146.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About Baker Hughes, a GE company
BHGE (NYSE: BHGE) is the
world’s first and only 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.
Cautionary Statement About Forward-Looking Statements
This news release contains “forward-looking statements” as that
term is defined in Section 27A of the Securities Act of 1933, as
amended (the “Securities Act”), and Section 21E of the Exchange
Act. All statements, other than historical facts, including
statements regarding the presentation of our operations in future
reports and any assumptions underlying any of the foregoing, are
forward-looking statements. Forward-looking statements concern
future circumstances and results and other statements that are not
historical facts and are sometimes identified by the words “may,”
“will,” “should,” “potential,” “intend,” “expect,” “endeavor,”
“seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,”
“believe,” “could,” “project,” “predict,” “continue,” “target” or
other similar words or expressions. Forward looking statements are
based upon current plans, estimates and expectations that are
subject to risks, uncertainties and assumptions. Should one or more
of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially
from those indicated or anticipated by such forward-looking
statements. The inclusion of such statements should not be regarded
as a representation that such plans, estimates or expectations will
be achieved.
Important factors that could cause actual results to differ
materially from such plans, estimates or expectations include,
among others, the risk factors identified in the “Risk Factors”
section of the Annual Report on Form 10-K for the year ended
December 31, 2018, the Quarterly Reports on Form 10-Q for the
quarterly period ended March 31, 2019 and the quarterly period
ended June 30, 2019 and those set forth from time-to-time in other
filings by BHGE with the SEC. These documents are available through
our website or through the SEC’s Electronic Data Gathering and
Analysis Retrieval system at http://www.sec.gov.
The Company undertakes no obligation to, and expressly disclaims
any obligation to, publicly update or revise any forward-looking
statement, whether as a result of new information or developments,
future events, or otherwise.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190911005818/en/
Media Relations: Melanie Kania +1 713-439-8303
melanie.kania@bhge.com or Investor Relations: Jud Bailey +1
281-809-9088 investor.relations@bhge.com
Baker Hughes a GE (NYSE:BHGE)
Historical Stock Chart
From Jun 2024 to Jul 2024
Baker Hughes a GE (NYSE:BHGE)
Historical Stock Chart
From Jul 2023 to Jul 2024