Baker Hughes, a GE company Announces Closing of Secondary Offering by GE and its Share Repurchase
September 16 2019 - 11:19AM
Business Wire
Baker Hughes, a GE company (NYSE: BHGE or the “Company”)
announced today the closing of a secondary offering (the
“offering”) of 132.25 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. This closing includes the
underwriters’ exercise of their option in full, purchasing an
additional 17.25 million shares of Class A common stock from the
selling stockholders.
BHGE did not offer any shares of Class A common stock in the
offering and did not receive any proceeds from the sale of shares
in the offering.
J.P. Morgan, Citigroup, Goldman Sachs & Co. LLC and Morgan
Stanley acted as joint lead book-running managers for the offering.
BofA Merrill Lynch, BNP PARIBAS and Evercore ISI acted as joint
book-running managers for the offering.
In addition, BHGE announced that it repurchased (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
purchased shares of Class A common stock from the selling
stockholders in the offering.
As a result of this offering, GE and its affiliates ceased to
hold more than 50% of the voting power of all classes of BHGE’s
voting stock. Among other things, this reduced 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 has
selected John G. Rice to remain on the BHGE board of directors as
its designee and that Jamie S. Miller and James J. Mulva will
submit their resignations to the Conflicts Committee of the
Company’s board of directors. Lorenzo Simonelli and W. Geoffrey
Beattie will continue to serve on the Company’s board of directors
but not as GE designees. In addition, BHGE intends to change its
corporate name to Baker Hughes Company, known as Baker Hughes.
Following the name change, the Class A common stock will trade on
the New York Stock Exchange under the symbol “BKR.”
“Today’s transaction marks an important milestone in our
journey, and we have an exciting future ahead built on a strong
foundation,” said Lorenzo Simonelli, Chairman and CEO of BHGE. “We
are a differentiated energy technology company and our unique value
proposition positions us well with our customers and in the
market.”
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20190916005622/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
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