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 CIK 0000808362

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 4, 2019

 

BAKER HUGHES COMPANY 

 

BAKER HUGHES, A GE COMPANY, LLC

(Exact name of registrant as specified in its charter)  

 

Delaware 1-38143 81-4403168   Delaware 1-09397 76-0207995
(State of Incorporation) (Commission File No.)

(I.R.S. Employer Identification No.)

  (State of Incorporation) (Commission File No.)

(I.R.S. Employer Identification No.) 

 

17021 Aldine Westfield Road

Houston, Texas 77073

 

Registrant’s telephone number, including area code: (713) 439-8600 

(former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Name of each exchange on which registered

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share BKR New York Stock Exchange
5.125% Senior Notes due 2040 - New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The disclosures below under 8.01 of this Current Report on Form 8-K are also responsive to Item 2.03 of this Current Report on Form 8-K and are hereby incorporated by reference into this Item 2.03.

 

Item 8.01. Other Events 

 

Notes Offering

 

On November 7, 2019, Baker Hughes, a GE company, LLC (“BHGE LLC”) and Baker Hughes Co-Obligor, Inc. (the “Co-Obligor,” and together with BHGE LLC, the “Issuers”) closed the offering of $525,000,000 aggregate principal amount of 3.138% Senior Notes due 2029 (the “Securities”). The Securities, which were offered and sold pursuant to an Underwriting Agreement (the “Underwriting Agreement”) by and among the Issuers and BofA Securities, Inc. and Morgan Stanley & Co. LLC as representatives of the underwriters named therein, are registered pursuant to the Company’s shelf registration statement on Form S-3 (File Nos. 333-222111 and 333-22211-01), filed on December 15, 2017.

 

The Securities were issued under an indenture dated as of October 28, 2008 (the “Base Indenture”), between BHGE LLC (as successor to Baker Hughes Incorporated) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as amended and supplemented by the Second Supplemental Indenture, dated as of July 3, 2017, among BHGE LLC, the Co-Obligor and the Trustee and as further amended and supplemented by the Fourth Supplemental Indenture, dated as of the date hereof, among BHGE LLC, the Co-Obligor and the Trustee (together, the “Indenture”).

 

The Securities bear interest at 3.138% per annum and will mature on November 7, 2029. Interest on the Securities is payable on May 7 and November 7 of each year beginning May 7, 2020. At any time and from time to time prior to August 7, 2029, the Company may redeem the Securities, in whole or in part, at a “make-whole” redemption price as described in the Indenture. At any time and from time to time on or after August 7, 2029, the Company may redeem some or all of the Securities at a redemption price equal to 100% of the principal amount of the Securities to be redeemed as described in the Indenture.

 

The Indenture contains certain restrictions, including a limitation that restricts the Issuers’ ability and the ability of its subsidiaries to incur liens and enter into sale and leaseback transactions. The Indenture also restricts the ability of the Company to consolidate, merge or transfer all or substantially all of their assets.

 

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Base Indenture, which was filed as Exhibit 4.1 to the Current Report of Baker Hughes Incorporated on Form 8-K filed on October 29, 2008, the Second Supplemental Indenture, which was filed as Exhibit 4.1 to the Current Report of BHGE LLC on Form 8-K12B filed on July 3, 2017 and the Fourth Supplemental Indenture (including the forms of the Securities attached thereto) and the Underwriting Agreement, each of which is filed as Exhibit 1.1 and Exhibit 4.1 hereto.

 

Redemption of 3.200% Notes due 2021

 

The Issuers used the net proceeds from the offering of the Securities to redeem its 3.200% notes due 2021 in accordance with the indenture governing such notes. This Current Report on Form 8-K does not constitute a notice of redemption under such indenture.

 

Item 9.01. Financial Statements and Exhibits

 

(d)     Exhibits

 

Exhibit No. Description
   
1.1 Underwriting Agreement, dated November 4, 2019, by and among the Issuers, BofA Securities, Inc. and Morgan Stanley & Co. LLC.
4.1 Fourth Supplemental Indenture, dated November 7, 2019, by and among the Issuers and the Trustee.
4.2 Form of 3.138% Senior Notes due 2029.
5.1 Opinion of Davis Polk & Wardwell LLP.
23.1 Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1).
101.SCH* Inline XBRL Schema Document
101.CAL* Inline XBRL Calculation Linkbase Document
101.LAB* Inline XBRL Label Linkbase Document
101.PRE* Inline XBRL Presentation Linkbase Document
101.DEF* Inline XBRL Definition Linkbase Document
104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    Baker Hughes, a GE company, LLC
     
Date: November 7, 2019   By: /s/ Lee Whitley
        Name: Lee Whitley
        Title: Corporate Secretary
           

 

    Baker Hughes Company
     
Date: November 7, 2019   By: /s/ Lee Whitley
        Name: Lee Whitley
        Title: Corporate Secretary