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.