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): January 3, 2018

 

(Exact name of registrant as specified in its charter)

 

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))

 

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. ☐

 

 

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Item 8.01. Other Events.

On January 3, 2018, Baker Hughes, a GE company issued a news release announcing the final results of the previously announced cash tender offers by Baker Hughes, a GE company, LLC (“BHGE LLC”) for certain of BHGE LLC’s and its subsidiaries’ debt securities.  A copy of the news release is filed herewith as Exhibit 99.1 and is incorporated by reference herein in its entirety.

Item 9.01. Financial Statements and Exhibits.

 

     (d) Exhibits.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT INDEX

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Signature

 

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.

 

 

 

 

 

 

 

 

 

 

 

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Baker Hughes, a GE company Announces Final Results of
Maximum Tender Offers by Baker Hughes, a GE company, LLC

LONDON & HOUSTON (January 3, 2018) — Baker Hughes, a GE company (NYSE: BHGE) (“BHGE”) announced today the final results of the previously announced cash tender offers (the “Maximum Tender Offers”) by its subsidiary, Baker Hughes, a GE company, LLC (“BHGE LLC”) to purchase up to $175 million (the “Aggregate Maximum Purchase Price”) in aggregate purchase price of the outstanding (i) 8.550% Debentures due 2024 (the “2024 Notes”) and (ii) 6.875% Notes due 2029 (the “2029 Notes” and, together with the 2024 Notes, the “Securities”).  The terms and conditions of the Maximum Tender Offers are described in the Offer to Purchase, dated December 4, 2017 (the “Offer to Purchase”).  The pricing and early tender results of the Maximum Tender Offers were announced in BHGE’s news releases dated December 18, 2017.

The Maximum Tender Offers expired at 12:00 midnight, New York City time, on January 2, 2018 (one minute after 11:59 p.m., New York City time, on January 2, 2018) (the “Expiration Date”). On December 19, 2017, BHGE LLC purchased $6,117,000 aggregate principal amount of the 2024 Notes and $62,386,000 aggregate principal amount of the 2029 Notes which were validly tendered and not validly withdrawn in the Maximum Tender Offers prior to or at 5:00 p.m., New York City time, on December 15, 2017 (the “Early Tender Date”).

According to information provided by D.F. King & Co., Inc., the tender and information agent for the Maximum Tender Offers, as of the Expiration Date, (i) $6,117,000 aggregate principal amount of the 2024 Notes were validly tendered and not withdrawn in the Maximum Tender Offers and (ii) $65,486,000 aggregate principal amount of the 2029 Notes were validly tendered and not validly withdrawn in the Maximum Tender Offers, of which $3,100,000 aggregate principal amount of 2029 Notes were validly tendered after the Early Tender Date.  No additional 2024 Notes were tendered after the Early Tender Date.

BHGE LLC expects to accept for purchase all 2029 Notes validly tendered after the Early Tender Date and prior to or at the Expiration Date pursuant to the Maximum Tender Offers. The settlement for the 2029 Notes validly tendered after the Early Tender Date and prior to or at the Expiration Date and accepted for purchase by BHGE LLC is expected to take place on January 4, 2018 (the “Final Settlement Date”). Holders whose 2029 Notes are accepted for purchase will receive tender offer consideration of $1,294.00 per $1,000 principal amount, which excludes the $50 early tender payment, plus accrued and unpaid interest from and including the last interest payment date for the 2029 Notes up to, but not including, the Final Settlement Date.

 

 

 

BHGE LLC is funding the purchase of 2029 Notes accepted for purchase at the Final Settlement Date with part of the proceeds from the issuance of BHGE LLC’s 2.773% senior notes due 2022, 3.337% senior notes due 2027 and 4.080% senior notes due 2047, which was completed on December 11, 2017.

Morgan Stanley & Co. LLC and Barclays Capital Inc. were dealer managers for the Maximum Tender Offers. D.F. King & Co., Inc. served as the information agent and the depositary for the Maximum Tender Offers.

Questions regarding the Maximum Tender Offers may be directed to: Morgan Stanley & Co. LLC at (800) 624-1808 (toll free) or (212) 761-1057 or Barclays Capital Inc. at (800) 438-3242 (toll free) or (212) 528-7581.  Requests for the Offer to Purchase may be directed to D.F. King & Co., Inc., free of charge, by calling toll-free at (866) 796-7179 (bankers and brokers can call collect at 212-269-5550) or by e-mail at bhge@dfking.com.

This news release is for informational purposes only and is not an offer to buy, or the solicitation of an offer to sell, any securities and the Maximum Tender Offers do not constitute an offer to buy or the solicitation of an offer to sell Securities in any jurisdiction or in any circumstances in which such offer or solicitation is unlawful.

Forward-Looking Statements

This news release may contain forward-looking statements (each a “forward-looking statement”). The words “anticipate,” “believe,” “ensure,” “expect,” “if,” “intend,” “estimate,” “project,” “foresee,” “forecasts,” “predict,” “outlook,” “aim,” “will,” “could,” “should,” “potential,” “would,” “may,” “probable,” “likely,” and similar expressions, and the negative thereof, are intended to identify forward-looking statements. There are many risks and uncertainties that could cause actual results to differ materially from our forward-looking statements. These forward-looking statements are also affected by the risk factors described in BHGE’s Registration Statement on Form S-4 (File No. 333-216991), filed by BHGE with the Securities and Exchange Commission (“SEC”) and declared effective on May 30, 2017; BHGE’s subsequent quarterly reports on Form 10-Q for the quarterly periods ended June 30, 2017 and September 30, 2017; BHGE LLC’s quarterly report on Form 10-Q for the quarterly period ended September 30, 2017; and those set forth from time to time in other filings with the SEC by BHGE and BHGE LLC. The documents are available through BHGE’s website or through the SEC’s Electronic Data Gathering and Analysis Retrieval (“EDGAR”) system at: www.sec.gov. We undertake no obligation to publicly update or revise any forward-looking statement.

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About Baker Hughes, a GE company

Baker Hughes, a GE company (NYSE: BHGE) is a 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.

Investor Contact:
Philipp Mueller, +1 281-809-9088
investor.relations@bhge.com


Media Contacts:
Stephanie Cathcart, +1 202-549-6462
stephanie.cathcart@bhge.com

Melanie Kania, +1 713-439-8303
melanie.kania@bhge.com

 

 

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