UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 8)*

Baker Hughes, a GE company

(Name of Issuer)

Class A common stock, par value $0.0001 per share

(Title of Class of Securities)

05722G 100

(CUSIP Number)

Christoph A. Pereira
Vice President, Chief Risk Officer and Chief Corporate Counsel
General Electric Company
41 Farnsworth Street
Boston, Massachusetts 02210
617-443-2952

With a Copy to:

John A. Marzulli, Jr.
Rory O’Halloran
Waajid Siddiqui
Shearman & Sterling LLP
599 Lexington Avenue
New York, NY 10022-6069
212-848-4000

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

September 16, 2019

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box .

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

   

 

 

CUSIP No.  05722G 100 SCHEDULE 13D Page 2 of 10 Pages

 

       
1

NAME OF REPORTING PERSONS

 

General Electric Company

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)

(b)

 
3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS (See Instructions)

 

WC

 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

New York

 
7

SOLE VOTING POWER

 

0

 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING 8

SHARED VOTING POWER

 

377,427,884

 
PERSON WITH 9

SOLE DISPOSITIVE POWER

 

0

 
10

SHARED DISPOSITIVE POWER

 

377,427,884

 
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

377,427,884

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

36.8%(1)

 
14 TYPE OF REPORTING PERSON (See Instructions)

 

CO

 
         

 

(1)       Based on 649,140,143 shares of Class A Common Stock, $0.0001 par value per share (“Class A Common Stock”), of Baker Hughes, a GE company, a Delaware corporation (“BHGE” or the “Issuer”), outstanding as of September 6, 2019 (as adjusted to give effect to the transactions effected September 16, 2019, in connection with the Second Secondary Offering and the Second Secondary Repurchase (each as defined in the Amended Schedule 13D) (the “September 16 Transactions”)), and 377,427,884 shares of Class B Common Stock, $0.0001 par value per share (“Class B Common Stock”), of BHGE, outstanding as of September 6, 2019 (as adjusted to give effect to the September 16 Transactions).

 

 

   

 

 

CUSIP No.  05722G 100 SCHEDULE 13D Page 3 of 10 Pages

 

       
1

NAME OF REPORTING PERSONS

 

GE Investments, LLC

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)

(b)

 
3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS (See Instructions)

 

WC

 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 
7

SOLE VOTING POWER

 

0

 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING 8

SHARED VOTING POWER

 

0

 
PERSON WITH 9

SOLE DISPOSITIVE POWER

 

0

 
10

SHARED DISPOSITIVE POWER

 

0

 
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0%(1)

 
14 TYPE OF REPORTING PERSON (See Instructions)

 

CO

 
         

 

(1)       Based on 649,140,143 shares of Class A Common Stock, $0.0001 par value per share, of BHGE, outstanding as of September 6, 2019 (as adjusted to give effect to the September 16 Transactions), and 377,427,884 shares of Class B Common Stock, $0.0001 par value per share, of BHGE, outstanding as of September 6, 2019 (as adjusted to give effect to the September 16 Transactions).

   

 

 

SIP No.  05722G 100 SCHEDULE 13D Page 4 of 10 Pages

 

       
1

NAME OF REPORTING PERSONS

 

GE Oil & Gas US Holdings IV, Inc.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)

(b)

 
3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS (See Instructions)

 

WC

 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 
7

SOLE VOTING POWER

 

0

 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING 8

SHARED VOTING POWER

 

0

 
PERSON WITH 9

SOLE DISPOSITIVE POWER

 

0

 
10

SHARED DISPOSITIVE POWER

 

0

 
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0%(1)

 
14 TYPE OF REPORTING PERSON (See Instructions)

 

CO

 
         
 

(1)       Based on 649,140,143 shares of Class A Common Stock, $0.0001 par value per share, of BHGE, outstanding as of September 6, 2019 (as adjusted to give effect to the September 16 Transactions), and 377,427,884 shares of Class B Common Stock, $0.0001 par value per share, of BHGE, outstanding as of September 6, 2019 (as adjusted to give effect to the September 16 Transactions).

   

 

SIP No.  05722G 100 SCHEDULE 13D Page 5 of 10 Pages

 

       
1

NAME OF REPORTING PERSONS

 

GE Holdings (US), Inc.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)

(b)

 
3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS (See Instructions)

 

WC

 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 
7

SOLE VOTING POWER

 

0

 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING 8

SHARED VOTING POWER

 

0

 
PERSON WITH 9

SOLE DISPOSITIVE POWER

 

0

 
10

SHARED DISPOSITIVE POWER

 

0

 
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0%(1)

 
14 TYPE OF REPORTING PERSON (See Instructions)

 

CO

 
         
 

(1)       Based on 649,140,143 shares of Class A Common Stock, $0.0001 par value per share, of BHGE, outstanding as of September 6, 2019 (as adjusted to give effect to the September 16 Transactions), and 377,427,884 shares of Class B Common Stock, $0.0001 par value per share, of BHGE, outstanding as of September 6, 2019 (as adjusted to give effect to the September 16 Transactions).

 

   

 

 

SIP No.  05722G 100 SCHEDULE 13D Page 6 of 10 Pages

 

       
1

NAME OF REPORTING PERSONS

 

GE Oil & Gas US Holdings I, Inc.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)

(b)

 
3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS (See Instructions)

 

WC

 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 
7

SOLE VOTING POWER

 

0

 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING 8

SHARED VOTING POWER

 

377,427,884

 
PERSON WITH 9

SOLE DISPOSITIVE POWER

 

0

 
10

SHARED DISPOSITIVE POWER

 

377,427,884

 
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

377,427,884

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

36.8%(1)

 
14 TYPE OF REPORTING PERSON (See Instructions)

 

CO

 
         
 

(1)       Based on 649,140,143 shares of Class A Common Stock, $0.0001 par value per share, of BHGE, outstanding as of September 6, 2019 (as adjusted to give effect to the September 16 Transactions), and 377,427,884 shares of Class B Common Stock, $0.0001 par value per share, of BHGE, outstanding as of September 6, 2019 (as adjusted to give effect to the September 16 Transactions).

 

   

 

 

 

This Amendment No. 8 (this “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on July 13, 2017 (the “Original Schedule 13D”), Amendment No. 1 to Schedule 13D filed by the Reporting Persons on March 30, 2018 (“Amendment No. 1”), Amendment No. 2 to Schedule 13D filed by the Reporting Persons on June 27, 2018 (“Amendment No. 2”), Amendment No. 3 to Schedule 13D filed by the Reporting Persons on November 13, 2018 (“Amendment No. 3”). Amendment No. 4 to Schedule 13D filed by the Reporting Persons on November 19, 2018 (“Amendment No. 4”), Amendment No. 5 to Schedule 13D filed by the Reporting Persons on June 28, 2019 (“Amendment No. 5”), Amendment No. 6 to Schedule 13D filed by the Reporting Persons on August 2, 2019 (“Amendment No. 6”), and Amendment No. 7 to Schedule 13D filed by the Reporting Persons on September 10, 2019 (together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and Amendment No. 6, the “Amended Schedule 13D”) with respect to the Class A Common Stock of the Issuer.  Capitalized terms used in this Amendment and not otherwise defined in this Amendment have the same meanings ascribed to them in the Amended Schedule 13D.  Unless specifically amended hereby, the disclosure set forth in the Amended Schedule 13D remains unchanged.

Item 4.Purpose of the Transaction.

Item 4 of the Amended Schedule 13D is hereby supplemented by adding the following sentence:

“On September 16, 2019, the Selling Stockholders completed the sale of 132,250,000 shares of Class A Common Stock (after the exchange of an equal number of Paired Interests into Class A Common Stock) in connection with the Second Secondary Offering, and the sale of 11,865,211 Paired Interests in connection with the Second Secondary Repurchase (the Second Secondary Repurchase, together with the Second Secondary Offering, the “Second Secondary Transactions”).

As a result of the Second Secondary Transactions, the Trigger Date has occurred, and as a result, GE’s right to designate a majority of directors for nomination to the BHGE Board has terminated.  Accordingly, Jamie S. Miller and James J. Mulva, each nominated to the BHGE Board by GE, have submitted their letters of resignation from the BHGE Board, and John G. Rice will remain on the BHGE Board as the sole GE Designee.  BHGE waived (the “Waiver”) the requirement under the A&R Stockholders Agreement, as amended, that Messrs. Lorenzo Simonelli and W. Geoffrey Beattie resign from the BHGE Board, and both will continue to serve on the BHGE Board but will not be GE Designees. In addition, prior to the completion of the Second Secondary Offering GE executed and delivered to BHGE an action by written consent of stockholders (the “Second Secondary Written Consent”) approving the change of BHGE’s corporate name to “Baker Hughes Company” and an amendment and restatement of BHGE’s amended and restated certificate of incorporation to give effect thereto.

The foregoing summary of the terms of the Second Secondary Written Consent is not a complete description thereof and is qualified in its entirety by the full text of such consent, which is filed as Exhibit 99.19 hereto and incorporated herein by reference.”

Item 5.Interest in Securities of the Issuer.

Section (a) of Item 5 of the Amended Schedule 13D is hereby amended as follows:

The first paragraph under Section (a) of Item 5 of the Amended Schedule 13D is hereby amended and restated in its entirety as follows:

“(a)  Based on the most recent information available, the aggregate number and percentage of the Class A Common Stock (the securities identified pursuant to Item 1 of this Amendment (that are beneficially owned by each of the Reporting Persons as of the date of the Amendment is set forth in boxes (11) and (13) of the cover pages to this Amendment for each of the Reporting Persons, and such information is incorporated herein by reference. The percentages reported herein are calculated based on the Issuer’s information as of September 6, 2019 (as adjusted to give effect to the exchange of Paired Interests for shares of Class A Common Stock in connection with the Second Secondary Offering and the retirement of shares of Class B Common Stock in connection with the Second Secondary Repurchase), resulting in 377,427,884 shares of Class B Common Stock and 649,140,143 shares of Class A Common Stock outstanding and, assuming the exchange of all Paired Interests into Class A Common Stock, a total of 1,026,568,027 shares of Class A Common Stock on a fully exchanged basis.”

Section (c) of Item 5 of the Amended Schedule 13D is hereby amended and restated in its entirety as follows:

“(c)  On September 16, 2019, GE completed the sale of 132,250,000 shares of Class A Common Stock (after the exchange of an equal number of Paired Interests into Class A Common Stock) in connection with the Second Secondary Offering and, immediately following the closing of the Second Secondary Offering, one of GE’s affiliates completed the sale to BHGE of 11,865,211 Paired Interests in connection with the Second Secondary Repurchase, at a price per Paired Interest equal to the price per share at which the underwriters purchased shares of Class A Common Stock from the Selling Stockholders in the Second Secondary Offering and an aggregate purchase price of $249,999,995.77.”

   

 

 

Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Amended Schedule 13D is hereby supplemented by adding the following:

“On September 11, 2019, in connection with the Second Secondary Offering, GE and BHGE entered into an Underwriting Agreement (the “Second Underwriting Agreement”) with J.P. Morgan Securities LLC, as the representative of the several underwriters named in Schedule II thereto (together, the “Second Secondary Underwriters”).  Pursuant to the Second Underwriting Agreement, GE agreed to sell 115,000,000 shares of Class A Common Stock to the Second Secondary Underwriters at a price of $21.07 per share (the price to the public of $21.50 per share, less underwriting discounts and commissions of $0.43 per share), and also granted to the Second Secondary Underwriters an option to purchase up to an additional 17,250,000 shares of Class A Common Stock (the “Second Secondary Option Shares”), which option was exercised in full on September 12, 2019. This transaction, including the exercise by the Second Secondary Underwriters of the option to purchase the Second Secondary Option Shares, closed on September 16, 2019. Such shares of Class A Common Stock were delivered upon exchange by GE or one of its affiliates of an equal number of shares of Class B Common Stock of BHGE pursuant to the Exchange Agreement.

In connection with the Second Secondary Offering, GE, on behalf of itself and its subsidiaries (other than BHGE and its subsidiaries) also executed and delivered a lock-up letter (the “Second Lock-Up Letter”) to the Second Secondary Underwriters, pursuant to which and subject to specified exceptions, including the Second Secondary Repurchase, they have agreed not to, without the consent of the Second Secondary Underwriters, (a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of any class of stock of BHGE or any limited liability company units or other membership interests of BHGE LLC (collectively, “BHGE securities”) or any other securities convertible into or exercisable or exchangeable for any BHGE securities (“restricted securities”); (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any BHGE securities, whether any such transaction described in (a) or (b) is to be settled by delivery of BHGE securities or such other securities, in cash or otherwise; (c) file any registration statement with the SEC relating to the offering of any restricted securities; or (d) make certain public announcements with respect to any of the foregoing transactions, in each case for a period of 90 days after September 11, 2019.

The foregoing summaries of the terms of the Second Underwriting Agreement and the Second Lock-Up Letter are not complete descriptions thereof and are qualified in their entirety by the full text of such agreements, which are filed as Exhibit 99.20 and Exhibit 99.21 hereto, respectively, and incorporated herein by reference.”

Item 7.Materials to be Filed as Exhibits.

Exhibit No. Description
   
Exhibit 99.1

Joint Filing Agreement by and among the Reporting Persons (incorporated by reference to Exhibit 99.1 to the Schedule 13D filed by the Reporting Persons on July 13, 2017)

   
Exhibit 99.2

Transaction Agreement and Plan of Merger, dated as of October 30, 2016, among General Electric Company, Baker Hughes Incorporated, Bear Newco, Inc. and Bear MergerSub, Inc. (incorporated by reference to Annex A to Baker Hughes, a GE company’s Registration Statement on Form S-4 declared effective on May 30, 2017)

   
Exhibit 99.3 Exhibit 99.3 Amendment, dated as of March 27, 2017, to the Transaction Agreement and Plan of Merger, dated as of October 30, 2016, among General Electric Company, Baker Hughes Incorporated, Bear Newco, Inc., Bear MergerSub, Inc., BHI Newco, Inc. and Bear MergerSub 2, Inc. (incorporated by reference to Annex A-II to Baker Hughes, a GE company’s Registration Statement on Form S-4 declared effective on May 30, 2017)
   
Exhibit 99.4 Amended and Restated Stockholders Agreement, dated as of November 13, 2018, between General Electric Company and the Issuer (incorporated by reference to Exhibit 10.4 to Baker Hughes, a GE company’s Form 8-K filed on November 13, 2018 (SEC Accession No. 0000950103-18-013305))
   
Exhibit 99.5 Amended and Restated Limited Liability Company Agreement, dated as of July 3, 2017, among the Reporting Persons, EHHC NewCo, LLC, CFC Holdings, LLC and Baker Hughes, a GE company, LLC (incorporated by reference to Exhibit 10.4 to Baker Hughes, a GE company’s Form 8-K filed on July 3, 2017)
   
Exhibit 99.6 Exchange Agreement, dated as of July 3, 2017, among the Reporting Persons, the Issuer and Baker Hughes, a GE company, LLC (incorporated by reference to Exhibit 10.3 to Baker Hughes, a GE company’s Form 8-K filed on July 3, 2017)
   

 

 

   

 

 

 

Exhibit 99.7 Registration Rights Agreement, dated as of July 3, 2017, between General Electric Company and the Issuer (incorporated by reference to Exhibit 10.2 to Baker Hughes, a GE company’s Form 8-K filed on July 3, 2017)
   
Exhibit 99.8 Tax Matters Agreement, dated as of July 3, 2017, among General Electric Company, EHHC NewCo, LLC, Baker Hughes, a GE company, LLC and the Issuer (incorporated by reference to Exhibit 10.5 to Baker Hughes, a GE company’s Form 8-K filed on July 3, 2017), as clarified by the Tax Matters Agreement Term Sheet, dated as of November 13, 2018, among General Electric Company, EHHC NewCo, LLC, Baker Hughes, a GE company, LLC and the Issuer and attached as an exhibit to the Master Agreement
   
Exhibit 99.9 Master Agreement, dated November 13, 2018, between General Electric Company, the Issuer and Baker Hughes, a GE company, LLC (incorporated by reference to Exhibit 10.1 to Baker Hughes, a GE company’s Form 8-K filed on November 13, 2018 (SEC Accession No. 0000950103-18-013305))
   
Exhibit 99.10 Equity Repurchase Agreement, dated November 13, 2018, between General Electric Company, the Issuer and Baker Hughes, a GE company, LLC (incorporated by reference to Exhibit 10.1 to Baker Hughes, a GE company’s Form 8-K filed on November 13, 2018 (SEC Accession No. 0000950103-18-013306))
   
Exhibit 99.11 Underwriting Agreement, dated November 14, 2018, between General Electric Company, the Issuer, Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named in Schedule II thereto (incorporated by reference to Exhibit 1.1 to Baker Hughes, a GE company’s Form 8-K filed on November 16, 2018)
   
Exhibit 99.12 Lock-Up Agreement, dated November 14, 2018, between General Electric Company, the Issuer, Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named in Schedule II thereto (incorporated by reference to Exhibit 99.12 to the Amendment No. 4 to Schedule 13D filed by the Reporting Persons on November 19, 2018)
   
Exhibit 99.13 Letter from General Electric Company to the Issuer, dated June 27, 2019 (incorporated by reference to Exhibit 99.13 to the Amendment No. 5 to Schedule 13D filed by the Reporting Persons on June 28, 2019)
   
Exhibit 99.14 Action by Written Consent of Stockholders of the Issuer, dated June 27, 2019 (incorporated by reference to Exhibit 99.14 to the Amendment No. 5 to Schedule 13D filed by the Reporting Persons on June 28, 2019)
   
Exhibit 99.15 Omnibus Agreement, dated July 31, 2019, between General Electric Company, the Issuer and Baker Hughes, a GE company, LLC (incorporated by reference to Exhibit 10.1 to Baker Hughes, a GE company’s Form 10-Q filed on August 1, 2019)
   
Exhibit 99.16 Amended and Restated Registration Rights Agreement, dated July 31, 2019, between General Electric Company and the Issuer (incorporated by reference to Exhibit 10.12 to Baker Hughes, a GE company’s Form 10-Q filed on August 1, 2019)
   
Exhibit 99.17 Amendment to the Amended and Restated Stockholders Agreement, dated July 31, 2019, between General Electric Company and the Issuer (incorporated by reference to Exhibit 10.15 to Baker Hughes, a GE company’s Form 10-Q filed on August 1, 2019)
   
Exhibit 99.18 Fifth Equity Repurchase Agreement, dated September 9, 2019, between General Electric Company, the Issuer and Baker Hughes, a GE company, LLC (incorporated by reference to Exhibit 10.1 to Baker Hughes, a GE company’s Form 8-K filed on September 10, 2019)
   
Exhibit 99.19 Action by Written Consent of Stockholders of the Issuer, dated September 11, 2019*
   
Exhibit 99.20 Underwriting Agreement, dated September 11, 2019, between General Electric Company, the Issuer, Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC, as representative of the several underwriters named in Schedule II thereto (incorporated by reference to Exhibit 1.1 to Baker Hughes, a GE company’s Form 8-K filed on September 16, 2019)
   
Exhibit 99.21 Lock-Up Letter, dated September 11, 2019, from General Electric Company to J.P. Morgan Securities LLC, as the representative of the several underwriters named in Schedule II to the Underwriting Agreement*

* Filed herewith

   

 

 

SIGNATURES

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  September 16, 2019

  GENERAL ELECTRIC COMPANY
         
         
  By: /s/ Christoph A. Pereira  
    Name: Christoph A. Pereira  
    Title: Vice President, Chief Risk Officer and Chief Corporate Counsel  
         

  GE INVESTMENTS, LLC
         
         
  By: /s/ Victoria Vron  
    Name: Victoria Vron  
    Title: Vice President & Secretary  
         

  GE OIL & GAS US HOLDINGS IV, INC.
         
         
  By: /s/ Victoria Vron  
    Name: Victoria Vron  
    Title: Vice President & Secretary  
         

  GE HOLDINGS (US), INC.
         
         
  By: /s/ Victoria Vron  
    Name: Victoria Vron  
    Title: Vice President & Secretary  
         

  GE OIL & GAS US HOLDINGS I, INC.
         
         
  By: /s/ Victoria Vron  
    Name: Victoria Vron  
    Title: Vice President & Secretary  
         

 

 

 

 

 

 

EXECUTION VERSION

 

BAKER HUGHES, A GE COMPANY

Consent in Lieu of Meeting
of Stockholders

 

September 11, 2019

 

The undersigned, General Electric Company and certain of its subsidiaries (collectively, “GE”), together being the majority stockholder of Baker Hughes, a GE company, a Delaware Corporation (the “Company”), hereby consents to and adopts, effective as of immediately prior to (the “Effective Time”), and subject to the subsequent occurrence of, the purchase and sale of the Firm Shares (as defined in the Underwriting Agreement, dated as of the date hereof, among the Company, General Electric Company and the representative of the underwriters party thereto), and pursuant to Section 228(a) of the General Corporation Law of the State of Delaware (“DGCL”), the following resolutions:

Name Change

WHEREAS, the board of directors have determined that it is advisable and in the best interests of the Company to change the name of the Company to Baker Hughes Company (the “Name Change”) and has directed that the Name Change be submitted to the majority stockholder of the Company for approval and adoption;

NOW, THEREFORE, BE IT RESOLVED, that the Name Change be, and it hereby is, approved and adopted as of the Effective Time.

Amended and Restated Charter

WHEREAS, to give effect to the Name Change, the Board of Directors has unanimously determined that it is advisable and in the best interests of the Company and its stockholders to amend and restate the Amended and Restated Certificate of Incorporation in its entirety in the form attached as Exhibit A hereto (the “Second Amended and Restated Charter”).

NOW, THEREFORE, BE IT RESOLVED, that the Second Amended and Restated Charter is, as of the Effective Time, approved and adopted as the Second Amended and Restated Charter of the Company; provided that such amendment and restatement, and the Name Change contemplated thereby, will not become effective until a date that is at least 21 days from the dissemination of the information statement distributed to stockholders of the Company in accordance with Regulation 14C.

* * *

The action taken by this consent shall have the same force and effect as if taken at a meeting of stockholders of the Company, duly called and constituted pursuant to the DGCL.

 

[The remainder of this page intentionally left blank]

 

   

 

IN WITNESS WHEREOF, the undersigned has executed this Consent as of the date first above written.

 

  GENERAL ELECTRIC COMPANY
  /s/ John Godsman
 

Name: John Godsman

Title: Vice President

   


 

 

 

 

 

 

 

 

 

 

 

 

[Signature Page to GE Consent (Name Change)]

   

 



  GE OIL AND GAS US HOLDINGS IV, INC.
  /s/ Victoria Vron
 

Name: Victoria Vron

Title: Vice President & Secretary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Signature Page to GE Consent (Name Change)]

   

 

 

  GE HOLDINGS (US), INC.
  /s/ Victoria Vron
 

Name: Victoria Vron

Title: Vice President & Secretary

 

 

 

 

 

 

 

 

 

 

 

[Signature Page to GE Consent (Name Change)]

   

 

 

  GE OIL & GAS HOLDINGS I, INC.
  /s/ Victoria Vron
 

Name: Victoria Vron

Title: Vice President & Secretary

 

 

 

 

 

 

 

 

 

 

[Signature Page to GE Consent (Name Change)]

   

 

 

Exhibit A

 

Second Amended and Restated Charter

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

SECOND AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

BAKER HUGHES, A GE COMPANY

ARTICLE I
NAME

The name of the corporation is Baker Hughes Company (hereinafter called the “Corporation”). The date of the filing of its original certificate of incorporation with the Secretary of State of the State of Delaware was October 28, 2016, and the date of the filing of the Amended and Restated Certificate of Incorporation was July 3, 2017.

ARTICLE II
REGISTERED OFFICE AND AGENT

The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE III
PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).

ARTICLE IV
CAPITAL STOCK

(A)Classes of Stock. The total number of shares of all classes of capital stock that the Corporation is authorized to issue is 3,300,000,000 shares, which shall be divided into three classes of stock designated as follows:
1.2,000,000,000 shares of Class A common stock, $0.0001 par value per share (“Class A Common Stock”);
2.1,250,000,000 shares of Class B common stock, $0.0001 par value per share (“Class B Common Stock”, and together with Class A Common Stock, “Common Stock”); and
3.50,000,000 shares of undesignated preferred stock, $0.0001 par value per share (“Preferred Stock”).
(B)Subject to the rights of the holders of any series of Preferred Stock, the number of authorized shares of either the Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of the issued and outstanding shares of capital stock of the Corporation entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), and no vote of the holders of either the Common Stock or Preferred Stock voting separately as a class shall be required therefor.
(C)Common Stock. The powers, preferences and relative, participating, optional or other special rights, and the qualifications, limitations and restrictions thereof, of the Common Stock, are as follows:
   

 

1.Ranking. The voting, dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by such rights of the holders of any series of Preferred Stock as may be designated by the Board of Directors of the Corporation (the “Board”) upon any issuance of any series of Preferred Stock.
2.Voting.
(a)Each outstanding share of Common Stock shall entitle the holder thereof to one vote on each matter properly submitted to the stockholders of the Corporation for their vote, except as otherwise provided in section (C)(2)(b) of this Article IV.
(b)Except as otherwise provided by law or by the resolution or resolutions providing for the issue of any series of Preferred Stock, the holders of outstanding shares of Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes. Notwithstanding any other provision of this Second Amended and Restated Certificate of Incorporation (as the same may be further amended and/or restated from time to time, including the terms of any Preferred Stock Designation (as defined below), this “Certificate of Incorporation”) to the contrary, the holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any Preferred Stock Designation) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon pursuant to this Certificate of Incorporation (including any Preferred Stock Designation) or the DGCL.
(c)Except as otherwise required in this Certificate of Incorporation or by applicable law, the holders of Common Stock shall vote together as a single class (or, if the holders of one or more series of Preferred Stock are entitled to vote together with the holders of Common Stock, together as single class with the holders of such other series of Preferred Stock) on all matters submitted to a vote of stockholders generally.
3.Dividends. Subject to the rights of the holders of any series of Preferred Stock, the holders of Class A Common Stock shall be entitled to receive such dividends and other distributions in cash, stock or property of the Corporation when, as and if declared thereon by the Board from time to time out of assets or funds of the Corporation legally available therefor. Dividends and other distributions shall not be declared or paid on the Class B Common Stock.
4.Liquidation. Subject to the rights of the holders of any series of Preferred Stock, the holders of Class A Common Stock shall be entitled to receive the assets and funds of the Corporation available for distribution to stockholders in the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary. A liquidation, dissolution or winding up of the affairs of the Corporation, as such terms are used in this section (C)(4), shall not be deemed to be occasioned by, or to include, any consolidation or merger of the Corporation with or into any other person or a sale, lease, exchange or conveyance of all or a part of its assets. The holders of shares of Class B Common Stock, as such, shall not be entitled to receive any assets of the Corporation in the event of any dissolution, liquidation or winding up of the Corporation.
(D)Preferred Stock. Shares of Preferred Stock may be issued from time to time in one or more series. The Board is hereby authorized to provide by resolution or resolutions from time to time for the issuance, out of the unissued shares of Preferred Stock, of one or more series of Preferred Stock by filing a certificate of designation pursuant to the DGCL (a “Preferred Stock Designation”), setting forth such resolution or resolutions and, with respect to each such series, establishing the number of shares to be included in such series, and fixing the voting powers, full or limited, or no voting power of the shares of such series, and the designation, preferences and relative, participating, optional or other special rights, and the qualifications, limitations, or restrictions thereof, if any, of the shares of each such series. The powers, designation, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions thereof, if any, of each series of Preferred Stock may differ from those of any and all other series at any time outstanding. The authority of the Board with respect to each series of Preferred Stock shall include, but not be limited to, the determination of the following:
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1.the designation of the series, which may be by distinguishing name, number, letter or title;
2.the number of shares of the series, which number the Board may thereafter (except where otherwise provided in the Preferred Stock Designation) increase or decrease (but not below the number of shares thereof then outstanding);
3.the rights in respect of any dividends (or methods of determining the dividends), if any, payable to the holders of the shares of such series, any conditions upon which such dividends shall be paid, the amounts or rates at which dividends, if any, will be payable on, and the preferences, if any, of shares of such series in respect of dividends, whether such dividends, if any, shall be cumulative or noncumulative and the date or dates upon which such dividends shall be payable;
4.the redemption rights and price or prices, if any, for shares of the series, the form of payment of such price or prices (which may be cash, property or rights, including securities of the Corporation or another corporation or entity) for which, the period or periods within which and the other terms and conditions upon which the shares of such series may be redeemed, in whole or in part, at the option of the Corporation or at the option of the holder or holders thereof or upon the happening of a specified event or events, if any, including the obligation, if any, of the Corporation to purchase or redeem shares of such series pursuant to a sinking fund or otherwise;
5.the amounts payable out of the assets of the Corporation on, and the preferences, if any, of, shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation;
6.whether the shares of the series shall be convertible into or exchangeable for, shares of any other class or series, or any other security, of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made;
7.any restrictions on the issuance of shares of the same series or any other class or series;
8.the voting rights, if any, of the holders of shares of the series generally or upon specified events; and
9.any other powers, preferences and relative, participating, optional or other special rights, and the qualifications, limitations and restrictions thereof, if any, of each series of Preferred Stock, all as may be determined from time to time by the Board and stated in the resolution or resolutions providing for the issuance of such series of Preferred Stock.

Without limiting the generality of the foregoing, the resolutions providing for issuance of any series of Preferred Stock may provide that such series shall be superior to, rank equally with or be junior to any other series of Preferred Stock to the extent permitted by law.

(E)Restrictions on Transfers and Issuances.
1.No shares of Class B Common Stock may be issued except to a holder of Common Units or its Affiliates (other than the Corporation or any subsidiary of the Corporation that is a holder of Common Units), such that after such issuance of Class B Common Stock such holder (together with its Affiliates) holds an identical number of Common Units and shares of Class B Common Stock unless otherwise provided in the LLC Agreement (as defined below).
2.No shares of Class B Common Stock may be transferred by the holder thereof except (i) for no consideration to the Corporation or Baker Hughes, a GE company, LLC, in each case upon which transfer such shares shall, to the full extent permitted by law, automatically be retired or (ii) in accordance with the terms of the Stockholders Agreement (as defined herein), the Amended and Restated Limited Liability Company Agreement of Baker Hughes, a GE company, LLC, dated as of July 3, 2017, as the same may be further amended and/or restated from time to time (the “LLC Agreement”) and the Exchange Agreement, dated as of July 3, 2017, by and among Baker Hughes, a GE company, LLC, the Corporation and GE (as defined below), copies of which will be provided to any stockholder of the Corporation upon written request therefor. Any stock certificates representing shares of Class B Common Stock shall include a legend referencing the transfer restrictions set forth herein. As used in this Certificate of Incorporation, “Common Units” has the meaning assigned to such term in the LLC Agreement.
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ARTICLE V
MANAGEMENT

This Article V is inserted for the management of the business and for the conduct of the affairs of the Corporation.

(A)General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board, except as otherwise provided by law.
(B)Number of Directors. Subject to the rights of holders of any series of Preferred Stock to elect additional directors and to the Stockholders Agreement, the number of directors of the Corporation shall be fixed from time to time by resolution of the Board.
(C)Terms of Office. Subject to the rights of holders of any series of Preferred Stock to elect directors, each director shall serve for a term of one (1) year, ending on the date of the next annual meeting of stockholders following the annual meeting of stockholders at which such director was elected; provided, that the term of each such director shall continue until the election and qualification of his or her successor, subject to his or her earlier death, resignation, disqualification or removal.
(D)Vacancies. Subject to the rights of holders of any series of Preferred Stock to elect directors and to the terms of the Stockholders Agreement, any newly created directorship that results from an increase in the number of directors, or any vacancy on the Board that results from the death, resignation, disqualification or removal of any director or from any other cause, shall be filled solely by the affirmative vote of a majority of the total number of directors then in office, even if less than a quorum, or by a sole remaining director, and shall not be filled by the stockholders. Any director elected to fill a vacancy shall hold office for the remaining term of his or her predecessor and until the election and qualification of his or her successor, subject to his or her earlier death, resignation, disqualification or removal.
(E)Removal. Subject to the rights of the holders of any series of Preferred Stock and to the terms of the Stockholders Agreement, any director or the entire Board may be removed from office at any time with or without cause by the affirmative vote of the holders of a majority of the voting power of the issued and outstanding shares of capital stock entitled to vote thereon.
(F)Committees. Pursuant to the Bylaws and subject to the Stockholders Agreement, the Board may establish one or more committees to which may be delegated any or all of the powers and duties of the Board to the full extent permitted by law.

ARTICLE VI
ELECTION OF DIRECTORS

Unless and except to the extent that the Bylaws shall so require, the election of directors of the Corporation need not be by written ballot.

ARTICLE VII
EXCULPATION AND INDEMNIFICATION OF DIRECTORS

(A)Limited Liability. To the fullest extent permitted by the DGCL as the same exists or may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. No repeal or modification of this Article VII shall apply to or have any adverse effect on any right or protection of, or any limitation of the liability of, a director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.
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(B)Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation, or has or had agreed to become a director or officer of the Corporation, or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in section (D) of this Article VII, the Corporation shall be required to indemnify a Covered Person in connection with a proceeding (or part thereof) commenced by such Covered Person only if the commencement of such proceeding (or part thereof) by the Covered Person was authorized in the specific case by the Board.
(C)Prepayment of Expenses. The Corporation shall, to the fullest extent not prohibited by applicable law, as the same exists or may hereafter be amended, pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by or on behalf of the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Article VII or otherwise.
(D)Claims. If a claim for indemnification (following the final disposition of such proceeding) or advancement of expenses under this Article VII is not paid in full within thirty (30) days after a written claim therefor by the Covered Person has been received by the Corporation, the Covered Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense (including attorney’s fees) of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law.
(E)Nonexclusivity of Rights. The rights conferred on any Covered Person by this Article VII shall not be exclusive of any other rights which such Covered Person may have or hereafter acquire under any statute, provision of this Certificate of Incorporation, the Bylaws, any agreement, or pursuant to any vote of stockholders or disinterested directors or otherwise.
(F)Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article VII shall not adversely affect any right or protection hereunder of any Covered Person in respect of any act or omission occurring prior to the time of such repeal or modification.
(G)Other Indemnification and Prepayment of Expenses. This Article VII shall not limit the right of the Corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.
(H)Priority of Corporation Obligations. In the event that a Covered Person has rights of indemnification or advancement of expenses from any Person (an “Other Indemnitor”) other than the Corporation or an Affiliate of the Corporation in respect of a proceeding and also has rights of indemnification or advancement of expenses from the Corporation under this Article VII, the Corporation shall be primarily liable for indemnification and advancement of expenses to such Covered Person in respect of such proceeding and any obligation of an Other Indemnitor to provide indemnification or advancement of expenses shall be secondary to the obligations of the Corporation under this Article VII. If any Other Indemnitor pays or causes to be paid, for any reason, any amounts otherwise indemnifiable or subject to advancement under this Article VII, then (i) such Other Indemnitor shall be fully subrogated to all rights of the Covered Person with respect to the payments actually made and (ii) the Corporation shall reimburse such Other Indemnitor for the payments actually made.
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ARTICLE VIII
STOCKHOLDER ACTION

(A)Any action required or permitted to be taken by the stockholders of the Corporation may be effected at a duly called annual or special meeting of such holders or by a consent in writing by such holders in accordance with Section 228 of the DGCL and the Bylaws. In addition, any action required or permitted to be taken by the holders of any series of Preferred Stock, voting separately as a series or separately as a class with one or more other such series, may be taken without a meeting, without prior notice and without a vote, to the extent expressly so provided by the applicable Preferred Stock Designation.
(B)Except as otherwise required by law and subject to the rights of the holders of any series of Preferred Stock, special meetings of the stockholders of the Corporation for any purpose or purposes may be called at any time only (1) by or at the direction of the Board, any committee thereof, the Chairman of the Board, or the Chief Executive Officer or (2) by the Secretary of the Corporation upon the written request of the holders of a majority of the voting power of the issued and outstanding shares of Common Stock voting together as a single class. Except as provided in the preceding sentence, special meetings of the stockholders of the Corporation may not be called by any person or persons.
(C)Advance notice of stockholder nominations for election of directors and other business to be brought by stockholders before a meeting of stockholders shall be given in the manner provided by the Bylaws.

ARTICLE IX
SECTION 203 OF THE DGCL

The Corporation shall be governed by Section 203 of the DGCL (“Section 203”) if and for so long as Section 203 by its terms shall apply to the Corporation.

ARTICLE X
SEVERABILITY

If any provision or provisions (or any part thereof) of this Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (A) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Certificate of Incorporation (including, without limitation, each portion of any paragraph of this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (B) to the fullest extent possible, the provisions of this Certificate of Incorporation (including, without limitation, each such portion of any paragraph of this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service or for the benefit of the Corporation to the fullest extent permitted by law.

ARTICLE XI
AMENDMENT OF CERTIFICATE OF INCORPORATION

The Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and any other provisions authorized by the DGCL may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article XI. Subject to applicable law and to the Stockholders Agreement, and subject to the rights of the holders of any series of Preferred Stock pursuant to any Preferred Stock Designation, the affirmative vote of the holders of a majority of the voting power of the issued and outstanding shares of capital stock of the Corporation entitled to vote thereon shall be required to amend, alter, change or repeal any provision of this Certificate of Incorporation, or to adopt any new provision of this Certificate of Incorporation.

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ARTICLE XII
AMENDMENT OF BYLAWS

In furtherance and not in limitation of the powers conferred upon it by law but subject to the Stockholders Agreement, the Board is expressly authorized and empowered to adopt, amend and repeal the Bylaws by the affirmative vote of a majority of the total number of directors present at a regular or special meeting of the Board at which there is a quorum, or by unanimous written consent. The Bylaws may also be amended, altered or repealed and new Bylaws may be adopted by the affirmative vote of the holders of a majority of the voting power of the issued and outstanding shares of capital stock of the Corporation entitled to vote thereon.

ARTICLE XIII
FORUM

Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if such court does not have jurisdiction, the Superior Court of the State of Delaware, or, if such other court does not have jurisdiction, the United States District Court for the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (A) any derivative action or proceeding brought on behalf of the Corporation, (B) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or employee of the Corporation to the Corporation or the Corporation’s stockholders, (C) any action asserting a claim arising pursuant to any provision of the DGCL, or (D) any action asserting a claim governed by the internal affairs doctrine. To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XIII.

ARTICLE XIV
CORPORATE OPPORTUNITIES

(A)General. In recognition and anticipation (1) that the Corporation will not be a wholly owned subsidiary of GE and that GE will be a significant stockholder of the Corporation, (2) that directors, officers and/or employees of GE may serve as directors and/or officers of the Corporation, (3) that, subject to any contractual arrangements that may otherwise from time to time be agreed to between GE and the Corporation including the Stockholders Agreement, GE may engage in the same, similar or related lines of business as those in which the Corporation, directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which the Corporation, directly or indirectly, may engage, (4) that GE may have an interest in the same areas of corporate opportunity as the Corporation and Affiliated Companies thereof, and (5) that, as a consequence of the foregoing, it is in the best interests of the Corporation that the respective rights and duties of the Corporation and of GE, and the duties of any directors and/or officers of the Corporation who are also directors, officers and/or employees of GE, be determined and delineated in respect of any transactions between, or opportunities that may be suitable for both, the Corporation and Affiliated Companies thereof, on the one hand, and GE, on the other hand, the sections of this Article XIV shall to the fullest extent permitted by law regulate and define the conduct of certain of the business and affairs of the Corporation in relation to GE and the conduct of certain affairs of the Corporation as they may involve GE and its directors, officers and/or employees, and the power, rights, duties and liabilities of the Corporation and its officers, directors and stockholders in connection therewith. To the fullest extent permitted by law, any Person purchasing or otherwise acquiring any shares of capital stock of the Corporation, or any interest therein, shall be deemed to have notice of and to have consented to the provisions of this Article XIV.
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(B)Certain Agreements and Transactions Permitted. The Corporation has entered into the Stockholders Agreement with GE, and, subject to the Stockholders Agreement, may from time to time enter into and perform, and cause or permit any Affiliated Company of the Corporation to enter into and perform, one or more agreements (or modifications or supplements to pre-existing agreements) with GE pursuant to which the Corporation or an Affiliated Company thereof, on the one hand, and GE, on the other hand, agree to engage in transactions of any kind or nature with each other and/or agree to compete, or to refrain from competing or to limit or restrict their competition, with each other, including to allocate and to cause their respective directors, officers and/or employees (including any who are directors, officers and/or employees of both) to allocate opportunities between or to refer opportunities to each other. Subject to section (D) of this Article XIV, and except as otherwise agreed in writing (including in the Stockholders Agreement), no such agreement, or the performance thereof by the Corporation or any Affiliated Company thereof, or GE, shall, to the fullest extent permitted by law, be considered contrary to (1) any fiduciary duty that GE may owe to the Corporation or any Affiliated Company thereof or to any stockholder or other owner of an equity interest in the Corporation or an Affiliated Company thereof by reason of GE being a controlling or significant stockholder of the Corporation or of any Affiliated Company thereof or participating in the control of the Corporation or of any Affiliated Company thereof or (2) any fiduciary duty owed by any director and/or officer of the Corporation or any Affiliated Company thereof who is also a director, officer and/or employee of GE to the Corporation or such Affiliated Company, or to any stockholder thereof. Subject to section (D) of this Article XIV, to the fullest extent permitted by law, GE, as a stockholder of the Corporation or any Affiliated Company thereof, or as a participant in control of the Corporation or any Affiliated Company thereof, shall not have or be under any fiduciary duty to refrain from entering into any agreement or participating in any transaction referred to above, and no director and/or officer of the Corporation who is also a director, officer and/or employee of GE shall have or be under any fiduciary duty to the Corporation or any Affiliated Company thereof to refrain from acting on behalf of the Corporation or any Affiliated Company thereof or of GE in respect of any such agreement or transaction or performing any such agreement in accordance with its terms.
(C)Business Activities. Except as otherwise agreed in writing between the Corporation and GE, including in the Stockholders Agreement, and subject to section (D) of this Article XIV, GE shall to the fullest extent permitted by law have no duty to refrain from (1) engaging in the same or similar activities or lines of business as the Corporation or (2) doing business with any client, customer or vendor of the Corporation, and (except as provided in section (D) of this Article XIV below) neither GE nor any officer, director and/or employee thereof shall, to the fullest extent permitted by law, be deemed to have breached its fiduciary duties, if any, to the Corporation solely by reason of GE’s engaging in any such activity. Except as otherwise agreed in writing between the Corporation and GE, in the event that GE acquires knowledge (other than through its position as a stockholder of the Corporation or through any of its directors, officers or employees that are also directors, officers or employees of the Corporation) of a potential transaction or matter that may be a corporate opportunity for both the Corporation and GE, GE shall to the fullest extent permitted by law have fully satisfied and fulfilled its fiduciary duty with respect to such corporate opportunity, and the Corporation to the fullest extent permitted by law renounces any interest or expectancy in such business opportunity and waives any claim that such business opportunity constituted a corporate opportunity that should have been presented to the Corporation or any Affiliated Company thereof, if GE acts in a manner consistent with the following policy: if GE acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both the Corporation and GE, such corporate opportunity shall belong to GE unless such opportunity was expressly offered to GE in its capacity as a stockholder of the Corporation. In the case of any corporate opportunity in which the Corporation has renounced its interest and expectancy in the previous sentence, GE shall to the fullest extent permitted by law not be liable to the Corporation or its stockholders for breach of any fiduciary duty as a stockholder of the Corporation by reason of the fact that GE acquires or seeks such corporate opportunity for itself, directs such corporate opportunity to another Person, or otherwise does not communicate information regarding such corporate opportunity to the Corporation.
(D)Corporate Opportunities. Except as otherwise agreed in writing between the Corporation and GE, in the event that a director and/or officer of the Corporation who is also a director, officer and/or employee of GE acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both the Corporation and GE, such director and/or officer shall to the fullest extent permitted by law have fully satisfied and fulfilled his or her fiduciary duty with respect to such corporate opportunity, and the Corporation to the fullest extent permitted by law renounces any interest or expectancy in such business opportunity and waives any claim that such business opportunity constituted a corporate opportunity that should have been presented to the Corporation or any Affiliated Company thereof, if such director and/or officer acts in a manner consistent with the following policy:
1.such a corporate opportunity offered to any person who is a director but not an officer or employee of the Corporation and who is also a director, officer and/or employee of GE shall belong to the Corporation only if such opportunity is expressly offered to such person in his or her capacity as a director of the Corporation and otherwise shall belong to GE; and
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2.such a corporate opportunity offered to any person who is an officer or employee of the Corporation and also is a director, officer and/or employee of GE shall belong to the Corporation unless such opportunity is expressly offered to such person in his or her capacity as a director, officer and/or employee of GE, in which case such opportunity shall belong to GE.

(E)       Certain Definitions. For purposes of this Article XIV, (1) “Affiliated Company” in respect of the Corporation shall mean any entity controlled by the Corporation, (2) “corporate opportunities” shall include, but not be limited to, business opportunities that the Corporation is financially able to undertake, which are, from their nature, in the line of the Corporation’s business, are of practical advantage to it and are ones in which the Corporation, but for sections (C) and (D) of this Article XIV, would have an interest or a reasonable expectancy, and in which, by embracing the opportunities, the self-interest of GE or its directors, officers and/or employees will be brought into conflict with that of the Corporation, and (3) “GE” shall mean General Electric Company and its Affiliates (other than the Corporation and any entity that is controlled by the Corporation).

ARTICLE XV
STOCKHOLDERS AGREEMENT

For so long as that certain Stockholders Agreement, dated as of July 3, 2017, by and between the Corporation and GE, as amended from time to time, a copy of which will be provided to any stockholder of the Corporation upon written request therefor, (the “Stockholders Agreement”), is in effect, the provisions of the Stockholders Agreement shall be incorporated by reference into the relevant provisions hereof, and such provisions shall be interpreted and applied in a manner consistent with the terms of the Stockholders Agreement.

ARTICLE XVI
CERTAIN DEFINITIONS

Except as otherwise provided in this Certificate of Incorporation, the following definitions shall apply to the following terms as used in this Certificate of Incorporation:

(A)Affiliate” shall mean (1) in respect of GE, any Person that, directly or indirectly, is controlled by GE, controls GE or is under common control with GE and shall include any principal, member, director, partner, stockholder, officer, employee or other representative of any of the foregoing (other than the Corporation and any entity that, directly or indirectly, is controlled by the Corporation); and (2) in respect of the Corporation, any Person that, directly or indirectly, is controlled by the Corporation.
(B)GE” shall mean General Electric Company.
(C)Person” shall mean an individual, a firm, a corporation, a partnership, a limited liability company, an association, a joint venture, a joint stock company, a trust, an unincorporated organization or similar company, or any other entity.

 

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IN WITNESS WHEREOF, this Second Amended and Restated Certificate of Incorporation, which restates and integrates and further amends the provisions of the Second Amended and Restated Certificate of Incorporation of this Corporation, and which has been duly adopted in accordance with Sections 228, 242 and 245 of the Delaware General Corporation Law, has been executed by its duly authorized officer on , 2019.

 

  BAKER HUGHES, A GE COMPANY
  By:  
    Name: Lee Whitley
    Title: Corporate Secretary

 

 

 

 

 

 

 

 

[Signature Page to Second Amended and Restated Charter]

   

 

IN WITNESS WHEREOF, this Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation, which has been duly adopted in accordance with Sections 242 of the Delaware General Corporation Law, has been executed by its duly authorized officer on , 2019.

 

 

       
  Baker Hughes Company
     
  By:  

 

      Name: Lee Whitley
      Title:   Corporate Secretary

 

 

 

 

 

 

 

 

[Signature Page to Second Amended and Restated Charter]

   

 

Baker Hughes, a GE company

17021 Aldine Westfield Road

Houston, Texas 77073

 

 

 

September 11, 2019

 

 

General Electric Company
33-41 Farnsworth Street
Boston, Massachusetts 02210

 

 

Ladies and Gentlemen:

 

We are in receipt of the Consent in Lieu of Meeting of Stockholders, dated today (the “Written Consent”). Capitalized terms used but not defined herein shall have the meanings given to those terms in the Written Consent.

 

In consideration of the delivery of the Written Consent, we agree to take all necessary action (including the preparation and dissemination of the information statement referenced in the Written Consent, and the filing of any certificate required by the DGCL) to cause the Name Change to become effective as promptly as is practicable after the date hereof.

 

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  Very truly yours,

BAKER HUGHES, A GE COMPANY
  By: /s/ Lee Whitley
    Name:  Lee Whitley
   

Title: Corporate Secretary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

 

 

Acknowledged and agreed:

GENERAL ELECTRIC COMPANY

  By: /s/ John Godsman
    Name:  John Godsman
    Title:  Vice President

 

 

 

 

 

 

 

 

 

 

   

 

[EXECUTION VERSION]

 

September 11, 2019

 

J.P. Morgan Securities LLC

c/oJ.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179

 

Ladies and Gentlemen:

Substantially concurrently with the execution of this agreement (this “Agreement”), the undersigned and certain of its subsidiaries entered into an Underwriting Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, as Representative of the several Underwriters (the “Representative”), and Baker Hughes, a GE company, a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representative, of 115,000,000 shares (the “Shares”) of Class A Common Stock, par value $0.0001 per share, of the Company. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.

To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned General Electric Company, on behalf of itself and each of its subsidiaries, other than BHGE and its subsidiaries (collectively, the “Restricted Parties”), hereby agrees that, without the prior written consent of the Representative on behalf of the Underwriters, the Restricted Parties will not, during the period ending 90 days after the date of the Prospectus (the “Restricted Period”), (a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of (collectively, “Transfer”), directly or indirectly, any shares of any class of stock of the Company or any limited liability company units or other membership interests of BHGE LLC (collectively, the “BHGE Securities”) or any other securities convertible into or exercisable or exchangeable for any BHGE Securities (collectively, the “Restricted Securities”); (b) enter into any swap or other arrangement that Transfers to another, in whole or in part, any of the economic consequences of ownership of any BHGE Securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of BHGE Securities or such other securities, in cash or otherwise; (c) file any registration statement with the Commission relating to the offering of any Restricted Securities or (d) publicly announce any intention to engage in any of the transactions described in clauses (a) through (c) above; provided that this clause (d) shall not apply to disclosure by a Restricted Party of its general intent with respect to its BHGE Securities if such disclosure makes no reference to any specific transaction of the type described in clause (a), (b) or (c).

   

 

The restrictions contained in the preceding paragraph shall not apply to (a) the issuance by the Company and sale by the Sellers of the Shares to be sold pursuant to the Underwriting Agreement and the registration of the offer and sale of the Shares under the Securities Act, (b) the Repurchase, (c) transactions by a Restricted Party relating to BHGE Securities or other securities acquired in open market transactions after the completion of the offering of the Shares, provided that any Restricted Securities transferred pursuant to clause (e) below shall be deemed to not have been acquired in open market transactions for purposes of this clause (c), (d) the exchange of Paired Interests pursuant to the Exchange Agreement, provided that, for the avoidance of doubt, any Restricted Securities received by a Restricted Party pursuant to such conversion or exchange shall be subject to all of the restrictions set forth herein, (e) Transfers by a Restricted Party of Restricted Securities; provided that (i) each transferee, only to the extent such transferee is not a Restricted Party at the time of such transfer, shall enter into a written agreement accepting the restrictions set forth herein as if it were a Restricted Party and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of a Restricted Party or the Company in connection with any Transfer permitted pursuant to this clause (e), it shall include a statement to the effect that the Restricted Securities being Transferred remain subject to the restrictions set forth herein for the remainder of the Restricted Period; (f) Transfers of Restricted Securities to the Company or BHGE LLC or any of their respective subsidiaries; provided that any Restricted Securities received by the Company or BHGE LLC or any of their respective subsidiaries pursuant to such Transfer shall be subject to all of the restrictions set forth in Section 3 of the Underwriting Agreement, (g) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the Transfer of Restricted Securities, provided that (i) such plan does not provide for the Transfer of Restricted Securities during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of a Restricted Party or the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no Transfer of Restricted Securities may be made under such plan during the Restricted Period, or (h) Transfers of Restricted Securities pursuant to a bona fide third party tender offer, merger, consolidation, stock exchange or similar transaction involving a Change of Control (as defined below) of the Company; provided, that (i) any such transaction is not solicited by any of the Company, the Restricted Parties or any of their respective affiliates and (ii) in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Restricted Parties’ Restricted Securities shall remain subject to the restrictions contained in this Agreement. For purposes of clause (h) above, “Change of Control” shall mean the consummation of any bona fide third party tender offer, merger, purchase, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of at least 75% of the total voting power of the voting stock of the Company. In addition, GE, on behalf of itself and each of the other Restricted Parties, agrees that, without the prior written consent of the Representative on behalf of the Underwriters, the Restricted Parties will not, during the Restricted Period, make any demand for, or exercise any right with respect to, the registration of any Restricted Securities if such demand or exercise would result in a public announcement of or public filing (whether of a registration statement with the SEC or any other public filing) with respect to the same during the Restricted Period.

 

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The undersigned understands that the Company and the Underwriters are relying upon this Agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this Agreement is irrevocable and shall be binding upon the undersigned’s affiliates, legal representatives, successors and assigns.

 

Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters.

 

This Agreement shall automatically terminate upon the earliest to occur, if any, of (a) the date of termination of the Underwriting Agreement if such date occurs prior to payment for the Firm Securities, or (b) September 26, 2019, if the Closing Date has not occurred on or prior to such date.

 

This Agreement, and any claim, controversy or dispute arising under or related to this Agreement, shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to its conflicts of laws principles. This Agreement may be executed by facsimile or .pdf signature and a facsimile or .pdf signature shall constitute an original for all purposes.

 

[Signature page follows]

 

 

 

 

 

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Very truly yours,

GENERAL ELECTRIC COMPANY, on behalf of itself and each of the other Restricted Parties

  By: /s/ John Godsman
    Name: John Godsman
    Title: Vice President

 

 

 

 

 

 

 

 

 

[Signature Page to Selling Stockholder Lock-Up Agreement]