UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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The Securities Exchange Act of 1934
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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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
(d)
On October 22, 2021, the Board of Directors of Baker Hughes Company (“Baker Hughes”) determined to voluntarily withdraw the principal listing of Baker Hughes’ shares of Class A Common Stock, $0.0001 par value per share (the “Class A Shares”) and Baker Hughes Holdings LLC’s 5.125% Senior Notes due 2040 (the “Notes”) from the New York Stock Exchange (“NYSE”) and transfer the listing of the Class A Shares and the Notes to The Nasdaq Stock Market LLC (“Nasdaq”).
Baker Hughes expects that listing and trading of its Class A Shares and the Notes on NYSE will end at market close on December 6, 2021, and that trading will begin on Nasdaq at market open on December 7, 2021.
Item 7.01. Regulation FD Disclosure
Baker Hughes issued the press release attached hereto as Exhibit 99.1 in connection with the transfer of the principal listing of the Class A Shares and the Notes to Nasdaq.
The information in Items 7.01 and 9.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description |
| 99.1 | Press release issued by Baker Hughes Company dated October 27, 2021. |
| 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 Company | |||||
| Date: | October 27, 2021 | By: | /s/ Lee Whitley | ||
| Name: | Lee Whitley | ||||
| Title: | Vice President and Corporate Secretary | ||||
| Baker Hughes Holdings LLC | |||||
| Date: | October 27, 2021 | By: | /s/ Lee Whitley | ||
| Name: | Lee Whitley | ||||
| Title: | Vice President and Corporate Secretary | ||||
Exhibit 99.1
Baker Hughes Announces Transfer of Stock Exchange Listing to Nasdaq
| · | Baker Hughes joins a select group of companies at the forefront of technology, innovation and sustainability |
| · | Baker Hughes’ Class A Common stock and all listed bonds will transfer from NYSE to Nasdaq; stock ticker symbol will remain "BKR" |
HOUSTON & LONDON--(BUSINESS WIRE)--Oct. 27, 2021-- Baker Hughes Company (NYSE: BKR) and Baker Hughes Holdings LLC (“BHH LLC”) (together “Baker Hughes” or the “Company”) announced today it will transfer the listing of its Class A common stock and listed bonds from the New York Stock Exchange to the Nasdaq Global Select Market ("Nasdaq"). Baker Hughes expects to commence trading as a Nasdaq-listed company upon market open on December 7, 2021. Baker Hughes' Class A common stock will continue trading under the ticker symbol "BKR" after the transfer.
"Baker Hughes is a leading global energy technology company, providing solutions for energy and industrial customers worldwide, and today’s announcement strongly aligns to our current and future strategic roadmap to take energy forward," said Lorenzo Simonelli, Baker Hughes chairman and CEO. "The transition to Nasdaq provides us with greater cost savings, and Nasdaq's long tradition of listing industry-leading technology companies aligns well with Baker Hughes’ mission to lead the energy transition."
“Baker Hughes is leading the energy transition across the industrial landscape through technology. The company's listing on Nasdaq will provide them access to the deepest pool of liquidity in the U.S. equity market, creating value for shareholders and providing more opportunities for the company’s forward momentum," said Adena Friedman, president and chief executive officer of Nasdaq. "We are delighted to welcome Baker Hughes to our family of innovative companies."
About Baker Hughes
Baker Hughes (NYSE: BKR) is an energy technology company that provides solutions for energy and industrial customers worldwide. Built on a century of experience and with operations in over 120 countries, our innovative technologies and services are taking energy forward – making it safer, cleaner and more efficient for people and the planet. Visit us at bakerhughes.com.
Cautionary Statement
Statements in this press release that are "forward-looking statements" are based on currently available information, operating plans and projections about future events and trends. Forward-looking statements inherently involve risks and uncertainties. For information on certain factors that could cause actual events or results to differ materially from our expectations, please see Baker Hughes’ filings with the Securities and Exchange Commission, including its most recent annual report on Form 10-K and subsequent reports on Forms 10-Q and 8-K. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. Baker Hughes undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Investor
Relations
Jud Bailey
+1 281-809-9088
investor.relations@bakerhughes.com
Media Relations
Thomas Millas
+1 713-879-2862
thomas.millas@bakerhughes.com