Baker Hughes, a GE company Announces Closing of Secondary Offering by GE and its Share Repurchase
Baker Hughes, a GE company (NYSE: BHGE or the “Company”) announced today the closing of a secondary offering (the “offering”) of 132.25 million shares of BHGE Class A common stock, par value $0.0001 per share (the “Class A common stock”) by General Electric Company (“GE”) and GE Oil & Gas US Holdings I, Inc., GE Holdings (US), Inc. and GE Oil & Gas US Holdings IV, Inc. (collectively, together with GE, the “selling stockholders”) at a price to the public of $21.50 per share. This closing includes the underwriters’ exercise of their option in full, purchasing an additional 17.25 million shares of Class A common stock from the selling stockholders.
BHGE did not offer any shares of Class A common stock in the offering and did not receive any proceeds from the sale of shares in the offering.
J.P. Morgan, Citigroup, Goldman Sachs & Co. LLC and Morgan Stanley acted as joint lead book-running managers for the offering. BofA Merrill Lynch, BNP PARIBAS and Evercore ISI acted as joint book-running managers for the offering.
In addition, BHGE announced that it repurchased (the “share repurchase”) from one or more of GE and its affiliates, in a privately negotiated transaction, 11,865,211 shares of BHGE Class B common stock, par value $0.0001 per share (the “Class B common stock”), together with an equal number of associated membership interests of Baker Hughes, a GE company, LLC (the “LLC units”) at a price equal to the price per share at which the underwriters purchased shares of Class A common stock from the selling stockholders in the offering.
As a result of this offering, GE and its affiliates ceased to hold more than 50% of the voting power of all classes of BHGE’s voting stock. Among other things, this reduced the number of individuals who GE is entitled to designate to BHGE’s board of directors from five to one. GE has informed the Company that it has selected John G. Rice to remain on the BHGE board of directors as its designee and that Jamie S. Miller and James J. Mulva will submit their resignations to the Conflicts Committee of the Company’s board of directors. Lorenzo Simonelli and W. Geoffrey Beattie will continue to serve on the Company’s board of directors but not as GE designees. In addition, BHGE intends to change its corporate name to Baker Hughes Company, known as Baker Hughes. Following the name change, the Class A common stock will trade on the New York Stock Exchange under the symbol “BKR.”