Baker Hughes, a GE company Announces Final Results of Maximum Tender Offers by Baker Hughes, a GE company, LLC
LONDON & HOUSTON–(BUSINESS WIRE)–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validly tendered and not validly withdrawn in the Maximum Tender Offers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Notes were validly tendered and not withdrawn in the Maximum Tender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were validly tendered and not validly withdrawn in the Maximum Tender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 [email protected].
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.
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.
Contacts
Baker Hughes, a GE company
Investor Contact:
Philipp Mueller,
+1 281-809-9088
[email protected]
Media
Contacts:
Stephanie Cathcart, +1 202-549-6462
[email protected]
Melanie
Kania, +1 713-439-8303
[email protected]