Baker Hughes Co — Capital/Financing Update 2017

Dec 4, 2017

8-K 1 ss69963_8k.htm CURRENT REPORT

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): December 4, 2017

BAKER HUGHES, A GE COMPANY BAKER HUGHES, A GE COMPANY, LLC

(Exact name of registrant as specified in its charter)

Delaware	1-38143	81-4403168	Delaware	1-09397	76-0207995
(State of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)	(State of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

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. ☐

Item 7.01. Regulation FD

On December 4, 2017, Baker Hughes, a GE company announced the commencement of cash tender offers by its subsidiary, Baker Hughes, a GE company, LLC (“BHGE LLC”) for (1) any and all of BHGE LLC’s and its subsidiaries’ outstanding (i) 7.500% senior notes due 2018 and (ii) 6.000% senior notes due 2018 (the “Any and All Tender Offers”) and (2) up to an aggregate principal amount of BHGE LLC’s and its subsidiaries’ outstanding (i) 8.550% debentures due 2024 and (ii) 6.875% senior notes due 2029 (the “Maximum Tender Offers” and, together with the Any and All Tender Offers, the “Tender Offers”) that BHGE LLC can purchase for an aggregate maximum purchase price of up to $175 million (excluding accrued and unpaid interest and fees and expenses related to the Maximum Tender Offers). The Tender Offers are being made exclusively pursuant to an Offer to Purchase dated December 4, 2017, which sets forth the terms and conditions of the Tender Offers. A copy of the news release announcing the Tender Offers is attached to this Current Report as Exhibit 99.1.

This Current Report does not constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.

As provided in General Instruction B.2 of Form 8-K, the information in this Item 7.01 and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
Exhibit 99.1	News Release dated December 4, 2017 relating to the Tender Offers

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.

/s/ Lee Whitley
Lee Whitley Corporate Secretary

/s/ Lee Whitley
Lee Whitley Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	News Release dated December 4, 2017 relating to the Tender Offers