BOSTON – November 14, 2018 – GE (NYSE: GE) announced today the pricing of a secondary offering (the “offering”) of 92,000,000 shares of Class A common stock, par value $0.0001 per share (the “Class A common stock”) of Baker Hughes, a GE company (“BHGE”), at a price to the public of $23.00 per share. The underwriters have a 30-day option to purchase up to an additional 9,200,000 shares of Class A common stock from GE or one or more of its affiliates (such option, the “option” and, such shares, the “option shares”). The offering is expected to close on November 16, 2018, subject to customary closing conditions.
In addition, as previously announced, GE has agreed to sell to BHGE, in a privately negotiated transaction (a) 65,000,000 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”) (the “base share repurchase”), and (b) a number of shares of Class B common stock, together with an equal number of associated LLC units, corresponding to the number of option shares not purchased by the underwriters pursuant to the option (together with the base share repurchase, the “share repurchase”), in each case at a price equal to the price per share at which the underwriters will purchase shares of Class A common stock from GE in the offering. The maximum aggregate purchase price for the share repurchase is $1.5 billion. The base share repurchase is expected to close concurrently with the closing of the offering on November 16, 2018. Although the share repurchase is conditioned upon, among other things, the closing of the offering, the closing of the offering is not conditioned upon the closing of the share repurchase.
The offering of the securities is being made pursuant to an effective shelf registration statement. The offering is being made only by means of a prospectus and prospectus supplement. A copy of the prospectus and prospectus supplement relating to these securities may be obtained, when available, from: Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, Second Floor, New York, NY 10014; and J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by phone at 1-866-803-9204, or by email at firstname.lastname@example.org.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Caution Concerning Forward Looking Statements:
This document contains “forward-looking statements" - that is, statements related to future, not past, events. In this context, forward-looking statements often address our expected future business and financial performance and financial condition, and often contain words such as "expect," "anticipate," "intend," "plan," "believe," "seek," "see," "will," "would," “estimate,” “forecast,” "target," “preliminary,” or “range.”
Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, the risk factors that are described in “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2017 and our Quarterly Reports on Form 10-Q for the quarters ended June 30, 2018 and September 30, 2018 and the risk factors that are described in “Forward-Looking Statements” in BHGE’s most recent earnings release or SEC filings. These documents are available through our website or through the SEC’s Electronic Data Gathering and Analysis Retrieval system at http://www.sec.gov.
These or other uncertainties may cause our actual future results to be materially different than those expressed in our forward-looking statements. We do not undertake to update our forward-looking statements.
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About Baker Hughes, a GE company
BHGE (NYSE: BHGE) is the world’s first and only 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.
Todd Ernst, 617.443.3400
Jennifer Erickson, 646.682.5620