Baker Hughes, a GE company (NYSE: BHGE) today announced the pricing of a secondary offer (the "Offer") of 115 million shares of the BHGE Class A share, denominated $ 0.0001 per share (the "A Share"). ") share") of 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 shareholders") at a price to the public of $ 21.50 per share, the underwriters will have a 30-day option to purchase up to an additional 17.25 million shares of Class A shares from the selling shareholders. to end on September 16, 2019, subject to the usual closing conditions.
BHGE does not offer Class A shares in the offering and will not receive any proceeds from the sale of shares in the offering.
J.P. Morgan, Citigroup, Goldman Sachs & Co. LLC and Morgan Stanley act as senior leading accountants for the offering. BofA Merrill Lynch, BNP PARIBAS and Evercore ISI act as joint accountants for the offer.
In addition, BHGE announced that it has agreed to repurchase ("the repurchase of shares") from one or more of GE and its affiliates, in a privately negotiated transaction, 11,865,211 shares of BHGE Class B common stock, denomination $ 0.0001 pr. share (the "Class B Share"), together with an equally significant membership interest in Baker Hughes, a GE Company, LLC (the "LLC Entities") at a price equal to the price per share that the Insurers purchase shares from the selling shareholders in the offering. The company intends to finance share purchases with cash on hand and other available sources of liquidity. Although the repurchase of shares is subject, inter alia, to the closing of the offer and will be completed immediately after the offer, the closing of the offer is not conditional on the share being repurchased. The offer and repurchase of shares is unanimously approved by the company's board of directors, and the share purchase is also unanimously approved by the conflict committee of the company's board of directors consisting of independent directors who are not affiliated with the selling shareholders.
When the offer is completed, GE and its affiliates will cease to own more than 50% of the voting power of all classes of BHGE's voting shares. This will, among other things, reduce the number of individuals that GE has the right to appoint to the BHGE board from five to one. GE has informed the company that it intends for John G. Rice to remain on the board of BHGE as its employee and for Jamie S. Miller and James J. Mulva to send their resignations to the conflict committee for the company's board. Lorenzo Simonelli and W. Geoffrey Beattie are expected to continue serving on the company's board of directors, but not as GE designing.
The offer for these securities is made in accordance with an effective shelf registration statement. The offer is made only with the help of a prospectus and prospectus supplement. A copy of the prospectus and prospectus supplement to these securities may be obtained, when available, from JP Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by calling 1-866-803-9204, or by email at firstname.lastname@example.org, and Citigroup Global Markets Inc., Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by calling 1-800-831-9146.
This press release shall not constitute an offer to sell or solicit an offer to purchase, nor shall the sale of these securities in any state or jurisdiction where such offer, request or sale will be unlawful before registering or qualifying under the securities laws of such a state or jurisdiction.
About Baker Hughes, a GE company
BHGE (NYSE: BHGE) is the world's first and only full-stream supplier of integrated oilfield products, services and digital solutions. We use tanks and machines to improve customer productivity, safety and environmental management, while minimizing costs and risks at every stage of the energy chain. With operations in over 120 countries, we add over a hundred years of experience to the spirit of a startup – and invent smarter ways to bring energy to the world.
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This news paper contains "forward-looking statements" as defined in Section 27A of the Securities Act, 1939, with amendments (the "Securities Act"), and the Exchange Act section 21E. All statements, other than historical facts, including statements about the presentation of our business in future reports and any assumptions underlying the foregoing, are forward-looking statements. Forward-looking statements relate to future circumstances and results and other statements that are not historical facts and are sometimes identified by the words "can", "will", "should", "potential", "think", "expect", "try," "search", "predict", "estimate", "overestimate", "underestimate", "believe", "could", "project", "" predict "," continue "," measure "or other similar words or terms Forward-looking statements are based on current plans, estimates and expectations that are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or if underlying assumptions prove to be incorrect, actual results may differ materially which is implied or anticipated by such forward-looking statements.The inclusion of such statements should not be considered as a representation that such plans, estimates or expectations will be achieved.
Important factors that may cause actual results to differ materially from such plans, estimates or expectations include, among other things, the risk factors identified in the "Risk Factors" section of the Annual Report for Form 10-K for the year ended December 31, 2018, the quarterly reports on Form 10-Q for the quarterly period ended March 31, 2019 and the quarterly period ended June 30, 2019, and those specified from time to time in other filings of the BHGE with the SEC. These documents are available through our website or through the SEC's electronic data collection and analysis system, at http://www.sec.gov .
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