LONDON & HOUSTON--(BUSINESS WIRE)--Dec. 11, 2017--
Baker Hughes, a GE company (NYSE: BHGE) (“BHGE”) announced today that
the previously announced cash tender offers (the “Any and All Tender
Offers”) by its subsidiary, Baker Hughes, a GE company, LLC (“BHGE LLC”)
to purchase any and all of its or its subsidiaries’ outstanding 6.000%
Senior Notes due 2018 (the “6.000% 2018 Notes”) and 7.500% Senior Notes
due 2018 (the “7.500% 2018 Notes” and, together with the 6.000% 2018
Notes, the “Any and All Notes”) expired at 5:00 p.m., New York City
time, on December 8, 2017.
According to information provided by D.F. King & Co., Inc., the tender
and information agent for the Any and All Tender Offers, $24,920,000
aggregate principal amount of the 6.000% 2018 Notes and $79,805,000
aggregate principal amount of the 7.500% 2018 Notes were validly
tendered prior to or at the expiration of the Any and All Tender Offers
and not validly withdrawn. This amount does not include any amount of
the Any and All Notes tendered pursuant to the guaranteed delivery
procedures described in the Offer to Purchase, dated December 4, 2017
(the “Offer to Purchase”). The Any and All Tender Offers were made
pursuant to the Offer to Purchase.
The conditions to the Any and All Tender Offers have been satisfied and
BHGE LLC accepted for purchase today, December 11, 2017, all Any and All
Notes that were validly tendered prior to the expiration of the Any and
All Tender Offers and not validly withdrawn. BHGE LLC paid the
applicable total consideration for each $1,000 principal amount of Any
and All Notes tendered and accepted for payment, plus accrued and unpaid
interest up to, but not including, today, December 11, 2017, the
settlement date of the Any and All Tender Offers.
BHGE LLC funded the purchase of the Any and All Notes 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 today, December 11, 2017.
BHGE LLC intends to redeem (or cause the applicable issuer to redeem)
any remaining Any and All Notes not purchased in the Any and All Tender
Offers in accordance with the relevant indentures. This press release
does not constitute a notice of redemption of the Any and All Notes.
In addition to the Any and All Tender Offers, BHGE previously announced
BHGE LLC’s pending tender offers to purchase for cash (the “Maximum
Tender Offers,” and, together with the Any and All Tender Offers, the
“Tender Offers”) up to $175 million in aggregate purchase price of BHGE
LLC’s or its subsidiaries’ outstanding 8.550% debentures due 2024 and
6.875% notes due 2029 (together with the Any and All Notes, the
“Securities”). Holders are urged to read the Offer to Purchase carefully
before making any decision with respect to Tender Offers.
BHGE LLC has retained Morgan Stanley & Co. LLC and Barclays Capital Inc.
to serve as dealer managers for the Tender Offers. D.F. King & Co., Inc.
has been retained to serve as the information agent and the depositary
for the Tender Offers.
Questions regarding the 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. The Offer
to Purchase and, in connection with the Any and All Notes, the notice of
guaranteed delivery may be accessed at the following link: http://www.dfking.com/bhge
or obtained from 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@example.com.
This news release shall not be construed as an offer to purchase
or sell or a solicitation of an offer to purchase or sell any of the
Securities or any other securities.BHGE LLC, subject to
applicable law, may amend, extend or terminate the Tender Offers and may
postpone the acceptance for purchase of, and payment for, the Securities
so tendered.The Tender Offers are not being made in any
jurisdiction in which the making or acceptance thereof would not be in
compliance with the securities, blue sky or other laws of such
jurisdiction.None of BHGE, BHGE LLC, the dealer managers,
the information agent or the depositary makes any recommendations as to
whether holders of the Securities should tender their Securities
pursuant to the Tender Offers.
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
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.
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Source: Baker Hughes, a GE company
Baker Hughes, a GE company
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