SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 19, 2018
BAKER HUGHES, A GE
|(Exact name of registrant as specified in its charter)|
|(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 8.01 Other Events
As previously disclosed, on November 14, Baker Hughes, a GE company (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with General Electric Company (the “Selling Stockholder”) and Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters listed in Schedule II thereto (the “Underwriters”), relating to an underwritten secondary public offering of 92,000,000 shares of Class A common stock, par value $0.0001 per share (the “Class A common stock”), of the Company being sold by the Selling Stockholder. Under the terms of the Underwriting Agreement, the Underwriters have a 30-day option period to purchase up to 9,200,000 additional shares of Class A common stock (the “Option”) from the Selling Stockholder (the “Option Share Offering”).
On November 16, 2018, the Underwriters exercised the Option in full, and the Option Share Offering closed on November 19, 2018.
Item 9.01 Financial Statements and Exhibits.
|5.1||Opinion of Davis Polk & Wardwell LLP|
|23.1||Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)|
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.
|BAKER HUGHES, A GE COMPANY|
|Dated: November 19, 2018||By:||/s/ Lee Whitley|
Davis Polk & Wardwell LLP
450 Lexington Avenue
212 450 4000 tel
212 701 5800 fax
November 19, 2018
Baker Hughes, a GE company
17021 Aldine Westfield Road
Houston, Texas 77073
Ladies and Gentlemen:
Baker Hughes, a GE company, a Delaware corporation (the “Company”), has filed with the Securities and Exchange Commission a Registration Statement on Form S-3 (File No. 333-228341) (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), certain securities, including the 9,200,000 shares of its Class A common stock, par value $0.0001 per share (the “Additional Securities”) to be sold pursuant to the Underwriters’ exercise of their option to purchase the Additional Securities under the Underwriting Agreement dated November 14, 2018 (the “Underwriting Agreement”) among the Company, the selling stockholder named in Schedule I therein (the “Selling Stockholder”) and the several underwriters named in Schedule II therein (the “Underwriters”).
We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.
In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.
Based upon the foregoing, we advise you that, in our opinion, when the Additional Securities have been issued and delivered against payment therefor in accordance with the terms of the Underwriting Agreement, the Additional Securities will be validly issued, fully paid and non-assessable.
We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to a report on Form 8-K to be filed by the Company on the date hereof and its incorporation by reference into the Registration Statement and further consent to the reference to our name under the caption “Legal Matters” in the prospectus supplement, which is a part of the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Davis Polk & Wardwell LLP