Posted by OilVoice Press - OilVoice
HOUSTON & LONDON--(BUSINESS WIRE)--Nov. 13, 2018-- Baker Hughes, a GE company (NYSE:BHGE) (“BHGE” or the “Company”) announced today that General Electric Company (“GE” or the “selling stockholder”) has commenced a secondary offering (the “offering”) of 92,000,000 shares of BHGE Class A common stock, par value $0.0001per share (the “Class A common stock”). The underwriters will have a 30-day option to purchase up to an additional 9,200,000 shares of Class A common stock from the selling stockholder (such option, the “Option” and, such shares, the “Option Shares”). BHGE is not offering any shares of Class A common stock in the offering and will not receive any proceeds from the sale of shares in the offering.
Morgan Stanley and J.P. Morgan are acting as joint lead book-running managers for the offering. Citigroup and Goldman Sachs & Co. LLC are acting as joint book-running managers for the offering.
In addition, BHGE announced that it has agreed to repurchase from one or more of GE and its affiliates, 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”) 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, 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 Company intends to fund the share repurchase with cash on hand and other available sources of liquidity. Although the share repurchase will be conditioned upon, among other things, the closing of the offering, the closing of the offering will not be conditioned upon the closing of the share repurchase. The offering and the share repurchase have been unanimously approved by both the Conflicts Committee of the Company's Board of Directors comprised of independent directors who are not affiliated with the selling stockholder and by the Company's Board of Directors. The share repurchase is pursuant to and will count toward the Company's existing share repurchase program authorized on November 6, 2017.
The offering of these securities is being made pursuant to an effective shelf registration statement. The offering will be 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 email@example.com.
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.
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