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Baker Hughes Co 8-K Report, Material Agreement (Feb 5, 2019)

Filed February 5, 2019For Securities:BKR

Summary

This 8-K filing from Baker Hughes Co (BKR), filed on February 5, 2019, primarily details an amendment to a Master Agreement with General Electric Company (GE). Amendment No. 1, dated January 30, 2019, extends key negotiation deadlines for definitive agreements related to several joint venture and asset transfer term sheets. Specifically, the parties now have until February 22, 2019, to finalize agreements for an aero-derivative joint venture and the transfer of industrial steam turbine assets, as well as to prepare a controls tools list. The deadline for negotiating a transition services agreement is extended to July 3, 2019. Additionally, the filing announces the upcoming departure of Martin S. Craighead, Vice Chairman of the Board, who will not stand for re-election at the 2019 Annual Meeting of Stockholders. The company expressed appreciation for his service, noting his decision is not due to any disagreement.

Key Highlights

  • 1Baker Hughes (BHGE) and GE have amended their Master Agreement, extending negotiation periods.
  • 2Key deadlines for definitive agreements concerning an aero-derivative joint venture and industrial steam turbine asset transfer are extended to February 22, 2019.
  • 3The deadline for preparing a controls tools list is also extended to February 22, 2019.
  • 4The negotiation period for a transition services agreement has been extended to July 3, 2019.
  • 5Amendment No. 1 to the Master Agreement is filed as an exhibit.
  • 6Martin S. Craighead, Vice Chairman of the Board, will not seek re-election at the 2019 Annual Meeting.
  • 7Mr. Craighead's decision to not stand for re-election is not related to any company disagreements.

Frequently Asked Questions

The primary purpose of Amendment No. 1 is to extend the deadlines for negotiating definitive agreements related to several joint venture and asset transfer term sheets that were part of the original Master Agreement. It also extends the timeline for preparing a necessary controls tools list and a transition services agreement.

The negotiation deadlines were extended for definitive agreements pertaining to an aero-derivative joint venture, the transfer of certain industrial steam turbine assets from BHGE to GE, and exclusive distribution arrangements for heavy duty gas turbines. The deadline for negotiating a transition services agreement was also extended.

The new deadline for negotiating definitive agreements for the aero-derivative JV, the industrial steam turbine asset transfer, and the controls tools list is February 22, 2019. The deadline for the transition services agreement negotiation is July 3, 2019.

Yes, the filing announces that Martin S. Craighead, Vice Chairman of the Board, has decided not to stand for re-election at the upcoming 2019 Annual Meeting of Stockholders. The company stated this decision was not due to any disagreements.