8-KOther EventsExhibits & Filings

Baker Hughes Co 8-K Report, Corporate Update (Jun 28, 2019)

Filed June 28, 2019For Securities:BKR

Summary

Baker Hughes, a GE company (BHGE) announced on June 27, 2019, that it received a written consent from General Electric Company (GE) and its affiliates. This consent is intended to pre-approve any future issuance of BHGE securities to the GE Group in connection with the exercise of certain "Existing GE Purchase Rights." These rights, stemming from the Stockholders Agreement and LLC Agreement, allow GE to maintain its pro-rata ownership or acquire additional shares under specific circumstances, such as equity incentive plans. This filing is primarily informational, addressing potential NYSE rules regarding related party transactions. GE, holding approximately 50.3% of BHGE's voting power, is seeking advance stockholder approval to streamline future capital-raising or share issuance activities where GE might be considered a related party. Investors should note that this action is a procedural step to facilitate potential future transactions and does not represent an immediate issuance of securities or a change in BHGE's ownership structure at this time. The company is reviewing the consent.

Key Highlights

  • 1BHGE received a written consent from GE and its affiliates on June 27, 2019.
  • 2The consent pre-approves potential future issuances of BHGE securities to the GE Group.
  • 3This pre-approval relates to the exercise of 'Existing GE Purchase Rights' held by GE.
  • 4These rights allow GE to maintain its pro-rata shareholding or acquire additional shares in certain scenarios.
  • 5The action addresses potential NYSE rules concerning related party transactions.
  • 6GE currently holds approximately 50.3% of BHGE's voting power.
  • 7The filing is procedural and aims to facilitate future GE participation in BHGE equity.

Frequently Asked Questions

The main purpose of this filing is to inform investors that Baker Hughes, a GE company (BHGE) received a written consent from General Electric (GE) and its affiliates. This consent is a procedural step to pre-approve any future issuance of BHGE securities to GE in certain situations, primarily to comply with potential NYSE rules regarding related party transactions.

The 'Existing GE Purchase Rights' refer to the rights GE has under existing agreements (Stockholders Agreement and LLC Agreement) to purchase its pro-rata portion of any new securities BHGE might issue, or to acquire Class B common stock from BHGE in specific circumstances, such as when BHGE issues shares under equity incentive plans.

No, this filing does not indicate an immediate purchase of shares by GE. It is a pre-emptive approval for potential future issuances or exercises of rights that might require stockholder approval under NYSE rules, particularly if GE is deemed a 'related party' in those future transactions. The company is still reviewing the consent.

As of the filing date, GE and its affiliates hold approximately 50.3% of the voting power of Baker Hughes' outstanding common stock.