Summary
This 8-K filing from Baker Hughes Company (BKR) on September 16, 2019, primarily details a significant secondary public offering of 115 million shares of Class A common stock by General Electric (GE) and its affiliates, the "Selling Stockholders." This offering, which closed on September 16, 2019, was facilitated by an underwriting agreement with J.P. Morgan Securities LLC. Underwriters also exercised an option to purchase an additional 17.25 million shares, further reducing GE's stake. Concurrent with the stock offering, the filing also reports on changes to the Company's Board of Directors. As a result of the offering, GE's ownership percentage fell below the threshold requiring them to tender the resignation of four of their director nominees, as stipulated by a prior Stockholders' Agreement. Consequently, Jamie S. Miller and James J. Mulva resigned from the board. Notwithstanding these resignations, GE retains the right to nominate one director, with John G. Rice continuing in this capacity.
Key Highlights
- 1Baker Hughes, a GE company, completed a secondary public offering of 115 million shares of Class A common stock sold by GE and its affiliates.
- 2Underwriters exercised their option to purchase an additional 17.25 million shares, bringing the total offering size to 132.25 million shares.
- 3The offering marks a substantial reduction in General Electric's ownership stake in Baker Hughes.
- 4As a result of the reduced ownership, GE's nominees Jamie S. Miller and James J. Mulva resigned from Baker Hughes' Board of Directors.
- 5GE's reduced shareholding means they are no longer obligated to appoint a majority of directors but still have the right to nominate one director.
- 6John G. Rice remains on the board as GE's nominee.