01—Abstract
Summary
Summary of the 8-K filed March 11, 2026. Cited figures are marked; the original filing is the authoritative source.
Baker Hughes (BKR) priced and closed a combined debt offering of $6.5 billiona in U.S. dollar senior notes across five tranches and €3 billion in euro senior notes across four tranches, with the notes issued by its subsidiary Baker Hughes Holdings LLC and fully and unconditionally guaranteed by Baker Hughes Company.
Pricing was on March 5, 2026, and closing was on March 11, 2026. The stated purpose is to fund part of the cash consideration for the pending acquisition of Chart Industries, Inc., pay related fees and expenses, and repay Chart's outstanding indebtedness. The notes carry maturities from 2029 to 2056, with U.S. dollar coupons from 4.050%b to 5.850% and euro coupons from 3.226% to 4.737%.
For investors, the key development is a substantial increase in long-term debt that is tied to a specific acquisition. The filing also states that Baker Hughes terminated approximately $11.0 billionc of bridge facility commitments that had been put in place to fund the Chart deal, which indicates the company has replaced that bridge financing with the bond issuance. The notes are subject to a special mandatory redemption at 101% of principal if the Chart acquisition is not completed, which limits the downside for bondholders but also means the company would need to repay this debt if the deal fails.
The filing does not disclose the Chart purchase price, the share consideration, or the pro forma leverage, so investors should review the merger documents and the company's future disclosures for those figures. The filing also notes that certain underwriters are lenders, agents, or arrangers under Baker Hughes' term loan credit agreement from August 15, 2025 and under the bridge commitment from July 28, 2025, and will receive compensation in connection with those roles. Investors should also be aware that the filing describes the bridge termination as effective March 11, 2025, which appears to be a typographical error for 2026, given the surrounding context.
02—Key points
Key Highlights
- Baker Hughes priced $6.5 billion of U.S. dollar senior notes (five tranches, maturing 2029 to 2056) and €3 billion of euro senior notes (four tranches, maturing 2030 to 2046) on March 5, 2026, and closed the offering on March 11, 2026.
- U.S. dollar coupons range from 4.050% (2029 notes, $500 million) to 5.850% (2056 notes, $2 billion); euro coupons range from 3.226% (2030 notes, €600 million) to 4.737% (2046 notes, €750 million).
- Proceeds are earmarked to fund part of the cash consideration for the pending acquisition of Chart Industries, Inc., cover transaction fees and expenses, and repay Chart's outstanding debt.
- Baker Hughes terminated approximately $11.0 billion of bridge facility commitments that had been arranged to finance the Chart acquisition, indicating the bridge has been replaced by the bond financing.
- The notes include a special mandatory redemption at 101% of principal if the Chart acquisition is not consummated, which protects bondholders but creates a repayment obligation if the deal fails.
- The notes are fully and unconditionally guaranteed by Baker Hughes Company on a senior unsecured basis and were issued under an existing shelf registration filed December 1, 2023.
- Several underwriters are also lenders or arrangers under Baker Hughes' August 2025 term loan and July 2025 bridge commitment, and will receive compensation for those roles.
03—Questions
Frequently Asked Questions
How much debt did Baker Hughes raise, and what are the maturities?
Baker Hughes raised $6.5 billion in U.S. dollar notes and €3 billion in euro notes. The U.S. dollar tranches mature in 2029 ($500 million), 2031 ($1.25 billion), 2033 ($750 million), 2036 ($2 billion), and 2056 ($2 billion). The euro tranches mature in 2030 (€600 million), 2034 (€900 million), 2038 (€750 million), and 2046 (€750 million).
What is the debt being used for?
The company intends to use the net proceeds, along with cash on hand and possibly borrowings under an existing term loan, to fund part of the cash consideration for the pending acquisition of Chart Industries, Inc. The proceeds will also pay related fees and expenses and repay Chart's outstanding indebtedness.
What happens to the notes if the Chart acquisition does not close?
The notes are subject to a special mandatory redemption at 101% of the aggregate principal amount of each series if the Chart acquisition is not consummated. This means that noteholders would be repaid with a 1% premium, and Baker Hughes would need to fund that repayment.
What happened to the bridge financing for the Chart deal?
Baker Hughes terminated approximately $11.0 billion of commitments under the bridge facility commitment letter that had been disclosed for funding the Chart acquisition. The bond offering appears to replace that bridge financing. The filing states the termination was effective March 11, 2025, which appears to be a typographical error for 2026.
Does this filing reveal the price Baker Hughes is paying for Chart Industries?
No. The filing refers to the Chart acquisition and its cash consideration but does not disclose the purchase price, the stock component, or the implied valuation. Investors should consult the merger agreement and related company disclosures for those terms.
04—Continue