Summary
General Electric Company (GE) filed an 8-K on November 13, 2018, to disclose significant changes in its relationship with Baker Hughes, a GE company (BHGE). The core of the announcement revolves around a new "Ongoing Framework" and a "Master Agreement" that fundamentally alters their partnership. Key for investors is the expiration of GE's lock-up period on BHGE shares, enabling GE to divest its holdings. This marks a strategic shift for GE as it moves away from a controlled relationship with BHGE, aiming to facilitate BHGE's transition to an independent entity. The new agreements also outline GE's reduced influence over BHGE's board representation and introduce a plan for GE to sell a substantial portion of its BHGE stake through a secondary offering, alongside a repurchase agreement where BHGE will buy back approximately $1.5 billion of GE's BHGE Class B common stock and BHGE LLC units. These actions signal GE's continued efforts to streamline its portfolio and reduce its financial entanglement with BHGE.
Key Highlights
- 1Expiration of GE's lock-up period on Baker Hughes, a GE company (BHGE) common stock, effective November 12, 2018, allowing GE to sell its holdings.
- 2Entry into a "Master Agreement" and "Ongoing Framework" to redefine the commercial, technological, and governance relationships between GE and BHGE.
- 3GE's right to designate a majority of BHGE's board will cease upon GE owning less than 50% of BHGE's voting power, transitioning to a minority director nomination right if GE retains at least 20% ownership.
- 4BHGE will facilitate an underwritten registered secondary offering by GE or its affiliates to sell BHGE Class A common stock.
- 5BHGE and BHGE LLC have agreed to repurchase approximately $1.5 billion of GE's BHGE Class B common stock and BHGE LLC units ("Paired Interests") through an "Equity Repurchase Agreement."
- 6These arrangements facilitate BHGE's transition from a controlled company and mark a step towards GE reducing its ownership and involvement.