Baker Hughes Announces Secondary Offering Of 92 Mln Shares, Stock Repurchase

(RTTNews) - Baker Hughes, a GE company (BHGE) said Tuesday that General Electric Co. (GE), the selling stockholder, has commenced a secondary offering of 92 million shares of BHGE Class A common stock, par value $0.0001 per share.

The underwriters will have a 30-day option to purchase up to an additional 9.2 million shares of Class A common stock from the selling stockholder.

BHGE said it is not offering any shares of Class A common stock in the offering and will not receive any proceeds from the sale of shares in the offering.

Morgan Stanley and J.P. Morgan are acting as joint lead book-running managers for the offering. Citigroup and Goldman Sachs & Co. LLC are acting as joint book-running managers for the offering.

In addition, BHGE said it has agreed to repurchase from one or more of GE and its affiliates, in a privately negotiated transaction, 65 million shares of BHGE Class B common stock, par value $0.0001 per share, together with an equal number of associated membership interests of Baker Hughes.

The company will also repurchase a number of shares of Class B common stock, together with an equal number of associated LLC units, corresponding to the number of option shares not purchased by the underwriters pursuant to the option.

In each case, the share repurchase will be at a price equal to the price per share at which the underwriters will purchase shares of Class A common stock from GE in the offering. The maximum aggregate purchase price for the share repurchase is $1.5 billion.

Baker Hughes intends to fund the share repurchase with cash on hand and other available sources of liquidity. The closing of the offering will not be conditioned upon the closing of the share repurchase.

The offering and the share repurchase have been unanimously approved by both the Conflicts Committee of Baker Hughes' board of directors comprised of independent directors who are not affiliated with the selling stockholder and by the company's board of directors.

Baker Hughes noted that the share repurchase is pursuant to and will count toward its existing share repurchase program authorized on November 6, 2017.