Baker Hughes, a GE company (NYSE:BHGE) (“BHGE”), announced today the commencement of tender offers by its subsidiary, Baker Hughes, a GE company, LLC (“BHGE LLC”), for debt securities of BHGE LLC or its subsidiaries. The tender offers consist of offers to purchase for cash:
1) any and all (the “Any and All Tender Offers”) of the outstanding (i) 7.500% Senior Notes due 2018 (the “7.500% 2018 Notes”) and (ii) 6.000% Senior Notes due 2018 (the “6.000% 2018 Notes” and, together with the 7.50% 2018 Notes, the “Any and All Notes”); and
2) up to $175 million (the “Aggregate Maximum Purchase Price”) in aggregate purchase price (the “Maximum Tender Offers” and, together with the Any and All Tender Offers, the “Tender Offers”) of the outstanding (i) 8.550% Debentures due 2024 (the “2024 Notes”) and (ii) 6.875% Notes due 2029 (the “2029 Notes” and, together with the 2024 Notes, the “Maximum Tender Offer Notes,” and, together with the Any and All Notes, the “Securities”).
The Tender Offers are summarized in the tables below and are being made pursuant to an Offer to Purchase, dated December 4, 2017 (the “Offer to Purchase”), which sets forth a more detailed description of the Tender Offers.
1) any and all (the “Any and All Tender Offers”) of the outstanding (i) 7.500% Senior Notes due 2018 (the “7.500% 2018 Notes”) and (ii) 6.000% Senior Notes due 2018 (the “6.000% 2018 Notes” and, together with the 7.50% 2018 Notes, the “Any and All Notes”); and
2) up to $175 million (the “Aggregate Maximum Purchase Price”) in aggregate purchase price (the “Maximum Tender Offers” and, together with the Any and All Tender Offers, the “Tender Offers”) of the outstanding (i) 8.550% Debentures due 2024 (the “2024 Notes”) and (ii) 6.875% Notes due 2029 (the “2029 Notes” and, together with the 2024 Notes, the “Maximum Tender Offer Notes,” and, together with the Any and All Notes, the “Securities”).
The Tender Offers are summarized in the tables below and are being made pursuant to an Offer to Purchase, dated December 4, 2017 (the “Offer to Purchase”), which sets forth a more detailed description of the Tender Offers.
he Maximum Tender Offers will expire at 12:00 midnight, New York City time, on January 2, 2018 (one minute after 11:59 p.m., New York City time, on January 2, 2018), unless extended or earlier terminated by BHGE LLC (the “Maximum Tender Expiration Date”). Holders of the Maximum Tender Offer Notes must validly tender and not validly withdraw their Maximum Tender Offer Notes prior to or at 5:00 p.m., New York City time, on December 15, 2017, unless extended (the “Early Tender Date”), to be eligible to receive the Total Consideration for such Maximum Tender Offer Notes, which is inclusive of an amount in cash equal to the applicable amount set forth in the table above under the heading Early Tender Payment (the “Early Tender Payment”). Holders of the Maximum Tender Offer Notes who validly tender their Maximum Tender Offer Notes after the Early Tender Date but prior to the Maximum Tender Expiration Date will be eligible to receive the Total Consideration for such Maximum Tender Offer Notes less the amount of the Early Tender Payment. The amount of each of the Maximum Tender Offer Notes that are purchased will be determined in accordance with the acceptance priority levels noted in the table above (the “Acceptance Priority Level”), with 1 being the highest Acceptance Priority Level.
The applicable consideration (the “Total Consideration”) payable for each $1,000 principal amount of Securities of each series validly tendered and accepted for payment pursuant to the applicable Tender Offer will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread for such Security (the “Fixed Spread”) specified in the tables above plus the applicable yield to maturity based on the bid-side price of the applicable U.S. Treasury Security specified in the applicable table above. The Total Consideration will be calculated as of 11:00 a.m., New York City time, on December 8, 2017, in the case of the Any and All Tender Offers (the “Any and All Price Determination Date”), and at 11:00 a.m., New York City time, on December 18, 2017, in the case of the Maximum Tender Offers, in each case unless extended by BHGE LLC. In addition to the Total Consideration, payment for the Securities purchased will include accrued and unpaid interest from and including the last interest payment date applicable to the relevant series of Securities up to, but not including, the applicable settlement date for such Securities accepted for purchase (“Accrued Interest”).
The settlement date for the Any and All Tender Offers is expected to be promptly after the expiration of the Any and All Tender Offers, which is expected to be December 11, 2017, the first business day after the Any and All Tender Expiration Date. The settlement date for the Maximum Tender Offer Notes validly tendered and accepted for payment on the Early Tender Date is expected to be promptly after the Early Tender Date, which is expected to be December 19, 2017, the second business day after the Early Tender Date (the “Maximum Tender Early Settlement Date”). The settlement date for the Maximum Tender Offer Notes validly tendered and accepted for payment after the Early Tender Date but on or prior to the Maximum Tender Expiration Date is expected to be January 4, 2018, the second business day after the Maximum Tender Expiration Date (the “Maximum Tender Final Settlement Date”), assuming the Aggregate Maximum Purchase Price is not purchased on the Maximum Tender Early Settlement Date.
The Any and All Notes may be validly withdrawn at any time prior to or at 5:00 p.m., New York City time, on December 8, 2017, unless such date and time is extended by BHGE LLC, but not thereafter. The Maximum Tender Offer Notes may be validly withdrawn at any time prior to or at 5:00 p.m., New York City time, on December 15, 2017, unless such date and time is extended by BHGE LLC, but not thereafter.
The obligation of BHGE LLC to accept for purchase and to pay the Total Consideration and the Accrued Interest on Securities purchased pursuant to the Tender Offers is not subject to any minimum tender condition, but is subject to satisfaction or waiver of certain other conditions described in the Offer to Purchase. These conditions include BHGE LLC having closed, on terms and conditions satisfactory to BHGE LLC, one or more offerings of senior notes resulting in net proceeds to BHGE LLC in an amount not less than the amount required, upon the terms and subject to the conditions of the applicable Tender Offer, to purchase all the Securities validly tendered and accepted for purchase in the Tender Offers and to pay Accrued Interest thereon and fees and expenses associated therewith. BHGE LLC is commencing such an offering concurrently with the Tender Offers. BHGE LLC also reserves the right, subject to applicable law, to: (i) waive any and all conditions to the Tender Offers; (ii) extend or terminate any of the Tender Offers; (iii) increase or decrease the Aggregate Maximum Purchase Price; or (iv) otherwise amend any of the Tender Offers in any respect.
BHGE LLC has retained Morgan Stanley & Co. LLC and Barclay Capital Inc. to serve as dealer managers for the Tender Offers. D.F. King & Co., Inc. has been retained to serve as the tender and information agent for the Tender Offers.
Holders of the Securities are urged to carefully read the Offer to Purchase before making any decision with respect to the Tender Offers.
The applicable consideration (the “Total Consideration”) payable for each $1,000 principal amount of Securities of each series validly tendered and accepted for payment pursuant to the applicable Tender Offer will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread for such Security (the “Fixed Spread”) specified in the tables above plus the applicable yield to maturity based on the bid-side price of the applicable U.S. Treasury Security specified in the applicable table above. The Total Consideration will be calculated as of 11:00 a.m., New York City time, on December 8, 2017, in the case of the Any and All Tender Offers (the “Any and All Price Determination Date”), and at 11:00 a.m., New York City time, on December 18, 2017, in the case of the Maximum Tender Offers, in each case unless extended by BHGE LLC. In addition to the Total Consideration, payment for the Securities purchased will include accrued and unpaid interest from and including the last interest payment date applicable to the relevant series of Securities up to, but not including, the applicable settlement date for such Securities accepted for purchase (“Accrued Interest”).
The settlement date for the Any and All Tender Offers is expected to be promptly after the expiration of the Any and All Tender Offers, which is expected to be December 11, 2017, the first business day after the Any and All Tender Expiration Date. The settlement date for the Maximum Tender Offer Notes validly tendered and accepted for payment on the Early Tender Date is expected to be promptly after the Early Tender Date, which is expected to be December 19, 2017, the second business day after the Early Tender Date (the “Maximum Tender Early Settlement Date”). The settlement date for the Maximum Tender Offer Notes validly tendered and accepted for payment after the Early Tender Date but on or prior to the Maximum Tender Expiration Date is expected to be January 4, 2018, the second business day after the Maximum Tender Expiration Date (the “Maximum Tender Final Settlement Date”), assuming the Aggregate Maximum Purchase Price is not purchased on the Maximum Tender Early Settlement Date.
The Any and All Notes may be validly withdrawn at any time prior to or at 5:00 p.m., New York City time, on December 8, 2017, unless such date and time is extended by BHGE LLC, but not thereafter. The Maximum Tender Offer Notes may be validly withdrawn at any time prior to or at 5:00 p.m., New York City time, on December 15, 2017, unless such date and time is extended by BHGE LLC, but not thereafter.
The obligation of BHGE LLC to accept for purchase and to pay the Total Consideration and the Accrued Interest on Securities purchased pursuant to the Tender Offers is not subject to any minimum tender condition, but is subject to satisfaction or waiver of certain other conditions described in the Offer to Purchase. These conditions include BHGE LLC having closed, on terms and conditions satisfactory to BHGE LLC, one or more offerings of senior notes resulting in net proceeds to BHGE LLC in an amount not less than the amount required, upon the terms and subject to the conditions of the applicable Tender Offer, to purchase all the Securities validly tendered and accepted for purchase in the Tender Offers and to pay Accrued Interest thereon and fees and expenses associated therewith. BHGE LLC is commencing such an offering concurrently with the Tender Offers. BHGE LLC also reserves the right, subject to applicable law, to: (i) waive any and all conditions to the Tender Offers; (ii) extend or terminate any of the Tender Offers; (iii) increase or decrease the Aggregate Maximum Purchase Price; or (iv) otherwise amend any of the Tender Offers in any respect.
BHGE LLC has retained Morgan Stanley & Co. LLC and Barclay Capital Inc. to serve as dealer managers for the Tender Offers. D.F. King & Co., Inc. has been retained to serve as the tender and information agent for the Tender Offers.
Holders of the Securities are urged to carefully read the Offer to Purchase before making any decision with respect to the Tender Offers.