GE Announces Pricing of Secondary Offering of Shares of Baker Hughes, a GE company, and Concurrent Private Sale of Ownership
Interests in BHGE
GE (NYSE: GE) announced today the pricing of a secondary offering (the “offering”) of 92,000,000 shares of Class A common stock,
par value $0.0001 per share (the “Class A common stock”) of Baker Hughes, a GE company (“BHGE”), at a price to the public of $23.00
per share. The underwriters have a 30-day option to purchase up to an additional 9,200,000 shares of Class A common stock from GE
or one or more of its affiliates (such option, the “option” and, such shares, the “option shares”). The offering is expected to
close on November 16, 2018, subject to customary closing conditions.
In addition, as previously announced, GE has agreed to sell to BHGE, in a privately negotiated transaction (a) 65,000,000 shares
of BHGE Class B common stock, par value $0.0001 per share (the “Class B common stock”), together with an equal number of associated
membership interests of Baker Hughes, a GE company, LLC (the “LLC units”) (the “base share repurchase”), and (b) 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 (together with the base share repurchase, the “share repurchase”), in each
case 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. The base share repurchase is expected to
close concurrently with the closing of the offering on November 16, 2018. Although the share repurchase is conditioned upon, among
other things, the closing of the offering, the closing of the offering is not conditioned upon the closing of the share
repurchase.
The offering of the securities is being made pursuant to an effective shelf registration statement. The offering is being made
only by means of a prospectus and prospectus supplement. A copy of the prospectus and prospectus supplement relating to these
securities may be obtained, when available, from: Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick
Street, Second Floor, New York, NY 10014; and J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long
Island Avenue, Edgewood, NY 11717, or by phone at 1-866-803-9204, or by email at prospectus-eq_fi@jpmchase.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or jurisdiction.
Caution Concerning Forward Looking Statements:
This document contains “forward-looking statements" - that is, statements related to future, not past, events. In this context,
forward-looking statements often address our expected future business and financial performance and financial condition, and often
contain words such as "expect," "anticipate," "intend," "plan," "believe," "seek," "see," "will," "would," “estimate,” “forecast,”
"target," “preliminary,” or “range.”
Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Important factors that
could cause actual results to differ materially from such plans, estimates or expectations include, among others, the risk factors
that are described in “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2017 and our Quarterly
Reports on Form 10-Q for the quarters ended June 30, 2018 and September 30, 2018 and the risk factors that are described in
“Forward-Looking Statements” in BHGE’s most recent earnings release or SEC filings. These documents are available through our
website or through the SEC’s Electronic Data Gathering and Analysis Retrieval system at
http://www.sec.gov.
These or other uncertainties may cause our actual future results to be materially different than those expressed in our
forward-looking statements. We do not undertake to update our forward-looking statements.
About GE
GE (NYSE:GE) GE drives the world forward by tackling its biggest challenges. By combining world-class engineering with software
and analytics, GE helps the world work more efficiently, reliably, and safely. For more than 125 years, GE has invented the future
of industry, and today it leads new paradigms in additive manufacturing, materials science, and data analytics. GE people are
global, diverse and dedicated, operating with the highest integrity and passion to fulfill GE’s mission and deliver for our
customers.
www.ge.com
GE’s Investor Relations website at
www.ge.com/investor and our corporate blog at
www.gereports.com and @GE_Reports on Twitter, as well as GE’s Facebook page and Twitter accounts, contain a significant amount
of information about GE, including financial and other information for investors. GE encourages investors to visit these websites
from time to time, as information is updated and new information is posted.
About Baker Hughes, a GE company
BHGE (NYSE: BHGE) is the world’s first and only fullstream provider of integrated oilfield products, services and digital
solutions. We deploy minds and machines to enhance customer productivity, safety and environmental stewardship, while minimizing
costs and risks at every step of the energy value chain. With operations in over 120 countries, we infuse over a century of
experience with the spirit of a startup – inventing smarter ways to bring energy to the world.
Investor Contact:
Todd Ernst, 617.443.3400
todd.b.ernst@ge.com
Media Contact:
Jennifer Erickson, 646.682.5620
jennifer.erickson@ge.com
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