Attached files
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EX-4.2 - EX-4.2 - Baker Hughes Holdings LLC | h84292exv4w2.htm |
EX-10.1 - EX-10.1 - Baker Hughes Holdings LLC | h84292exv10w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 23, 2011 (August 17, 2011)
Baker Hughes Incorporated
(Exact name of registrant as specified in charter)
Delaware (State of Incorporation) |
1-9397 (Commission File No.) |
76-0207995 (I.R.S. Employer Identification No.) |
2929 Allen Parkway, Houston, Texas | 77019 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (713) 439-8600
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry Into a Material Definitive Agreement | ||||||||
Item 9.01 Financial Statements and Exhibits | ||||||||
SIGNATURES | ||||||||
EXHIBIT INDEX | ||||||||
EX-4.2 | ||||||||
EX-10.1 |
Table of Contents
Item 1.01. Entry Into a Material Definitive Agreement.
On August 17, 2011, Baker Hughes Incorporated (the Company) completed the previously
announced private placement of $750 million in aggregate principal amount of its 3.20% Senior Notes
due 2021 (the Notes). The Notes were issued in a transaction not subject to the registration
requirements of the Securities Act of 1933, as amended (the Securities Act), and applicable state
securities laws. The Notes were offered and issued only to qualified institutional buyers pursuant
to Rule 144A under the Securities Act and to persons outside the United States pursuant to
Regulation S. The Company estimates that it will receive net proceeds of approximately $742
million from the offering, after deducting the discounts to the initial purchasers of the Notes and
estimated expenses relating to the private placement. The Company expects to use a portion of the
net proceeds from the private placement to redeem all of its outstanding 6.50% Senior Notes due
2013, of which an aggregate principal amount of $500 million is currently outstanding. The Company
will use any remaining net proceeds for general corporate purposes, which could include funding
ongoing operations, business acquisitions and repurchases of the Companys common stock. The net
proceeds of the offering may be invested temporarily in short-term marketable securities pending
such usages.
The Notes will mature on August 15, 2021 with interest payable semi-annually on February 15
and August 15 of each year, commencing February 15, 2012. The Notes are senior unsecured
obligations and rank equal in right of payment to all of the Companys existing and future senior
indebtedness; senior in right of payment to any future subordinated indebtedness; and effectively
junior to the Companys future secured indebtedness, if any. The notes are structurally
subordinated to all existing and future indebtedness and all other obligations of its subsidiaries.
The Company may redeem, at its option, all or part of the Notes at
any time prior to May 15, 2021 (the date three months prior to their stated maturity),
at the applicable make-whole redemption prices plus accrued and unpaid interest to the date of
redemption. The Company may redeem, at its option, all or part of the Notes on or after May 15,
2021 at 100% of the principal amount thereof
plus accrued and unpaid interest to the date of redemption. The terms of the Notes are governed by
an Indenture dated as of October 28, 2008 (the Indenture), between the Company and The Bank of
New York Mellon Trust Company, N.A., as trustee (the Trustee), as supplemented by the First
Supplemental Indenture dated as of August 17, 2011 (the Supplemental Indenture), by and between
the Company and the Trustee.
The Indenture was filed with the Securities and Exchange Commission (the Commission) as
Exhibit 4.1 to the Companys Current Report on Form 8-K on October 29, 2008 and is incorporated
into this Item 1.01 by reference, and the Supplemental Indenture, including the form of the Notes,
is filed herewith as Exhibit 4.2 and incorporated into this Item 1.01 by reference. The
descriptions of the Indenture and the Supplemental Indenture contained herein are qualified in
their entirety by the full text of such exhibits.
Also on August 17, 2011, the Company entered into a Registration Rights Agreement (the
Registration Rights Agreement) with J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner
& Smith Incorporated, as representatives of a group of initial purchasers, in connection with the
Companys private placement of the Notes.
Under the Registration Rights Agreement, the Company agreed to file a registration statement
with the Commission with respect to an offer to exchange the Notes for substantially identical
notes (other than with respect to restrictions on transfer or to any increase in annual interest
rate) that are registered under the Securities Act and the Company agreed to use its reasonable
best efforts to cause the exchange offer registration statement to become effective and complete
the exchange offer by August 17, 2012. The Company will be obligated to pay additional interest if
it fails to comply with its obligations to register the Notes within the specified time periods.
The Registration Rights Agreement is filed herewith as Exhibit 10.1 and is incorporated herein
by reference. The description of the Registration Rights Agreement contained herein is qualified
in its entirety by the full text of such exhibit.
Certain of the initial purchasers and their affiliates perform various financial advisory,
investment banking and commercial banking services from time to time for the Company and its
affiliates in the ordinary course of business. Specifically, affiliates of each of the initial
purchasers serve various roles in the Companys credit facility.
Table of Contents
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. | Document Description | |
4.1
|
Indenture, dated October 28, 2008, between Baker Hughes Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Baker Hughes Current Report on Form 8-K filed on October 29, 2008). | |
4.2
|
First Supplemental Indenture dated August 17, 2011 between Baker Hughes Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including form of the Notes). | |
10.1
|
Registration Rights Agreement dated August 17, 2011 among Baker Hughes Incorporated and J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several initial purchasers named therein. |
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BAKER HUGHES INCORPORATED |
||||
Date: August 23, 2011 | By: | /s/ Sandra E. Alford | ||
Sandra E. Alford | ||||
Corporate Secretary | ||||
Table of Contents
EXHIBIT INDEX
Exhibit No. | Document Description | |
4.1
|
Indenture, dated October 28, 2008, between Baker Hughes Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Baker Hughes Current Report on Form 8-K filed on October 29, 2008). | |
4.2
|
First Supplemental Indenture dated August 17, 2011 between Baker Hughes Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including form of the Notes). | |
10.1
|
Registration Rights Agreement dated August 17, 2011 among Baker Hughes Incorporated and J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several initial purchasers named therein. |