Baker Hughes Co 8-K, filed Dec 30, 2022
Baker Hughes Co (BKR)
About this 8-K
Baker Hughes Co filed this 8-K on December 30, 2022, reporting on events of December 29, 2022.
Items reported
- Item 1.01: Entered into a material agreement
- Item 1.02: Ended a material agreement
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement
On December 29, 2022, Baker Hughes Company (“Baker Hughes”, “the Company”, “we”, or “our”), its operating subsidiary, Baker Hughes Holdings LLC (“BHH LLC”), General Electric Company (“GE”) and EHHC NewCo LLC, Delaware limited liability company and a wholly owned subsidiary of Baker Hughes (“NewCo LLC” and collectively, the “Parties”) entered into a binding term sheet (the “Term Sheet”). The Term Sheet sets forth the terms under which the Parties have agreed (i) that GE will cause its affiliates to deliver notice of exchange of all units it holds in BHH LLC, eliminating its ownership in BHH LLC, (ii) to settle certain disputes under that Tax Matters Agreement dated as of July 3, 2017, between GE, Baker Hughes, BHH LLC and NewCo LLC, as amended (the “TMA”), (iii) to terminate the TMA, (iv) to provide certain going-forward rights and obligations with respect to each of the Parties effective upon execution of the Term Sheet, and (v) to work together to enter into definitive agreements consistent with the Term Sheet.
The Term Sheet provides that from the date of execution of the Term Sheet, the Parties shall work expeditiously and in good faith toward finalizing definitive agreements implementing the terms of the Term Sheet and reflecting those arrangements associated with such terms on or before February 15, 2023. Once executed, the definitive agreements shall have an effective date as of the date of the Term Sheet. Except as otherwise provided in the Term Sheet, the TMA and any rights or obligations under the TMA terminated effective as of the date of the Term Sheet. In connection with the execution of the Term Sheet, NewCo LLC made a non-refundable payment of $21 million to GE as a net settlement of claims asserted by the Parties under the TMA. The Term Sheet also provides that any dispute arising under the Term Sheet or under any definitive agreement shall be settled as described under the dispute resolution procedures set forth in the Term Sheet.
The foregoing description of the Term Sheet does not purport to be complete and is qualified in its entirety by reference to the full text of the Term Sheet. A copy of the Term Sheet is expected to be filed as an exhibit to the Company’s Annual Report on the Form 10-K for the period ending December 31, 2022.
Item 1.02. Termination of a Material Definitive Agreement
The disclosures above under Item 1.01 of this Current Report on Form 8-K regarding the termination of the TMA are also responsive to Item 1.02 of this Current Report on Form 8-K and are hereby incorporated by reference into this Item 1.02.
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 COMPANY | |||||
| Date: | December 30, 2022 | By: | /s/ Fernando Contreras | ||
| Name: | Fernando Contreras | ||||
| Title: | Corporate Secretary | ||||
| BAKER HUGHES HOLDINGS LLC | |||||
| Date: | December 30, 2022 | By: | /s/ Fernando Contreras | ||
| Name: | Fernando Contreras | ||||
| Title: | Corporate Secretary | ||||