STOCK TITAN
  1. Home
  2. Sec-filings
  3. BKR
  4. [8-K] Baker Hughes Co Reports Material Event

Baker Hughes (NASDAQ: BKR) raises $6.5B and €3B debt for Chart deal

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Baker Hughes Company has completed major U.S. dollar and euro bond offerings to help finance its pending acquisition of Chart Industries. Through its subsidiaries, the company issued $6.5 billion of senior unsecured notes in five tranches and €3 billion of senior unsecured notes in four tranches, all fully and unconditionally guaranteed by Baker Hughes. The notes carry fixed coupons ranging from 3.226% to 5.850% and mature between 2029 and 2056. Baker Hughes plans to use the net proceeds, together with cash on hand and an existing term loan, to fund part of the cash portion of the Chart acquisition, pay related fees and expenses, and repay Chart’s outstanding debt. If the Chart acquisition is not completed, the notes are subject to a special mandatory redemption at 101% of principal, giving investors protection tied to deal completion.

Positive

  • None.

Negative

  • None.

Insights

Large multi-currency bond deal funds Chart acquisition but lifts leverage risk.

Baker Hughes has raised $6.5 billion and €3 billion of senior unsecured notes through its subsidiaries, with maturities stretching from 2029 to 2056. This replaces a previously disclosed bridge commitment of about $11.0 billion, shifting financing from contingent bank lines to long-term capital markets debt.

The proceeds are earmarked to fund a portion of the cash consideration for the proposed acquisition of Chart Industries, cover transaction fees and expenses, and repay Chart’s outstanding indebtedness. The notes are fully and unconditionally guaranteed by Baker Hughes, so ultimate repayment rests at the parent level rather than only the issuing subsidiaries.

The bonds include a special mandatory redemption at 101% of principal if the Chart acquisition does not close, aligning investor economics with deal completion. Actual balance sheet impact will depend on final closing of the acquisition and the mix of cash, term loans and these notes, which should be detailed in subsequent Baker Hughes filings after the transaction progresses.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Understanding 8-K Material Events →
Baker Hughes Co false 0001701605 0001701605 2026-03-05 2026-03-05 0001701605 us-gaap:CommonStockMember 2026-03-05 2026-03-05 0001701605 us-gaap:SeniorNotesMember 2026-03-05 2026-03-05
 
 

UNITED STATES

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

Date of Report (Date of earliest event reported): March 5, 2026

 

 

Baker Hughes Company

(Exact name of registrant as specified in charter)

 

 

 

Delaware   1-38143   81-4403168

(State of

Incorporation)

  

(Commission

File No.)

   (I.R.S. Employer
Identification No.)

 

575 N. Dairy Ashford Rd., Suite 100  
Houston, Texas   77079-1121
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (713) 439-8600

 

(former name or former address, if changed since last report)

 

 

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:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbol

  

Name of each exchange

on which registered

Class A Common Stock, par value $0.0001 per share   BKR   The Nasdaq Stock Market LLC
5.125% Senior Notes due 2040 of Baker Hughes Holdings LLC and Baker Hughes Co-Obligor, Inc.   BKR40   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

Item 1.01

Entry Into a Material Definitive Agreement

On March 5, 2026, Baker Hughes Holdings LLC, an indirect, 100% owned subsidiary and the primary operating company of Baker Hughes Company (“BHH LLC”) and Baker Hughes Co-Obligor, Inc., a 100% owned finance subsidiary of BHH LLC (the “Co-Obligor,” and together with BHH LLC, the “Issuers”) entered into an underwriting agreement (the “EUR Underwriting Agreement”) by and among the Issuers, Baker Hughes Company (“BHC”) and Goldman Sachs & Co. LLC, Morgan Stanley & Co. International plc, Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, J.P. Morgan Securities plc and the several other underwriters named therein, related to the Issuers’ offering of €600,000,000 aggregate principal amount of their 3.226% Senior Notes due 2030 (the “2030 Notes”), €900,000,000 aggregate principal amount of their 3.812% Senior Notes due 2034 (the “2034 Notes”), €750,000,000 aggregate principal amount of their 4.193% Senior Notes due 2038 (the “2038 Notes”) and €750,000,000 aggregate principal amount of their 4.737% Senior Notes due 2046 (the “2046 Notes” and, together with the 2030 Notes, the 2034 Notes and the 2038 Notes, the “EUR Notes”).

Also on March 5, 2026, the Issuers entered into an underwriting agreement (the “USD Underwriting Agreement” and together with the EUR Underwriting Agreement, the “Underwriting Agreements”) by and among the Issuers, BHC and Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as representatives of the underwriters named therein, related to the Issuers’ offering of $500,000,000 aggregate principal amount of their 4.050% Senior Notes due 2029 (the “2029 Notes”), $1,250,000,000 aggregate principal amount of their 4.350% Senior Notes due 2031 (the “2031 Notes”), $750,000,000 aggregate principal amount of their 4.650% Senior Notes due 2033 (the “2033 Notes”), $2,000,000,000 aggregate principal amount of their 5.000% Senior Notes due 2036 (the “2036 Notes”) and $2,000,000,000 aggregate principal amount of their 5.850% Senior Notes due 2056 (the “2056 Notes” and, together with the 2029 Notes, the 2031 Notes, the 2033 Notes and the 2036 Notes, the “USD Notes” and, together with the EUR Notes, the “Notes”).

The Notes are fully and unconditionally guaranteed by BHC. The Notes are registered pursuant to the Issuers’ automatic shelf registration statements on Form S-3 (File Nos. 333-275865-01 and 333-275865-02), filed on December 1, 2023.

Absent the occurrence of an event requiring the redemption of all outstanding Notes, the Issuers intend to use the net proceeds of the offering, as well as cash on hand and borrowings under an existing term loan credit agreement, if applicable, each as further described in each prospectus supplement dated March 5, 2026, to fund part of the cash portion of the merger consideration for the pending acquisition of Chart Industries, Inc. (“Chart”), to pay related transaction fees and expenses and to repay Chart’s outstanding indebtedness.

The Underwriting Agreements contain customary representations, warranties and agreements of the Issuers and BHC and customary conditions to closing, indemnification rights and obligations of the parties.

Certain of the underwriters and/or their respective affiliates are lenders, agents and/or arrangers for BHC under a term loan credit agreement entered into on August 15, 2025, and a bridge commitment entered into on July 28, 2025, and will receive compensation in connection therewith.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the terms of each Underwriting Agreement. A copy of the EUR Underwriting Agreement is filed as Exhibit 1.1 hereto and a copy of the USD Underwriting Agreement is filed as Exhibit 1.2 hereto, each of which is incorporated herein by reference.

The Notes were issued pursuant to the terms of the indenture, dated as of October 28, 2008 (the “Base Indenture”), between BHH LLC (as successor to Baker Hughes Incorporated) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as amended and supplemented by the Second Supplemental Indenture, dated as of July 3, 2017, among the Issuers and the Trustee, as further amended and supplemented by a Seventh Supplemental Indenture, dated as of December 31, 2023, among the BHH LLC, the Co-Issuer, BHC and the Trustee whereby BHC agreed to guarantee fully and unconditionally all then outstanding indebtedness issued under the Base Indenture, and as further supplemented by the Eighth Supplemental Indenture, dated March 11, 2026, among the Issuers, the Trustee and The Bank of New York Mellon, London Branch, as paying agent, relating to the EUR Notes and as further supplemented by the Ninth Supplemental Indenture, dated March 11, 2026, among the Issuers and the Trustee relating to the USD Notes (together, the “Indenture”).

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Base Indenture, which was filed as Exhibit 4.1 to the Current Report of BHH LLC on Form 8-K filed on October 29, 2008, the Second Supplemental Indenture, which was filed as Exhibit 4.1 to the Current Report of BHH LLC on Form 8-K12B filed on July 3, 2017, the Seventh Supplemental Indenture, which was filed as Exhibit 4.1 to the Current Report of BHC on Form 8-K filed on January 5, 2024, the Eighth Supplemental Indenture (including the forms of the EUR Notes attached thereto), which is filed as Exhibit 4.1 hereto, and the Ninth Supplemental Indenture (including the forms of USD Notes attached thereto), which is filed as Exhibit 4.2 hereto, which are incorporated herein by reference.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 1.01 above with respect to the Notes and the Indenture is hereby incorporated by reference into this Item 2.03, insofar as it relates to the creation of a direct financial obligation.

 

Item 8.01.

Other Events

Effective March 11, 2025, Baker Hughes Company terminated approximately $11.0 billion in commitments under the previously disclosed commitment letter for a bridge facility to fund the pending acquisition of Chart.

On March 5, 2026, Baker Hughes Company issued a press release announcing the pricing of the Notes. A copy of the press release is attached hereto as Exhibit 99.1.

On March 11, 2026, Baker Hughes Company issued a press release announcing the closing of the Notes offering. A copy of the press release is attached hereto as Exhibit 99.2.

 

Item 9.01.

Financial Statements and Exhibits

 

  (d)

Exhibits

 

Exhibit
No.		   Description
 1.1   Underwriting Agreement, dated March 5, 2026, by and among the Issuers, BHC and Goldman Sachs & Co. LLC, Morgan Stanley & Co. International plc, Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, J.P. Morgan Securities plc and the several other underwriters named therein.
 1.2   Underwriting Agreement, dated March 5, 2026, by and among the Issuers, BHC and Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein.
 4.1   Eighth Supplemental Indenture, dated March 11, 2026, among the Issuers, BHC, The Bank of New York Mellon Trust Company, N.A., as Trustee, and The Bank of New York Mellon, London Branch, as paying agent.
 4.2   Ninth Supplemental Indenture, dated March 11, 2026, among the Issuers, BHC, and The Bank of New York Mellon Trust Company, N.A., as Trustee.
 5.1   Opinion of Cleary Gottlieb Steen & Hamilton LLP.
 5.2   Opinion of Cleary Gottlieb Steen & Hamilton LLP.
23.1   Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.1).
23.2   Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.2).
99.1   Press release of Baker Hughes Company announcing the pricing of the Notes.
99.2   Press release of Baker Hughes Company announcing the closing of the Notes.
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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: March 11, 2026      
    By:  

/s/ Fernando Contreras

    Name:   Fernando Contreras
    Title:   Vice President, Chief Compliance Officer and Corporate Secretary

Exhibit 99.1

 

Baker Hughes Successfully Prices $6.5 Billion and €3 Billion Offerings of Senior Notes

HOUSTON and LONDON, March 05, 2026 (GLOBE NEWSWIRE) — Baker Hughes Company (NASDAQ: BKR) (“Baker Hughes” or the “Company”) today successfully priced a $6.5 billion debt offering consisting of five tranches of senior unsecured notes and a €3 billion debt offering consisting of four tranches of senior unsecured notes (collectively, the “notes”):

 

  •  

$500 million 4.050% Senior Notes due 2029

 

  •  

$1.25 billion 4.350% Senior Notes due 2031

 

  •  

$750 million 4.650% Senior Notes due 2033

 

  •  

$2 billion 5.000% Senior Notes due 2036

 

  •  

$2 billion 5.850% Senior Notes due 2056

 

  •  

€600 million 3.226% Senior Notes due 2030

 

  •  

€900 million 3.812% Senior Notes due 2034

 

  •  

€750 million 4.193% Senior Notes due 2038

 

  •  

€750 million 4.737% Senior Notes due 2046

The notes will be issued by Baker Hughes’ wholly owned subsidiary, Baker Hughes Holdings LLC (“BHH LLC”) and by BHH LLC’s wholly owned subsidiary Baker Hughes Holdings Co-Obligor, Inc. (“Co-Obligor” and, together with BHH LLC, the “Issuers”), and will be fully and unconditionally guaranteed on a senior unsecured basis by Baker Hughes.

Baker Hughes intends to use the net proceeds of the offerings to fund a portion of the cash consideration for Baker Hughes’ proposed acquisition of all outstanding shares of common stock of Chart Industries, Inc. (the “Chart acquisition”). The notes will be subject to a special mandatory redemption (at a price equal to 101% of the aggregate principal amount of such series of notes) under certain circumstances if the Chart acquisition is not consummated.

The notes offerings are expected to close on March 11, 2026, subject to satisfaction of customary closing conditions.

Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC are acting as joint global coordinators and joint book-running managers for the U.S. dollar offering, and Goldman Sachs & Co. LLC and Morgan Stanley & Co. International plc are acting as joint global coordinators and joint book-running managers for the euro offering. Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC are acting as joint book-running managers for the U.S. dollar offering, and Citigroup Global Markets Limited, Deutsche Bank AG, London Branch and J.P. Morgan Securities plc are acting as joint book-running managers for the euro offering.

BofA Securities, Inc., Barclays Capital Inc., HSBC Securities (USA) Inc., MUFG Securities Americas Inc. and UniCredit Capital Markets LLC are acting as passive book-running managers for the U.S. dollar offering. BNP Paribas Securities Corp., SG Americas Securities, LLC and Standard Chartered Bank are acting as senior co-managers for the U.S. dollar offering. Intesa Sanpaolo IMI Securities Corp., RBC Capital Markets, LLC, BBVA Securities Inc., Academy Securities, Inc., Siebert Williams Shank & Co., LLC, The Standard Bank of South Africa Limited and Loop Capital Markets LLC are acting as co-managers for the U.S. dollar offering.

Merrill Lynch International, Barclays Bank PLC, HSBC Bank plc, MUFG Securities EMEA plc and UniCredit Bank GmbH are acting as passive book-running managers for the euro offering. BNP PARIBAS, Société Générale and Standard Chartered Bank are acting as senior co-managers for the euro offering. Intesa Sanpaolo IMI Securities Corp., RBC Europe Limited, Banco Bilbao Vizcaya Argentaria, S.A., Academy Securities, Inc., Siebert Williams Shank & Co., LLC, The Standard Bank of South Africa Limited and Loop Capital Markets LLC are acting as co-managers for the euro offering.

The notes offerings are being made pursuant to an effective shelf registration statement and prospectus and related preliminary prospectus supplements filed by the Issuers with the U.S. Securities and Exchange Commission (the “SEC”). Before investing, potential investors should read the prospectus and the related preliminary prospectus supplements, the shelf registration statement and other documents that Baker Hughes has filed with the SEC for more complete information about Baker Hughes and these offerings.

Copies of the prospectus supplement and related prospectus for the U.S. dollar offering can be obtained from Goldman Sachs & Co. LLC at 1-866-471-2526, Morgan Stanley & Co. LLC at 1-866-718-1649, Citigroup Global Markets Inc. at 1-800-831-9146, Deutsche Bank Securities Inc. at 1-800-503-4611 or J.P. Morgan Securities LLC at 1-212-834-4533.

Copies of the prospectus supplement and related prospectus for the euro offering can be obtained from Goldman Sachs & Co. LLC at 1-866-471-2526, Morgan Stanley & Co. International plc at 1-866-718-1649, Citigroup Global Markets Limited at 1-800-831-9146, Deutsche Bank AG, London Branch at 1-800-503-4611 or J.P. Morgan Securities plc (for non-U.S. investors) at 44 207 134 2468 or J.P. Morgan Securities LLC (for U.S. investors) at 1-212-834-4533.

This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities, including the notes. There shall not be any sale of the securities described herein in any state or other 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 other jurisdiction.

Forward-Looking Statements

This news release (and oral statements made regarding the subjects of this release) may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, (each a “forward-looking statement”). Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words “may,” “will,” “should,” “potential,” “intend,” “expect,” “would,” “seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,” “could,” “project,” “predict,” “continue,” “target,” “goal” or other similar words or expressions. There are many risks and uncertainties that could cause actual results to differ materially from our forward-looking statements. These forward-looking statements are also affected by the risk factors described in the Baker Hughes’ annual report on Form 10-K and those set forth from time to time in other filings with the SEC. The documents are available through the SEC’s Electronic Data Gathering and Analysis Retrieval system at: www.sec.gov. The Company undertakes no obligation to publicly update or revise any forward-looking statement, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

The Company’s expectations regarding its business outlook and business plans; the business plans of its customers; oil and natural gas market conditions; cost and availability of resources; economic, legal and regulatory conditions, and other matters are only our forecasts regarding these matters.

About Baker Hughes:

Baker Hughes (Nasdaq: BKR) is an energy technology company that provides solutions to energy and industrial customers worldwide. Built on a century of experience and conducting business in over 120 countries, our innovative technologies and services are taking energy forward – making it safer, cleaner and more efficient for people and the planet. Visit us at bakerhughes.com.

For more information, please contact:

Investor Relations

Chase Mulvehill

+1 346-297-2561

investor.relations@bakerhughes.com

Media Relations

Adrienne M. Lynch

+1 713-906-8407

adrienne.lynch@bakerhughes.com

Exhibit 99.2

Baker Hughes Successfully Issues $6.5 Billion and €3 Billion of Senior Notes

HOUSTON and LONDON, March 11, 2026 (GLOBE NEWSWIRE) — Baker Hughes Company (NASDAQ: BKR) (“Baker Hughes” or the “Company”) today successfully issued $6.5 billion in debt consisting of five tranches of senior unsecured notes and €3 billion in debt consisting of four tranches of senior unsecured notes (collectively, the “notes”):

 

  •  

$500 million 4.050% Senior Notes due 2029

 

  •  

$1.25 billion 4.350% Senior Notes due 2031

 

  •  

$750 million 4.650% Senior Notes due 2033

 

  •  

$2 billion 5.000% Senior Notes due 2036

 

  •  

$2 billion 5.850% Senior Notes due 2056

 

  •  

€600 million 3.226% Senior Notes due 2030

 

  •  

€900 million 3.812% Senior Notes due 2034

 

  •  

€750 million 4.193% Senior Notes due 2038

 

  •  

€750 million 4.737% Senior Notes due 2046

The notes were issued by Baker Hughes’ wholly owned subsidiary, Baker Hughes Holdings LLC (“BHH LLC”) and by BHH LLC’s wholly owned subsidiary Baker Hughes Holdings Co-Obligor, Inc. (“Co-Obligor” and, together with BHH LLC, the “Issuers”), and are fully and unconditionally guaranteed on a senior unsecured basis by Baker Hughes.

Baker Hughes intends to use the net proceeds of the notes to fund a portion of the cash consideration for Baker Hughes’ proposed acquisition of all outstanding shares of common stock of Chart Industries, Inc. (the “Chart acquisition”). The notes are subject to a special mandatory redemption (at a price equal to 101% of the aggregate principal amount of such series of notes) under certain circumstances if the Chart acquisition is not consummated.

Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC acted as joint global coordinators and joint book-running managers for the U.S. dollar offering, and Goldman Sachs & Co. LLC and Morgan Stanley & Co. International plc acted as joint global coordinators and joint book-running managers for the euro offering. Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC acted as joint book-running managers for the U.S. dollar offering, and Citigroup Global Markets Limited, Deutsche Bank AG, London Branch and J.P. Morgan Securities plc acted as joint book-running managers for the euro offering.

BofA Securities, Inc., Barclays Capital Inc., HSBC Securities (USA) Inc., MUFG Securities Americas Inc. and UniCredit Capital Markets LLC acted as passive book-running managers for the U.S. dollar offering. BNP Paribas Securities Corp., SG Americas Securities, LLC and Standard Chartered Bank acted as senior co-managers for the U.S. dollar offering. Intesa Sanpaolo IMI Securities Corp., RBC Capital Markets, LLC, BBVA Securities Inc., Academy Securities, Inc., Siebert Williams Shank & Co., LLC, The Standard Bank of South Africa Limited and Loop Capital Markets LLC acted as co-managers for the U.S. dollar offering.

Merrill Lynch International, Barclays Bank PLC, HSBC Bank plc, MUFG Securities EMEA plc and UniCredit Bank GmbH acted as passive book-running managers for the euro offering. BNP PARIBAS, Société Générale and Standard Chartered Bank acted as senior co-managers for the euro offering. Intesa Sanpaolo IMI Securities Corp., RBC Europe Limited, Banco Bilbao Vizcaya Argentaria, S.A., Academy Securities, Inc., Siebert Williams Shank & Co., LLC, The Standard Bank of South Africa Limited and Loop Capital Markets LLC acted as co-managers for the euro offering.

The notes offerings were made pursuant to an effective shelf registration statement and prospectus and related prospectus supplements filed by the Issuers with the U.S. Securities and Exchange Commission (the “SEC”). Before investing, potential investors should read the prospectus and the related prospectus supplements, the shelf registration statement and other documents that Baker Hughes has filed with the SEC for more complete information about Baker Hughes and these offerings.

Copies of the prospectus supplement and related prospectus for the U.S. dollar offering can be obtained from Goldman Sachs & Co. LLC at 1-866-471-2526, Morgan Stanley & Co. LLC at 1-866-718-1649, Citigroup Global Markets Inc. at 1-800-831-9146, Deutsche Bank Securities Inc. at 1-800-503-4611 or J.P. Morgan Securities LLC at 1-212-834-4533.

Copies of the prospectus supplement and related prospectus for the euro offering can be obtained from Goldman Sachs & Co. LLC at 1-866-471-2526, Morgan Stanley & Co. International plc at 1-866-718-1649, Citigroup Global Markets Limited at 1-800-831-9146, Deutsche Bank AG, London Branch at 1-800-503-4611 or J.P. Morgan Securities plc (for non-U.S. investors) at 44 207 134 2468 or J.P. Morgan Securities LLC (for U.S. investors) at 1-212-834-4533.

This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities, including the notes. There shall not be any sale of the securities described herein in any state or other 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 other jurisdiction.

Forward-Looking Statements

This news release (and oral statements made regarding the subjects of this release) may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, (each a “forward-looking statement”). Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words “may,” “will,” “should,” “potential,” “intend,” “expect,” “would,” “seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,” “could,” “project,” “predict,” “continue,” “target,” “goal” or other similar words or expressions. There are many risks and uncertainties that could cause actual results to differ materially from our forward-looking statements. These forward-looking statements are also affected by the risk factors described in the Baker Hughes’ annual report on Form 10-K and those set forth from time to time in other filings with the SEC. The documents are available through the SEC’s Electronic Data Gathering and Analysis Retrieval system at: www.sec.gov. The Company undertakes no obligation to publicly update or revise any forward-looking statement, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

The Company’s expectations regarding its business outlook and business plans; the business plans of its customers; oil and natural gas market conditions; cost and availability of resources; economic, legal and regulatory conditions, and other matters are only our forecasts regarding these matters.

About Baker Hughes:

Baker Hughes (NASDAQ: BKR) is an energy technology company that provides solutions to energy and industrial customers worldwide. Built on a century of experience and conducting business in over 120 countries, our innovative technologies and services are taking energy forward – making it safer, cleaner and more efficient for people and the planet. Visit us at bakerhughes.com.

For more information, please contact:

Investor Relations

Chase Mulvehill

+1 346-297-2561

investor.relations@bakerhughes.com

Media Relations

Adrienne M. Lynch

+1 713-906-8407

adrienne.lynch@bakerhughes.com

Source: View Original Filing on SEC EDGAR

FAQ

What debt did Baker Hughes (BKR) issue in this senior notes transaction?

Baker Hughes issued $6.5 billion and €3 billion of senior unsecured notes via subsidiaries. The U.S. dollar portion spans five tranches, and the euro portion four tranches, with fixed coupons between 3.226% and 5.850% and maturities from 2029 to 2056.

How will Baker Hughes (BKR) use the proceeds from the new senior notes?

Baker Hughes intends to use the net proceeds to fund part of the cash consideration for its proposed acquisition of Chart Industries. Additional uses include paying related transaction fees and expenses and repaying outstanding indebtedness of Chart once the acquisition is completed.

What protection do investors have if the Baker Hughes–Chart Industries deal fails?

The notes include a special mandatory redemption feature at 101% of aggregate principal amount for each series if the Chart acquisition is not consummated under specified conditions. This structure gives bond investors defined downside protection tied directly to completion of the acquisition.

Are the new Baker Hughes senior notes guaranteed and by whom?

Yes. The notes issued by Baker Hughes Holdings LLC and its co-obligor subsidiary are fully and unconditionally guaranteed on a senior unsecured basis by Baker Hughes Company. This means bondholders have recourse to the parent company, not only to the issuing subsidiaries.

How does the new bond financing relate to Baker Hughes’ prior bridge facility?

Effective March 11, 2025, Baker Hughes terminated approximately $11.0 billion in commitments under a previously disclosed bridge facility for the Chart acquisition. The new $6.5 billion and €3 billion bond issues provide long-term capital markets financing instead of relying on that bridge commitment.

Under what framework were the Baker Hughes notes registered and offered?

The notes are registered under automatic shelf registration statements on Form S-3 filed by the issuing subsidiaries. The offerings were made pursuant to this effective shelf registration, related prospectuses and prospectus supplements filed with the U.S. Securities and Exchange Commission.

Filing Exhibits & Attachments

12 documents

Press Releases

Other Documents