BKR executes low-margin Term Loan with Goldman Sachs, Aug 15 2025

Rhea-AI Filing Summary

Baker Hughes Company disclosed a new Term Loan Credit Agreement dated August 15, 2025 among Baker Hughes Holdings LLC (borrower), Baker Hughes Company (parent guarantor), the lenders and Goldman Sachs Bank USA as Administrative Agent. The agreement references pricing tied to the companys credit Ratings (Standard & Poors or Moodys): either a non-credit enhanced long-term debt determination or the Alternate Base Rate plus an applicable margin of 0bps or 12.5bps depending on BHHs Ratings. The filing includes a signed cover page interactive data file and is dated August 18, 2025, signed by Fernando Contreras, Vice President, Chief Compliance Officer & Corporate Secretary.

Positive

• Term Loan Agreement executed on August 15, 2025 providing financing certainty
• Very low pricing range with an applicable margin of 0bps or 12.5bps, indicating low incremental borrowing cost if ratings permit
• Parent guarantor in place (Baker Hughes Company) which supports the borrowers credit position

Negative

• None.

Insights

Credit Analyst

TL;DR: New term loan with extremely low margins tied to credit ratings, indicating favorable pricing flexibility.

The agreement establishes a Term Loan facility executed on August 15, 2025 with Goldman Sachs Bank USA as Administrative Agent and identifies pricing that either uses a ratings-based spread or an Alternate Base Rate plus an applicable margin of 0bps or 12.5bps. Such a narrow spread range implies the facility is priced at very low incremental cost relative to benchmark rates.

This structure makes near-term interest expense sensitive to the companys external credit Ratings; an upgrade or downgrade could move the margin between 0bps and 12.5bps. Monitor published credit Ratings and any future amendments to the Term Loan Credit Agreement within the next months for shifting borrowing costs.

Corporate Finance Officer

TL;DR: The company formalized lender agreements and provided required interactive cover data and officer certification.

The filing shows the company completed execution and provided the Cover Page Interactive Data File embedded in the Inline XBRL document, and the form was signed by an authorized officer on August 18, 2025. This satisfies public disclosure and compliance steps for a material financing event.

Investors should note the explicit party roles: Baker Hughes Holdings LLC as borrower and Baker Hughes Company as parent guarantor, which clarifies the corporate support for the facility and the legal borrower/guarantor structure relevant to credit analysis in the near term.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

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 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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Baker Hughes Co false 0001701605 0001701605 2025-08-15 2025-08-15 0001701605 us-gaap:CommonStockMember 2025-08-15 2025-08-15 0001701605 us-gaap:SeniorNotesMember 2025-08-15 2025-08-15

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): August 15, 2025

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 August 15, 2025, Baker Hughes Holdings LLC (“BHH”), as borrower, and Baker Hughes Company (“BHC”), as parent guarantor, entered into a term loan credit agreement (the “Term Loan Credit Agreement”) with the lender parties thereto (the “Lenders”) and Goldman Sachs Bank USA (the “Administrative Agent”), as administrative agent, with aggregate lending commitments of $2.6 billion for a senior, unsecured delayed draw term loan facility in connection with BHC’s previously announced agreement to acquire Chart Industries, Inc. (“Chart”) pursuant to that certain Agreement and Plan of Merger, dated as of July 28, 2025, among BHC, Tango Merger Sub, Inc. and Chart (the “Merger Agreement” and the acquisition of Chart, the “Chart Acquisition”). BHC fully guaranteed the obligations under the Term Loan Credit Agreement.

The availability of the term loan under the Term Loan Credit Agreement is subject to the satisfaction (or waiver) of certain conditions set forth therein, including the substantially concurrent consummation of the Chart Acquisition. The proceeds of the term loan shall be used by BHC to finance, together with other sources of funds, the Chart Acquisition and to pay related fees and expenses in the event that BHC has not obtained other permanent financing prior to the closing of the Chart Acquisition.

Under the Term Loan Credit Agreement, the term loan commitments will be reduced by the full amount of any net cash proceeds that BHC or its subsidiaries receive from certain asset sales between the effective date of the Term Loan Credit Agreement and the term loan closing date, after giving effect to any applicable reinvestment period.

Loans under the Term Loan Credit Agreement will bear interest at a rate per annum equal to (i) Adjusted Term SOFR (being Term SOFR plus a credit spread adjustment of 10 bps), plus an applicable margin ranging from 62.5 bps to 112.5 bps based on the ratings of BHH’s senior unsecured non-credit enhanced long-term debt, as determined by Standard & Poor’s or Moody’s (the “Ratings”), or (ii) the Alternate Base Rate (as defined in the Term Loan Credit Agreement), plus an applicable margin of 0 bps or 12.5 bps based on BHH’s Ratings.

Unless previously terminated, commitments under the Term Loan Credit Agreement will terminate upon the earliest of (i) the closing of the Chart Acquisition without the funding of any term loans under the Term Loan Credit Agreement, (ii) the date on which the Merger Agreement is terminated in accordance with its terms and such termination has either been publicly announced by a party thereto or the Administrative Agent has received written notice thereof from BHH, and (iii) five business days after the Outside Date (as defined in the Merger Agreement as in effect on July 28, 2025). Borrowings under the Term Loan Credit Agreement will mature 2 years from the date of funding.

The Term Loan Credit Agreement also contains (i) certain representations and warranties, (ii) certain affirmative covenants, (iii) certain negative covenants and (iv) certain events of default, including among other things, cross-acceleration to certain indebtedness, and certain events of bankruptcy in each case, that BHH and BHC consider customary. If such an event of default occurs, the Lenders would be entitled to accelerate amounts due under the Term Loan Credit Agreement.

The above summary of the terms of the Term Loan Credit Agreement is not a complete description thereof and is qualified in its entirety by the full text of such agreement which is filed as Exhibit 10.1 hereto and 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 included in Item 1.01 above is hereby incorporated by reference in its entirety into this Item 2.03.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
10.1		Term Loan Credit Agreement, dated as of August 15, 2025, among Baker Hughes Holdings LLC, as the borrower, Baker Hughes Company, as the parent guarantor, the lenders party thereto and Goldman Sachs Bank USA, as Administrative Agent.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: August 18, 2025				By:		/s/ Fernando Contreras
				Name:		Fernando Contreras
				Title:		Vice President, Chief Compliance Officer & Corporate Secretary

FAQ

What did Baker Hughes (BKR) disclose in the 8-K?

The company disclosed a Term Loan Credit Agreement dated August 15, 2025 between Baker Hughes Holdings LLC (borrower), Baker Hughes Company (parent guarantor), lenders and Goldman Sachs Bank USA as Administrative Agent.

How is interest priced under the new term loan for BKR?

Pricing is tied to either a non-credit enhanced long-term debt determination by Standard & Poors or Moodys, or the Alternate Base Rate plus an applicable margin of 0bps or 12.5bps based on Baker Hughes Holdings Ratings.

Who signed the 8-K filing for Baker Hughes and when?

The filing is signed by Fernando Contreras, Vice President, Chief Compliance Officer & Corporate Secretary, dated August 18, 2025.

Which entity is the borrower and which is the guarantor in the agreement?

The borrower is Baker Hughes Holdings LLC and the parent guarantor is Baker Hughes Company.

Does the filing include structured data or interactive files?

Yes, the filing includes a Cover Page Interactive Data File embedded within the Inline XBRL document.