Baker Hughes Incorporated (NYSE:BHI) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01. Completion of Acquisition or Disposition of Assets.
On December 30, 2016, Baker Hughes Incorporated (Baker
Hughes) announced the closing of the transactions
contemplated by the Contribution Agreement among Baker Hughes
Oilfield Operations, Inc. (BHOO), a wholly owned
subsidiary of Baker Hughes; Allied Completions Holdings, LLC
(Partner), a portfolio company of CSL Capital
Management, LLC; BJ Services, LLC (BJ Services),
a wholly owned subsidiary of Baker Hughes; and, for the purposes
of certain provisions of the Contribution Agreement (as defined
below), Allied Energy JV Contribution, LLC (Investor
JV), an affiliate of CSL Capital Management, LLC and
West Street Energy Partners (a fund managed by the Merchant
Banking Division of Goldman, Sachs Co.) (the Contribution
Agreement). to the Contribution Agreement, (i) BHOO
contributed its onshore pressure pumping business in the United
States and Canada, including cementing, stimulation, hydraulic
fracturing and acidizing services and coiled tubing assets, to BJ
Services, (ii) Partner contributed cash and Partners pressure
pumping services (cementing, fracturing and acidizing) business
(which is located in the United States) to BJ Services, (iii) BJ
Services received a cash contribution from Investor JV (of which
it retained $175 million), and (iv) BHOO and its affiliates
received $150 million in cash. Immediately following the closing,
BHOO and a BHOO affiliate held, in the aggregate, 46.69% of the
outstanding membership interests of BJ Services and Investor JV
held 53.31% of the outstanding membership interests of BJ
Services.
The foregoing description of the Contribution Agreement is not
complete and is qualified in it is entirety by reference to the
full text of the Contribution Agreement, which was filed with the
Securities and Exchange Commission (the SEC) as
Exhibit 2.1 to the Baker Hughes Current Report on Form 8-K filed
with the SEC on December 1, 2016 and is incorporated herein by
reference.
Item 5.02. Departure of Directors or Certain Officers
Election of Directors Appointment of Certain Officers
Compensatory Arrangements of Certain Officers.
In connection with the transactions (the Merger)
contemplated by the Transaction Agreement and Plan of Merger
entered into on October 30, 2016 among Baker Hughes, General
Electric Company and certain subsidiaries of Baker Hughes, Baker
Hughes entered into a letter agreement with Kimberly A. Ross,
Senior Vice President and Chief Financial Officer of Baker
Hughes, on December 30, 2016.
The letter agreement provides that, effective as of the day
following the closing of the Merger, Ms. Ross will incur a
termination of employment by Baker Hughes without cause (as
defined in her Change in Control Agreement with Baker Hughes) and
will resign from her positions with Baker Hughes and its
subsidiaries.
To mitigate the potential adverse tax consequences to Baker
Hughes and Ms. Ross under Sections 280G and 4999 of the Internal
Revenue Code arising from compensation that will or may become
payable to her in connection with the Merger,
to the letter agreement, Baker Hughes provided her with the
following on December 30, 2016 (rather than on the scheduled
dates in the first quarter of 2017):
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the $400,000 guaranteed bonus for the first six months of 2016 for which she is eligible under Baker Hughes Annual Incentive Compensation Plan for Employees and the performance scorecard program (such bonus was originally scheduled to be paid in March 2017); and |
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accelerated vesting of 50,687 restricted stock units granted to her in 2015 and 2016 under the Baker Hughes 2002 Director Officer Long-Term Incentive Plan (such vesting was originally scheduled to occur in January 2017). |
Ms. Ross is required to reimburse Baker Hughes for the bonus
payment and restricted stock units (net of applicable tax
withholding) if, prior to the original payment or vesting date,
her employment is terminated by Baker Hughes for cause or she
resigns without good reason (as such terms are defined in her
Change in Control Agreement).
The letter agreement also affirms Ms. Rosss continued obligations
under her Executive Agreement with Baker Hughes, including
confidentiality, non-competition and non-solicitation of
customers and employees, and her continued rights under her
Change in Control Agreement and her Indemnification Agreement
with Baker Hughes.
Item 9.01. Financial Statements and Exhibits.
(b) Pro forma Financial Information.
The required pro forma consolidated condensed financial
statements as of and for the nine months ended September 30, 2016
and year ended December 31, 2015 are filed as Exhibit 99.1 to
this Current Report on Form 8-K and are incorporated herein by
reference.
(d) Exhibits.
| Exhibit Number | Description |
| 99.1 |
Unaudited Pro Forma Consolidated Condensed Financial Statements |
About Baker Hughes Incorporated (NYSE:BHI)
Baker Hughes Incorporated is engaged in the oilfield services industry. The Company is a supplier of oilfield services, products, technology and systems used in the oil and natural gas industry around the world. The Company also provides industrial products and services for other businesses, including downstream chemicals, and process and pipeline services. It conducts its operations through its subsidiaries, affiliates, ventures and alliances. The Company has four geographical operating segments: North America, Latin America, Europe/Africa/Russia Caspian and Middle East/Asia Pacific. The Company also has an Industrial Services segment, which includes the downstream chemicals business and the process and pipeline services business. The Company’s oilfield products and services are of approximately two categories, Drilling and Evaluation or Completion and Production. The Company’s Industrial Services consists of its downstream chemicals and process, and pipeline services businesses. Baker Hughes Incorporated (NYSE:BHI) Recent Trading Information
Baker Hughes Incorporated (NYSE:BHI) closed its last trading session down -0.39 at 63.96 with 2,555,000 shares trading hands.