Baker Hughes Incorporated (NYSE:BHI) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed, on October 30, 2016, Baker Hughes
Incorporated (the Company), General Electric
Company (GE) and certain subsidiaries of the
Company entered into a Transaction Agreement and Plan of Merger
(the Transaction Agreement). The Company, GE and
certain subsidiaries of the Company amended certain provisions of
the Transaction Agreement as of March 27, 2017 (the
Amendment), among other things, to provide for
the transaction structure described below, to make certain
corresponding changes to the Transaction Agreement and various
ancillary agreements attached thereto, and to increase the size
of the board of directors of Bear Newco, Inc. (New Baker
Hughes) from nine to eleven directors and increase the
number of the Companys designees to the board of directors of New
Baker Hughes from four to five and the number of GEs designees
from five to six. The Amendment, including the transaction
structure, is also described in the preliminary combined proxy
statement/prospectus of New Baker Hughes, which was filed on
March 29, 2017 with the U.S. Securities and Exchange Commission
on Form S-4.

The Amendment provides that the transactions contemplated by the
Transaction Agreement (the Transactions) include
(i)the merger of the Company with an indirect, wholly owned
subsidiary of the Company, with the Company surviving the merger
as a direct wholly owned subsidiary of BHI Newco, Inc.
(Newco 2) (the First Merger),
(ii) the conversion of the surviving corporation of the First
Merger into a Delaware limited liability company (Newco
LLC) (the Conversion), (iii)the merger
of Newco 2 with New Baker Hughes, with New Baker Hughes surviving
the merger (the Second Merger and collectively
with the First Merger, the Mergers) and (iv)the
transfer by GE to Newco LLC, following the Mergers and the
Conversion, and as originally provided under the Transaction
Agreement, of (1)all of the equity interests of the holding
companies that will hold directly or indirectly all of the assets
and liabilities of GEs oil and gas business (GE
OG), including any GE OG operating subsidiaries, and (2)
$7.4billion in cash in exchange for approximately 62.5% of the
membership interests in Newco LLC.

As originally provided under the Transaction Agreement,
immediately following completion of the Transactions, the
combined business of the Company and GE OG will be held by Newco
LLC. GE will own approximately 62.5% of Newco LLC and New Baker
Hughes will own approximately 37.5% of Newco LLC through certain
wholly owned subsidiaries of New Baker Hughes, one of which will
be the managing member of Newco LLC. GE will hold 100% of New
Baker Hughes Class B common stock, which will represent
approximately 62.5% of the voting power of the outstanding shares
of common stock of New Baker Hughes (calculated on a fully
diluted basis) and the Companys stockholders immediately prior to
the closing will hold 100% of the Class A common stock, which
will represent approximately 37.5% of the voting power of the
outstanding shares of common stock of New Baker Hughes. The
rights of New Baker Hughes Class A and Class B

common stock will be identical as to voting rights, but unlike
the holders of the Class A common stock, GE, as the holder of the
Class B common stock, will have no economic rights in New Baker
Hughes, including no right to dividends and no right to any
assets in the event of the liquidation of New Baker Hughes.

The foregoing descriptions of the Transaction Agreement and the
Amendment do not purport to be complete and are qualified in
their entirety by reference to the full text of the Transaction
Agreement, which was filed as an exhibit to Baker Hughes Current
Report on Form 8-K filed on November 1, 2016, and the Amendment,
which is attached hereto as Exhibit 2.1, each of which is
incorporated by reference herein.

Additional Information and Where to Find It

In connection with the proposed transaction between GE and Baker
Hughes, on March 29, 2017, the new NYSE listed corporation (Bear
Newco, Inc. or Newco) filed with the SEC a registration statement
on Form S-4 containing a preliminary combined proxy
statement/prospectus of Newco and Baker Hughes (the Preliminary
Combined Proxy Statement/Prospectus). The registration statement
has not yet become effective. After the registration statement is
declared effective by the SEC, Newco will file with the SEC a
definitive combined proxy statement/prospectus (the Combined
Proxy Statement/Prospectus) and Baker Hughes will mail the
Combined Proxy Statement/Prospectus to its stockholders and file
other documents regarding the proposed transaction with the SEC.
This communication is not a substitute for any proxy statement,
registration statement, proxy statement/prospectus or other
documents Baker Hughes and/or Newco may file with the SEC in
connection with the proposed transaction. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE
PRELIMINARY COMBINED PROXY STATEMENT/PROSPECTUS, ANY AMENDMENTS
OR SUPPLEMENTS TO THE PRELIMINARY COMBINED PROXY
STATEMENT/PROSPECTUS, THE COMBINED PROXY STATEMENT/PROSPECTUS
WHEN IT BECOMES AVAILABLE AND OTHER DOCUMENTS FILED BY BAKER
HUGHES OR NEWCO WITH THE SEC IN CONNECTION WITH THE PROPOSED
TRANSACTION, BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders are able to obtain
free copies of the Preliminary Combined Proxy
Statement/Prospectus and other documents filed with the SEC by
Baker Hughes and/or Newco through the website maintained by the
SEC at www.sec.gov. Investors and security holders will also be
able to obtain free copies of the documents filed by Newco and/or
Baker Hughes with the SEC on Baker Hughes website at
http://www.bakerhughes.com or by contacting Baker Hughes
Investor Relations at [email protected] or by
calling 1-713-439-8822.

No Offer or Solicitation

This communication is for informational purposes only and not
intended to and does not constitute an offer to subscribe for,
buy or sell, the solicitation of an offer to subscribe for, buy
or sell or an invitation to subscribe for, buy or sell any
securities or the solicitation of any vote or approval in any
jurisdiction to or in connection with the proposed transaction or
otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable
law. No offer of securities

shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended, and otherwise in accordance with applicable law.

Participants in the Solicitation

GE, Baker Hughes, Newco, their respective directors, executive
officers and other members of its management and employees may be
deemed to be participants in the solicitation of proxies in
connection with the proposed transaction. Information regarding
the persons who may, under the rules of the SEC, be deemed
participants in the solicitation of proxies in connection with
the proposed transaction, including a description of their direct
or indirect interests, by security holdings or otherwise, will be
set forth in the Combined Proxy Statement/Prospectus and other
relevant materials when it is filed with the SEC. Information
regarding the directors and executive officers of GE is contained
in GEs proxy statement for its 2017 annual meeting of
stockholders, filed with the SEC on March 8, 2017, its Annual
Report on Form 10-K for the year ended December 31, 2016, which
was filed with the SEC on February 24, 2017, and certain of its
Current Reports filed on Form 8-K. Information regarding the
directors and executive officers of Baker Hughes is contained in
Baker Hughes proxy statement for its 2017 annual meeting of
stockholders, filed with the SEC on March 9, 2017, its Annual
Report on Form 10-K for the year ended December 31, 2016, which
was filed with the SEC on February 8, 2017, and certain of its
Current Reports filed on Form 8-K. These documents can be
obtained free of charge from the sources indicated above.

Caution Concerning Forward-Looking Statements

This communication contains forward-looking statements as that
term is defined in Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934,
as amended by the Private Securities Litigation Reform Act of
1995, including statements regarding the proposed transaction
between GE and Baker Hughes. All statements, other than
historical facts, including statements regarding the expected
timing and structure of the proposed transaction; the ability of
the parties to complete the proposed transaction considering the
various closing conditions; the expected benefits of the proposed
transaction such as improved operations, enhanced revenues and
cash flow, synergies, growth potential, market profile, customers
business plans and financial strength; the competitive ability
and position of the combined company following completion of the
proposed transaction, including the projected impact on GEs
earnings per share; oil and natural gas market conditions; costs
and availability of resources; legal, economic and regulatory
conditions; and any assumptions underlying any of the foregoing,
are forward-looking statements. 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, endeavor,
seek, anticipate, estimate, overestimate, underestimate, believe,
could, project, predict, continue, target or other similar words
or expressions. Forward-looking statements are based upon current
plans, estimates and expectations that are subject to risks,
uncertainties and assumptions. Should one or more of these risks
or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those
indicated or anticipated by such forward-looking statements. The
inclusion of such

statements should not be regarded as a representation that such
plans, estimates or expectations will be achieved. Important
factors that could cause actual results to differ materially from
such plans, estimates or expectations include, among others,
(1)that one or more closing conditions to the transaction,
including certain regulatory approvals, may not be satisfied or
waived, on a timely basis or otherwise, including that a
governmental entity may prohibit, delay or refuse to grant
approval for the consummation of the proposed transaction, may
require conditions, limitations or restrictions in connection
with such approvals or that the required approval by the
stockholders of Baker Hughes may not be obtained; (2)the risk
that the proposed transaction may not be completed in the time
frame expected by GE or Baker Hughes, or at all; (3)unexpected
costs, charges or expenses resulting from the proposed
transaction; (4)uncertainty of the expected financial performance
of the combined company following completion of the proposed
transaction; (5)failure to realize the anticipated benefits of
the proposed transaction, including as a result of delay in
completing the proposed transaction or integrating the businesses
of GE, Baker Hughes and Newco; (6)the ability of the combined
company to implement its business strategy; (7)difficulties and
delays in achieving revenue and cost synergies of the combined
company; (8)inability to retain and hire key personnel; (9)the
occurrence of any event that could give rise to termination of
the proposed transaction; (10)the risk that stockholder
litigation in connection with the proposed transaction or other
settlements or investigations may affect the timing or occurrence
of the contemplated merger or result in significant costs of
defense, indemnification and liability; (11)evolving legal,
regulatory and tax regimes; (12)changes in general economic
and/or industry specific conditions, including oil price changes;
(13)actions by third parties, including government agencies; and
(14) other risk factors as detailed from time to time in GEs and
Baker Hughes reports filed with the SEC, including GEs and Baker
Hughes annual report on Form 10-K, periodic quarterly reports on
Form 10-Q, periodic current reports on Form 8-K and other
documents filed with the SEC. The foregoing list of important
factors is not exclusive.

Any forward-looking statements speak only as of the date of this
communication. Neither GE nor Baker Hughes undertakes any
obligation to update any forward-looking statements, whether as a
result of new information or developments, future events or
otherwise, except as required by law. Readers are cautioned not
to place undue reliance on any of these forward-looking
statements.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

* Certain schedules have been omitted to Item 601(b)(2) of
Regulation S-K. Baker Hughes agrees to furnish supplementally a
copy of such schedules or any section thereof to the SEC upon
request.

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.

Dated: March 31, 2017

EXHIBIT INDEX

* Certain schedules have been omitted

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 up +0.79 at 60.10 with 5,912,916 shares trading hands.