Filing Details

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Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Amended Schedule 13D is hereby supplemented by adding the following:

“On November 13, 2018, GE, BHGE and BHGE LLC entered into a Master Agreement (the “Master Agreement”) and a series of related ancillary agreements (collectively, the “Master Agreement Framework”) designed to further solidify the commercial and technological collaborations between the two companies and to facilitate BHGE’s ability to transition from operating as a controlled company.  In particular, the Master Agreement Framework contemplates long-term agreements between BHGE, BHGE LLC and GE on technology, fulfillment and other key areas to provide greater clarity to customers and shareholders.  The Master Agreement also obligates BHGE and BHGE LLC to facilitate the Secondary Offering.

GE, BHGE and BHGE LLC also entered into an Equity Repurchase Agreement, dated November 13, 2018 (the “Repurchase Agreement”) pursuant to which BHGE and BHGE LLC have agreed to the Repurchase.  The Repurchase Agreement obligates BHGE and BHGE LLC to repurchase 65,000,000 Paired Interests from GE or one or more of its affiliates.  In the event that the underwriters of the Secondary Offering do not exercise in full their 30-day option to purchase additional shares of Class A Common Stock from GE or such affiliates in connection with the Secondary Offering, BHGE and BHGE LLC are also obligated under the Repurchase Agreement to repurchase from GE or any such affiliates an additional number of Paired Interests equal to the number of shares of Class A Common Stock not purchased by the underwriters.  The number of Paired Interests to be repurchased from GE and its affiliates under the Repurchase Agreement is subject to a maximum aggregate repurchase price of approximately $1.5 billion.

Pursuant to the Master Agreement, GE and BHGE amended and restated the Stockholders Agreement (the “A&R Stockholders Agreement”) to provide for the following amendments:

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The lockup period, which prevented GE from disposing of any shares of Common Stock of BHGE until July 3, 2019, expires on November 12, 2018.

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“Trigger Date” means the later of (i) July 3, 2019 and (ii) the first date on which the Reporting Persons cease to beneficially own more than fifty percent (50%) of the voting power of the outstanding Common Stock of BHGE.

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GE’s right to designate a majority of directors for nomination to the BHGE Board will continue until the Trigger Date.  Following the Trigger Date, for so long as it and its affiliates beneficially own at least 20% of the voting power of BHGE’s outstanding Common Stock, GE will have the right to nominate one director for election to the BHGE Board and will no longer have any right to representation on any Committee of the BHGE Board.  If GE and its affiliates do not own at least 20% of the voting power of BHGE’s outstanding Common Stock (the “20% Trigger Date”), GE will not have the right to designate a director for nomination to the BHGE Board.

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In the event of a vacancy on the BHGE Board with respect to any director who was not designated by GE, the Governance & Nominating Committee will, until the 20% Trigger Date, fill such vacancy or designate a person for nomination reasonably acceptable to GE.

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When GE’s right to nominate directors is reduced upon the Trigger Date or the 20% Trigger Date, any director that has been designated by GE is required to deliver his or her resignation from the BHGE Board for consideration by the Conflicts Committee.  However, where GE’s right to nominate directors is reduced upon the Trigger Date (but where that date is not also the 20% Trigger Date), one of GE’s five designees, as determined by GE, shall not be required to tender his or her resignation.

The foregoing summaries of the terms of the Master Agreement, the Repurchase Agreement and the A&R Stockholders Agreement are not complete descriptions thereof and are qualified in their entirety by the full text of such agreements, which are filed as Exhibit 99.9, Exhibit 99.10 and Exhibit 99.4 hereto, respectively, and incorporated herein by reference.

SIGNATURES

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: November 13, 2018

 

 

 

 

 

SCHEDULE I

DIRECTORS AND EXECUTIVE OFFICERS OF

GENERAL ELECTRIC COMPANY

The following table sets forth certain information with respect to the directors and executive officers of General Electric Company. The business address of each director and executive officer of General Electric Company is 41 Farnsworth Street, Boston, Massachusetts 02210.

 

SCHEDULE II

DIRECTORS AND EXECUTIVE OFFICERS OF

GE INVESTMENTS, INC.

The following table sets forth certain information with respect to the directors and executive officers of GE Investments, Inc.  The business address of each director and executive officer of GE Investments, Inc. is 901 Main Avenue, Norwalk, Connecticut 06851-1168.

SCHEDULE III

DIRECTORS AND EXECUTIVE OFFICERS OF

GE OIL & GAS US HOLDINGS I, INC.

The following table sets forth certain information with respect to the directors and executive officers of GE Oil & Gas US Holdings I, Inc.  The business address of each director and executive officer of GE Oil & Gas US Holdings I, Inc. is 191 Rosa Parks Street, Cincinnati, Ohio 45202.

SCHEDULE IV

DIRECTORS AND EXECUTIVE OFFICERS OF

GE OIL & GAS US HOLDINGS IV INC.

The following table sets forth certain information with respect to the directors and executive officers of GE Oil & Gas US Holdings IV, Inc.  The business address of each director and executive officer of GE Oil & Gas US Holdings IV, Inc. is 191 Rosa Parks Street, Cincinnati, Ohio 45202.

 

 

SCHEDULE V

DIRECTORS AND EXECUTIVE OFFICERS OF

GE HOLDINGS (US), INC.

The following table sets forth certain information with respect to the directors and executive officers of GE Holdings (US), Inc.  The business address of each director and executive officer of GE Holdings (US), Inc. is 901 Main Avenue, Norwalk, Connecticut  06851-1168.

 

 

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