OREANDA-NEWS. Baker Hughes Incorporated (the “Company”) (NYSE:BHI) announced today that, pursuant to its previously announced cash tender offer (the “Tender Offer”) for up to $1 billion combined aggregate principal amount (the “Maximum Tender Amount”) of its or its subsidiary’s 6.000% Senior Notes due 2018, 7.500% Senior Notes due 2018, 3.200% Senior Notes due 2021, 8.550% Debentures due 2024, 6.875% Notes due 2029 and 5.125% Senior Notes due 2040 (collectively, the “Notes”), approximately $1.095 billion in combined aggregate principal amount of the Notes was validly tendered and not validly withdrawn at or prior to 5 p.m., New York City time, on June 8, 2016, the early tender date for the Tender Offer (the “Early Tender Date”). The Tender Offer is being made upon the terms and is subject to the conditions set forth in the Offer to Purchase, dated May 25, 2016, and the related Letter of Transmittal (as they may be amended or supplemented, the “Tender Offer Documents”).

In accordance with the terms of the Tender Offer, the withdrawal deadline was 5 p.m., New York City time, on June 8, 2016. As a result, tendered Notes may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by the Company).

The table below sets forth the aggregate principal amount of each series of Notes that was validly tendered and not validly withdrawn on or prior to the Early Tender Date.

   

 

  

 

   Principal Amount   Principal Amount
Title of Security  

CUSIP Number

  

Acceptance Priority Level

   Outstanding   Tendered
6.000% Senior Notes due 2018(1)   055482 AJ2   1   $250,000,000   $53,127,000
7.500% Senior Notes due 2018   057224 AY3   1   $750,000,000   $224,622,000
8.550% Debentures due 2024(1)   957674 AD6   2   $150,000,000   $37,056,000
6.875% Notes due 2029   057224 AK3   3   $400,000,000   $94,212,000
5.125% Senior Notes due 2040   057224 AZ0   4   $1,500,000,000   $354,343,000
3.200% Senior Notes due 2021   057224 BC0   5   $750,000,000   $331,404,000
                 

(1) The 2018 6.000% Notes were issued by Western Atlas Inc., a subsidiary of the Company, as ultimate successor to BJ Services Company, and are fully and unconditionally guaranteed by the Company. The 2024 Notes were issued by Western Atlas Inc.
 

The principal amount of each series of Notes listed in the table above ultimately accepted for purchase will be determined in accordance with the Maximum Tender Amount and the Acceptance Priority Levels set forth in the table above, as described in the Tender Offer Documents. In addition, because the combined aggregate principal amount of validly tendered Notes exceeded the Maximum Tender Amount, the Notes will be purchased subject to proration as described in the Tender Offer Documents. As a result, a holder who validly tendered Notes pursuant to the Tender Offer may have all or a portion of its Notes returned to it. The early settlement date for the Notes accepted for purchase by the Company in connection with the Early Tender Date is currently expected to be June 10, 2016.

Holders of Notes accepted for purchase by the Company are eligible to receive the Total Consideration (as defined in the Tender Offer Documents), which includes an early tender premium of $30 per $1,000 principal amount of Notes tendered by such holders on or prior to the Early Tender Date.

Although the Tender Offer is scheduled to expire at midnight, New York City time, at the end of June 22, 2016, because holders of Notes subject to the Tender Offer validly tendered and did not validly withdraw Notes on or prior to the Early Tender Date for which the combined aggregate principal amount exceeded the Maximum Tender Amount, the Company does not expect to accept for purchase any Notes tendered after the Early Tender Date.

In addition to the Total Consideration, all holders of Notes accepted for purchase will also receive accrued and unpaid interest, rounded to the nearest cent, on the principal amount of such Notes from the last applicable interest payment date up to, but not including, the settlement date.

 

About the Company

Baker Hughes is a leading supplier of oilfield services, products, technology and systems to the worldwide oil and natural gas industry. The company’s 39,000 employees today work in more than 80 countries helping customers find, evaluate, drill, produce, transport and process hydrocarbon resources. For more information about Baker Hughes, visit: www.bakerhughes.com.