| CIK | 0000808362 |
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): October 22, 2021
BAKER HUGHES COMPANY | BAKER HUGHES HOLDINGS LLC | |||||
| (Exact name of registrant as specified in its charter) | ||||||
| Delaware | 1-38143 | 81-4403168 | Delaware | 1-09397 | 76-0207995 | |
| (State of Incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) | (State of Incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) | |
17021 Aldine Westfield Road
Houston, Texas 77073
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 Name of each exchange on which registered
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Class A Common Stock, par value $0.0001 per share | BKR | New York Stock Exchange |
| 5.125% Senior Notes due 2040 | - | New York Stock Exchange |
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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
(d)
On October 22, 2021, the Board of Directors of Baker Hughes Company (“Baker Hughes”) determined to voluntarily withdraw the principal listing of Baker Hughes’ shares of Class A Common Stock, $0.0001 par value per share (the “Class A Shares”) and Baker Hughes Holdings LLC’s 5.125% Senior Notes due 2040 (the “Notes”) from the New York Stock Exchange (“NYSE”) and transfer the listing of the Class A Shares and the Notes to The Nasdaq Stock Market LLC (“Nasdaq”).
Baker Hughes expects that listing and trading of its Class A Shares and the Notes on NYSE will end at market close on December 6, 2021, and that trading will begin on Nasdaq at market open on December 7, 2021.
Item 7.01. Regulation FD Disclosure
Baker Hughes issued the press release attached hereto as Exhibit 99.1 in connection with the transfer of the principal listing of the Class A Shares and the Notes to Nasdaq.
The information in Items 7.01 and 9.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description |
| 99.1 | Press release issued by Baker Hughes Company dated October 27, 2021. |
| 101.SCH* | Inline XBRL Schema Document |
| 101.CAL* | Inline XBRL Calculation Linkbase Document |
| 101.LAB* | Inline XBRL Label Linkbase Document |
| 101.PRE* | Inline XBRL Presentation Linkbase Document |
| 101.DEF* | Inline XBRL Definition Linkbase Document |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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: | October 27, 2021 | By: | /s/ Lee Whitley | ||
| Name: | Lee Whitley | ||||
| Title: | Vice President and Corporate Secretary | ||||
| Baker Hughes Holdings LLC | |||||
| Date: | October 27, 2021 | By: | /s/ Lee Whitley | ||
| Name: | Lee Whitley | ||||
| Title: | Vice President and Corporate Secretary | ||||