| Item 1.01 | Entry into a Material Definitive Agreement. |
On December 31, 2023, Baker Hughes Company (“Baker Hughes”), Baker Hughes Holdings LLC (“BHH LLC”), Baker Hughes
Co-Obligor,
Inc.
(“Co-Obligor”)
and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) entered into a seventh supplemental indenture (the “2008 Supplemental Indenture”) to the indenture, dated October 28, 2008, by and among BHH LLC, the other obligors thereunder and the Trustee (as amended and supplemented, the “2008 Indenture”).
Also on December 31, 2023, Baker Hughes, BHH LLC,
Co-Obligor,
Baker Hughes Oilfield Operations, LLC, Baker Hughes International Branches, LLC and the Trustee entered into a second supplemental indenture (the “1994 Supplemental Indenture”) to the indenture, dated May 15, 1994, by and among BHH LLC, the other obligors thereunder and the Trustee (as amended and supplemented, the “1994 Indenture”).
On December 31, 2023, Baker Hughes, BHH LLC,
Co-Obligor
and the Trustee also entered into a second supplemental indenture (the “1991 Supplemental Indenture” and, together with the 2008 Supplemental Indenture and the 1994 Supplemental Indenture, the “Supplemental Indentures”) to the indenture, dated May 15, 1991, by and among BHH LLC, the other obligors thereunder and the Trustee (as amended and supplemented, the “1991 Indenture” and, together with the 2008 Indenture and 1994 Indenture, the “Indentures”).
Under the Supplemental Indentures, Baker Hughes, the indirect parent of BHH LLC,
Co-Obligor,
BH Oilfield Operations and BH International Branches, has agreed to fully and unconditionally guarantee (the “Parent Guarantees”) each series of debt securities issued and currently outstanding under the Indentures.
In accordance with Rule
3-10
of Regulation
S-X
and Rule
12h-5
of the Exchange Act, BHH LLC, as an issuer of debt securities that are fully and unconditionally guaranteed by its parent company, is exempt from the requirements of the Exchange Act. Therefore, BHH LLC is exempt from filing an Annual Report on Form
10-K
for the fiscal year ended December 31, 2023 and will cease filing subsequent current, quarterly and annual reports beginning the date hereof and for so long as it remains eligible for such exemption under Rule
12h-5
or any successor provisions.
The descriptions set forth in this Item 1.01 are qualified in their entirety by the full texts of the Supplemental Indentures, each of which are filed as exhibits to this Current Report on Form
8-K.
Item 2.03 Creation of a Direct Financial Obligations or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant.
The information provided under Item 1.01 in this Current Report on Form
8-K
regarding the Supplemental Indentures and the Parent Guarantees is incorporated by reference into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits. |
| | |
| Exhibit | | Description |
| |
| 4.1 | | Seventh Supplemental Indenture, dated as of December 31, 2023, by and among Baker Hughes Holdings LLC and Baker Hughes Co-Obligor, Inc., as Existing Obligors, Baker Hughes Company, as Parent Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Trustee. |
| |
| 4.2 | | Second Supplemental Indenture, dated as of December 31, 2023, by and among Baker Hughes Holdings LLC, Baker Hughes Co-Obligor, Inc., Baker Hughes Oilfield Operations, LLC and Baker Hughes International Branches, LLC, as Existing Obligors, Baker Hughes Company, as Parent Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Trustee. |
| |
| 4.3 | | Second Supplemental Indenture, dated as of December 31, 2023, by and among Baker Hughes Holdings LLC and Baker Hughes Co-Obligor, Inc., as Existing Obligors, Baker Hughes Company, as Parent Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Trustee. |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
