Obbligazione HughesBaker LLC 3.138% ( US05723KAG58 ) in USD

HughesBaker LLC

100 USD ▲

Stati Uniti

US05723KAG58 ( in USD )

3.138% per anno ( pagato 2 volte l'anno)

07/11/2029

Prospetto opuscolo dell'obbligazione Baker Hughes LLc US05723KAG58 en USD 3.138%, scadenza 07/11/2029

2 000 USD

525 000 000 USD

05723KAG5

A- ( Upper medium grade - Investment-grade )

A3 ( Upper medium grade - Investment-grade )

07/11/2025 ( In 14 giorni )

Baker Hughes LLC è una società multinazionale americana che fornisce prodotti e servizi all'industria energetica globale, operando nei settori dell'esplorazione, dello sviluppo e della produzione di petrolio e gas.

The Obbligazione issued by HughesBaker LLC ( United States ) , in USD, with the ISIN code US05723KAG58, pays a coupon of 3.138% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 07/11/2029

The Obbligazione issued by HughesBaker LLC ( United States ) , in USD, with the ISIN code US05723KAG58, was rated A3 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by HughesBaker LLC ( United States ) , in USD, with the ISIN code US05723KAG58, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B5
424B5 1 d813564d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-222111

Prospectus Supplement
(To Prospectus dated December 15, 2017)
$525,000,000

Baker Hughes, a GE company, LLC
Baker Hughes Co-Obligor, Inc.
3.138% Senior Notes due 2029

Baker Hughes, a GE company, LLC, a Delaware limited liability company ("BHGE LLC"), and Baker Hughes Co-Obligor, Inc., a Delaware
corporation (the "Co-Obligor" and, together with BHGE LLC, the "Issuers"), are offering $525,000,000 principal amount of our 3.138% Senior Notes due
2029 (the "notes"). We intend to use the net proceeds of this offering for general corporate purposes, which includes the redemption of our 3.200% notes
due August 15, 2021 (the "2021 notes") in accordance with the indenture governing such notes, as well as to pay fees and expenses related thereto. See
"Summary--Recent Developments--Redemption of 3.200% Senior Notes due 2021" and "Use of Proceeds."
The notes will mature on November 7, 2029. We will pay interest on the notes each May 7 and November 7, beginning on May 7, 2020. We may
redeem, at our option, all or part of the notes at any time at the redemption price, described under "Description of the Notes --Optional Redemption."
There is no sinking fund for the notes.
The notes will be our senior unsecured obligations and will rank equally in right of payment with all of our other indebtedness from time to time
outstanding that is not specifically subordinated in right of payment to the notes. The notes will be structurally subordinated to the indebtedness and all
other obligations of our subsidiaries other than the Co-Obligor. For a more detailed description of the notes, see "Description of the Notes" beginning on
page S-11 of this prospectus supplement.

Investing in our notes involves risks. You should carefully read and consider the "Risk Factors" beginning on
page S-5 of this prospectus supplement and in our other filings with the Securities and Exchange Commission, or the
SEC, incorporated by reference in this prospectus supplement or the accompanying prospectus before deciding to
invest in our notes.

Per Note

Total

Public offering price(1)

100.000%
$ 525,000,000
Underwriting discount(2)

0.450%
$
2,362,500
Proceeds, before expenses, to us

99.550%
$ 522,637,500

(1)
Plus accrued interest from November 7, 2019, if settlement occurs after that date.
(2)
See "Underwriting" for a description of the compensation payable to the underwriters.
Neither the SEC nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this
prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
The notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company for the accounts of its direct
and indirect participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, societe anonyme, on or
about November 7, 2019 (which settlement cycle is herein referred to as T+3).

Joint Book-Running Managers

BofA Securities

Morgan Stanley

Barclays

Citigroup

Deutsche Bank Securities

HSBC

J.P. Morgan
https://www.sec.gov/Archives/edgar/data/808362/000119312519285917/d813564d424b5.htm[11/7/2019 8:55:19 AM]

424B5
Co-Managers

Standard Chartered Bank

UniCredit Capital Markets
November 4, 2019.
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page
Summary
S-1
Risk Factors
S-5
Forward-Looking Statements
S-8
Use of Proceeds
S-9
Capitalization
S-10
Description of the Notes
S-11
Material U.S. Federal Income Tax Consequences
S-26
Underwriting
S-30
Legal Matters
S-37
Experts
S-37
Where You Can Find More Information
S-37
Information Incorporated by Reference
S-38
PROSPECTUS

Page
About This Prospectus

i
Where You Can Find More Information

i
The Combination of Baker Hughes Incorporated and GE Oil & Gas and Our Relationship with Baker Hughes, a GE company

iii
Forward-Looking Statements

iii
Baker Hughes, a GE company, LLC

1
Baker Hughes Co-Obligor, Inc.

1
Risk Factors

2
Use of Proceeds

3
Ratio of Earnings to Fixed Charges

4
Description of Debt Securities

5
Plan of Distribution

16
Legal Matters

18
Experts

18
Neither we nor the underwriters have authorized anyone to provide you with information different from that contained or incorporated by
reference in this prospectus supplement, the accompanying prospectus or in any free writing prospectus prepared by us or on our behalf. Neither
we nor the underwriters take any responsibility for, or can provide any assurance as to the reliability of, any information other than the
information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus or any free writing prospectus
prepared by us or on our behalf. The underwriters are not offering to sell, nor soliciting offers to buy, the notes in any jurisdiction where an offer
or sale is not permitted.
You should assume that the information contained in or incorporated by reference in this prospectus supplement, the accompanying
prospectus or any free writing prospectus prepared by us or on our behalf is accurate only as of their respective dates or on the date or dates
which are specified in such documents, and that any information in documents that we incorporate by reference is accurate only as of the date of
such document incorporated by reference. Our business, financial condition, liquidity, results of operations and prospects may have changed since
those dates.

S-i
https://www.sec.gov/Archives/edgar/data/808362/000119312519285917/d813564d424b5.htm[11/7/2019 8:55:19 AM]

424B5
Table of Contents
No action has been taken that would permit the offering, possession or distribution of this prospectus supplement in any jurisdiction where action for
that purpose is required, other than in the United States. Persons who come into possession of this prospectus supplement and the accompanying prospectus
in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions relating to the offering or the possession or
distribution of this prospectus supplement and the accompanying prospectus applicable to that jurisdiction.
This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering and also adds to and updates
information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying
prospectus. The second part, the accompanying prospectus dated December 15, 2017, including the documents incorporated by reference therein, provides
more general information. Generally, when we refer to this prospectus, we are referring to both parts of this document combined. To the extent there is a
conflict between the information contained in this prospectus supplement, on the one hand, and the information contained in the accompanying prospectus
or in any document incorporated by reference that was filed with the SEC before the date of this prospectus supplement, on the other hand, you should rely
on the information in this prospectus supplement. If any statement in one of these documents is inconsistent with a statement in another document having a
later date (for example, a document incorporated by reference in this prospectus supplement or in the accompanying prospectus) the statement in the
document having the later date modifies or supersedes the earlier statement.

S-ii
Table of Contents
SUMMARY
This summary highlights information contained elsewhere or incorporated by reference in this prospectus supplement, the accompanying
prospectus or any free writing prospectus prepared by us or on our behalf and does not contain all of the information you should consider before
investing in the notes. You should read this entire prospectus supplement, the accompanying prospectus and the documents incorporated by reference
herein and therein carefully, including the section entitled "Risk Factors" and the financial statements and the related notes incorporated by
reference into this prospectus supplement, the accompanying prospectus or any free writing prospectus prepared by us or on our behalf, before you
decide to invest in the notes.
Except where the context requires otherwise, all references in this prospectus supplement to "BHGE LLC" and to the "Company," "we," "us"
or "our" are to Baker Hughes, a GE company, LLC and its subsidiaries, unless the context requires otherwise, and the "Issuers" refers to BHGE
LLC and Baker Hughes Co-Obligor, Inc. and not to any of their respective subsidiaries.
The "Description of the Notes" section of this prospectus supplement contains more detailed information about the terms and conditions of the
notes.
Baker Hughes, a GE company, LLC
We are an energy technology company with a diversified portfolio of technologies and services that span the entire energy value chain. We
conduct business in more than 120 countries and employ approximately 68,000 employees as of September 30, 2019.
For a description of our business, financial condition, results of operations and other important information regarding BHGE LLC, we refer you
to our filings with the SEC incorporated by reference in this prospectus supplement and the accompanying prospectus. For instructions on how to find
copies of these documents, see "Where You Can Find More Information."
The Combination of Baker Hughes Incorporated and GE Oil & Gas and Our Relationship with Baker
Hughes Company
BHGE LLC is the successor to Baker Hughes Incorporated, a Delaware corporation ("BHI"). Baker Hughes Co-Obligor, Inc., a Delaware
corporation, is a wholly owned subsidiary of BHGE LLC.
On July 3, 2017, we completed the combination of the oil and gas business ("GE O&G") of General Electric Company ("GE") and BHI (such
combination, the "Combination Transactions"), pursuant to which substantially all of the business of GE O&G and of BHI was transferred to BHGE
LLC. In connection with the Combination Transactions, we entered into and are governed by an Amended and Restated Limited Liability Company
Agreement, dated as of July 3, 2017 (the "BHGE LLC Agreement"). Under the BHGE LLC Agreement, EHHC Newco, LLC ("EHHC"), a wholly
owned subsidiary of Baker Hughes Company ("Baker Hughes"), is our sole managing member and Baker Hughes is the sole managing member of
EHHC. As our managing member, EHHC conducts, directs and exercises full control over all our activities, including our day-to-day business affairs
https://www.sec.gov/Archives/edgar/data/808362/000119312519285917/d813564d424b5.htm[11/7/2019 8:55:19 AM]

424B5
and decision-making, without the approval of any other member. As such, EHHC is responsible for all our operational and administrative decisions
and the day-to-day management of our business. GE owns approximately 36.8% of our common units and Baker Hughes (directly and indirectly
through its wholly owned subsidiaries) owns approximately 63.2% of our common units.
We and Baker Hughes are two separate entities, and Baker Hughes will not guarantee the notes offered hereby or otherwise have any obligations
with respect to the notes offered hereby or the indenture governing them. Similarly, GE will not guarantee the notes offered hereby or otherwise have
any obligations with respect to the notes offered hereby or the indenture governing them.

S-1
Table of Contents
Organizational Structure
Baker Hughes conducts and exercises full control over all activities of BHGE LLC without the approval of any other member. As noted above,
GE owns approximately 36.8% of our common units and Baker Hughes (directly and indirectly through its wholly owned subsidiaries) owns
approximately 63.2% of our common units.

Recent Developments
Redemption of 3.200% Senior Notes due 2021 (the "2021 notes")
On October 9, 2019, we issued a notice of redemption to the holders of our 2021 notes, notifying such holders that we intend to redeem all of
the outstanding 2021 notes on November 7, 2019. We intend to use the net proceeds from this offering and cash on hand to fund the redemption. The
redemption price of our 2021 notes will be calculated in accordance with the terms of the indenture governing such 2021 notes. As of October 8, 2019,
the aggregate outstanding principal amount of our 2021 notes was approximately $513 million. This prospectus supplement is not a notice to redeem
our 2021 notes, and the completion of this offering is not conditioned upon redemption of our 2021 notes.

Corporate Information
Our principal executive offices are located at 17021 Aldine Westfield Road, Houston, Texas 77073, and our telephone number is (713)
439-8600.
https://www.sec.gov/Archives/edgar/data/808362/000119312519285917/d813564d424b5.htm[11/7/2019 8:55:19 AM]

424B5

S-2
Table of Contents
The Offering

Issuers
Baker Hughes, a GE company, LLC, a Delaware limited liability company, and Baker
Hughes Co-Obligor, Inc., a Delaware corporation.

Securities Offered
$525,000,000 aggregate principal amount of 3.138% Senior Notes due 2029.

Maturity Date
November 7, 2029.

Interest Payment Dates
We will pay interest on the notes on May 7 and November 7 of each year, beginning on May
7, 2020. Interest on the notes will accrue from November 7, 2019.

Ranking
The notes:

· are unsecured;

· rank equally in right of payment with all of the applicable Issuer's existing and future

senior indebtedness;

· are senior in right of payment to any future subordinated indebtedness of the applicable

Issuer;

· are effectively junior to the applicable Issuer's future secured indebtedness, if any; and

· are structurally subordinated to all existing and future indebtedness and all other

obligations of the applicable Issuer's subsidiaries.

As of September 30, 2019, after giving effect to this offering and the use of proceeds thereof
as described in "Use of Proceeds" and "Capitalization," we would have had $6,315 million of
total long-term unsecured indebtedness, $274 million of which would be indebtedness of our

subsidiaries other than the Co-Obligor (representing primarily the remaining carrying value
of the 8.55% debentures due June 2024 and our capital leases), excluding intercompany
indebtedness.

Sinking Fund
None.

Guarantees
The notes will not be guaranteed by any of our subsidiaries.

Optional Redemption
At any time or from time to time prior to August 7, 2029, we may redeem, at our option, all
or part of the notes at the redemption price described under "Description of the Notes--
Optional Redemption," together with accrued and unpaid interest.

At any time or from time to time on or after August 7, 2029, we may redeem, at our option,
all or part of the notes at a redemption price equal to 100% of the principal amount of the

notes to be redeemed, together with accrued and unpaid interest. See "Description of the
Notes--Optional Redemption."

S-3
Table of Contents
https://www.sec.gov/Archives/edgar/data/808362/000119312519285917/d813564d424b5.htm[11/7/2019 8:55:19 AM]

424B5
Listing
The notes will not be listed on any securities exchange or automated quotation system.

Covenants
We will issue the notes under an indenture containing covenants for your benefit. These
covenants restrict our ability to take certain actions, including, but not limited to, the creation
of certain liens securing debt, the entry into certain sale-leaseback transactions and engaging
in certain merger, consolidation and asset sale transactions. The terms of the indenture do not
limit our ability to incur additional indebtedness, senior, structurally senior or otherwise. See
"Description of the Notes--Certain Covenants."

Use of Proceeds
We estimate that we will receive net proceeds from the offering of approximately $522
million, after deduction of the underwriters' discounts and estimated expenses payable by us.

We intend to use the net proceeds of this offering for general corporate purposes, which
includes the redemption of our 2021 notes in accordance with the indenture governing such

notes, as well as to pay fees and expenses related thereto. See "Summary--Recent
Developments--Redemption of 3.200% Senior Notes due 2021" and "Use of Proceeds."

Trustee
The Bank of New York Mellon Trust Company, N.A.

Governing Law
The indenture is, and the notes will be, governed by the laws of the State of New York.

Additional Issuances
We may, at any time, without the consent of the holders of the notes, issue additional notes
having the same ranking, interest rate, maturity and other terms as such notes.

No Prior Market
The notes will be a new issue of securities for which there is currently no market. We have
not applied for and do not intend to apply for listing of the notes on any securities exchange
or for quotation of the notes on any automated dealer quotation system. Although the
underwriters have informed us that they intend to make a market in the notes, they are not
obligated to do so, and they may discontinue market making activities at any time without
notice. Accordingly, we cannot assure you that a liquid market for the notes will develop or
be maintained.

Risk Factors
Investing in our notes involves risks. You should carefully read and consider the "Risk
Factors" beginning on page S-5 of this prospectus supplement and in our other filings with
the SEC incorporated by reference in this prospectus supplement and the accompanying
prospectus for a discussion of the risk factors you should carefully consider before deciding
to invest in the notes.

S-4
Table of Contents
RISK FACTORS
An investment in the notes involves risks. You should consider carefully the risk factors included below, as well as those included in the section
entitled "Risk Factors" included in the Prospectus, together with all of the other information included in, or incorporated by reference into, this
prospectus supplement when evaluating an investment in the notes.
Risks Relating to the Notes
We may not be able to generate enough cash flow to meet our debt obligations.
We expect our earnings and cash flow to vary significantly from year to year due to the nature of our industry. As a result, the amount of debt that
we can manage in some periods may not be appropriate for us in other periods. Additionally, our future cash flow may be insufficient to meet our debt
obligations and other commitments, including our obligations under the notes. Any insufficiency could negatively impact our business. A range of
economic, competitive, business and industry factors will affect our future financial performance, and, as a result, our ability to generate cash flow from
https://www.sec.gov/Archives/edgar/data/808362/000119312519285917/d813564d424b5.htm[11/7/2019 8:55:19 AM]

424B5
operations and to service our debt, including our obligations under the notes. Many of these factors, such as oil and gas prices, economic and financial
conditions in our industry and the global economy or competitive initiatives of our competitors, are beyond our control. If we do not generate enough cash
flow from operations to satisfy our debt obligations, we may have to undertake alternative financing plans, such as:

·
refinancing or restructuring our debt;

·
selling assets;

·
reducing or delaying capital investments; or

·
raising additional capital.
However, we cannot assure you that we will be able to obtain alternative financing or that undertaking alternative financing plans, if necessary,
would allow us to meet our debt obligations. Our inability to generate sufficient cash flow to satisfy our debt obligations, including our obligations under
the notes, or to obtain alternative financing, could materially and adversely affect our business, financial condition, results of operations and prospects.
Because a significant portion of our operations is conducted through our subsidiaries, our ability to service our debt is largely dependent on our receipt
of distributions or other payments from our subsidiaries.
A significant portion of our operations is conducted through our subsidiaries, and the Co-Obligor has only nominal assets and does not conduct any
operations. As a result, our ability to service our debt is largely dependent on the earnings of our subsidiaries and the payment of those earnings to us in the
form of dividends, loans or advances and through repayment of loans or advances from us. Payments to us by our subsidiaries will be contingent upon our
subsidiaries' earnings and other business considerations and may be subject to statutory or contractual restrictions. In addition, there may be significant tax
and other legal restrictions on the ability of our non-U.S. subsidiaries to remit money to us.
The claims of holders of the notes will be structurally subordinated to claims of creditors of our subsidiaries other than the Co-Obligor.
Our subsidiaries are separate and distinct legal entities and holders of the notes will not have any claim on our subsidiaries other than the Co-Obligor.
Our right to receive any assets of any of our subsidiaries upon the insolvency, liquidation or reorganization of any of our subsidiaries, and therefore the
right of the holders of the notes to participate in those assets, will be structurally subordinated to the claims of that subsidiary's creditors.

S-5
Table of Contents
As of September 30, 2019, after giving effect to this offering and the use of proceeds thereof as described in "Use of Proceeds" and "Capitalization," we
would have had $6,315 million of total long-term unsecured indebtedness, $274 million of which would be indebtedness of our subsidiaries other than the
Co-Obligor (representing primarily the remaining carrying value of the 8.55% debentures due June 2024 and our capital leases), excluding intercompany
indebtedness. In addition, even if we are a creditor of any of our subsidiaries, our rights as a creditor would be subordinated to any security interest in the
assets of our subsidiaries and any indebtedness of our subsidiaries would be senior to that held by us.
The indenture does not contain provisions that would afford holders of the notes protection in the event of a transfer of assets to a subsidiary or
incurrence of unsecured debt by that subsidiary.
The notes will be effectively subordinated to all of our secured debt.
The notes will rank equally in right of payment with all of our other existing and future senior debt. The notes will not be secured by any of our
property or assets. Thus, by owning the notes, holders of the notes will be our unsecured creditors. The indenture governing the notes described in this
prospectus supplement will, subject to some limitations, permit us to incur secured indebtedness, and the notes will be effectively subordinated to any
secured indebtedness we may incur to the extent of the value of the collateral securing such indebtedness. As of September 30, 2019, we had no
outstanding secured indebtedness. However, we do have obligations under capital leases of approximately $192 million as of September 30, 2019.
The negative covenants in the indenture that governs the notes provide limited protection to holders of the notes.
The indenture governing the notes contains covenants limiting our ability and our subsidiaries' ability to create certain liens, enter into certain sale
and lease-back transactions, and consolidate or merge with, or convey, transfer or lease all or substantially all our assets to, another person. The limitation
on liens and limitation on sale and lease-back covenants contain exceptions that will allow us and our subsidiaries to incur liens with respect to certain
assets. See "Description of the Notes--Certain Covenants." In light of these exceptions, holders of the notes may be structurally or effectively subordinated
to new lenders.
Despite our and our subsidiaries' current level of indebtedness, we may still be able to incur substantially more debt. This could further exacerbate the
risks associated with our substantial indebtedness. In addition, the indenture governing the notes does not limit our ability to take actions that could
https://www.sec.gov/Archives/edgar/data/808362/000119312519285917/d813564d424b5.htm[11/7/2019 8:55:19 AM]

424B5
have the effect of diminishing our ability to make payments on the notes when due.
Neither we nor our subsidiaries are restricted under the terms of the notes from incurring additional indebtedness. In addition, the limited covenants
applicable to the notes do not require us or our subsidiaries to achieve or maintain any minimum financial results relating to our financial position or results
of operations. Our ability and the ability of our subsidiaries to recapitalize, pay dividends, incur additional debt and take a number of other actions that are
not limited by the terms of the notes could have the effect of diminishing our ability to make payments on the notes when due. In addition, neither we nor
our subsidiaries are restricted by the terms of the notes from repurchasing equity securities or any subordinated indebtedness that we or they may incur in
the future.
The terms of the notes will not protect you in the event of highly leveraged transactions or a change of control.
The terms of the notes will not afford you protection in the event of certain highly leveraged transactions or a change of control that may adversely
affect you. As a result, we could enter into any such transaction even though the transaction could increase the total amount of our outstanding
indebtedness, adversely affect our capital structure or credit rating or otherwise adversely affect the holders of the notes. If any such transaction were to
occur, the value of your notes could decline.

S-6
Table of Contents
Your ability to transfer the notes may be limited by the absence of a trading market for the notes.
There is no established trading market for the notes and we have no plans to list the notes on a securities exchange. We have been advised by certain
of the underwriters that they presently intend to make a market in the notes; however, no underwriter is obligated to do so. Any market making activity, if
initiated, may be discontinued at any time, for any reason, without notice. If the underwriters cease to act as market makers for the notes for any reason,
we cannot assure you that another firm or person will make a market in the notes. The liquidity of any market for the notes will depend upon the number of
holders of the notes, our results of operations and financial condition, the market for similar securities, the interest of securities dealers in making a market
in the notes and other factors. An active or liquid trading market may not develop for the notes.
Our credit ratings may not reflect all risks of your investment in the notes.
The credit ratings assigned to the notes are limited in scope and do not address all material risks relating to an investment in the notes, but rather
reflect only the view of each rating agency at the time the rating is issued. There can be no assurance that such credit ratings will remain in effect for any
given period of time or that a rating will not be lowered, suspended or withdrawn entirely by the applicable rating agencies, if, in such rating agency's
judgment, circumstances so warrant. Agency credit ratings are not a recommendation to buy, sell or hold any security. Each agency's rating should be
evaluated independently of any other agency's rating. Actual or anticipated changes or downgrades in our credit ratings, including any announcement that
our ratings are under review for a downgrade, could affect the market value of the notes and increase our corporate borrowing costs. Neither we, the trustee
nor any initial purchaser undertakes any obligation to maintain the ratings or to advise holders of notes of any change in ratings.

S-7
Table of Contents
FORWARD-LOOKING STATEMENTS
We have made in this prospectus supplement, in the accompanying prospectus and in the documents incorporated herein by reference, and may from
time to time otherwise make in other public filings, press releases and discussions with our management, "forward-looking statements" as that term is
defined in Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). All statements, other than historical facts, including statements regarding the presentation of our operations in future
reports 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, the risk factors
identified in the "Risk Factors" section of the Annual Report, the Quarterly Reports and those set forth from time-to-time in other filings by BHGE LLC
with the SEC. These documents are available through our website or through the SEC's Electronic Data Gathering and Analysis Retrieval system at
https://www.sec.gov/Archives/edgar/data/808362/000119312519285917/d813564d424b5.htm[11/7/2019 8:55:19 AM]

424B5
http://www.sec.gov. Information that you may find on our website is not part of this prospectus and the inclusion of the website address in this prospectus is
an inactive textual reference only.

S-8
Table of Contents
USE OF PROCEEDS
We intend to use the net proceeds of this offering for general corporate purposes, which includes the redemption of our 2021 notes, as well as to pay
fees and expenses related thereto. We notified the holders of such notes regarding the redemption on October 9, 2019. See "Summary--Recent
Developments--Redemption of 3.200% Senior Notes due 2021."

S-9
Table of Contents
CAPITALIZATION
The following table sets forth our unaudited consolidated cash and cash equivalents and our capitalization as of September 30, 2019:

·
on an actual basis; and

·
on an as adjusted basis to give effect to (i) the completion of this offering and (ii) our application of the estimated proceeds from this offering

in the manner described in "Use of Proceeds," including the redemption of our 2021 notes.
You should read this table in conjunction with our Quarterly Report Form 10-Q for the fiscal quarter ended September 30, 2019, which is
incorporated by reference into this prospectus supplement.

As of September 30, 2019

Actual
As Adjusted

(In millions)

Cash and cash equivalents(1)

$ 2,804
$
2,797

Short-term debt and current portion of long-term debt:

Short-term debt(2)

694

694

Total short-term debt and current portion of long-term debt(2)

694

694

Total long-term debt:

3.200% Senior Notes due August 2021

520

--
2.773% Senior Notes due December 2022

1,246

1,246
8.55% Debentures due June 2024

128

128
3.337% Senior Notes due December 2027

1,343

1,343
6.875% Notes due January 2029

290

290
5.125% Senior Notes due September 2040

1,303

1,303
4.080% Senior Notes due December 2047

1,337

1,337
3.138% Notes due 2029 offered hereby

--

522
Other long-term debt

146

146

Total long-term debt

6,313

6,315

Total debt

7,008

7,009

Total equity

34,343

34,338

Total capitalization

$ 41,351
$
41,347

(1)
Cash and cash equivalents include $528 million of cash held on behalf of GE at September 30, 2019.
(2)
Short-term debt includes $647 million of debt held on behalf of GE at September 30, 2019.

S-10
Table of Contents
https://www.sec.gov/Archives/edgar/data/808362/000119312519285917/d813564d424b5.htm[11/7/2019 8:55:19 AM]

424B5
DESCRIPTION OF THE NOTES
Our predecessor, Baker Hughes Incorporated, a Delaware corporation ("BHI"), entered into an indenture, dated as of October 28, 2008 (the "Original
Indenture"), between BHI and The Bank of New York Mellon Trust Company, N.A., as trustee (herein called the "Trustee"). In connection with the
combination of BHI and GE O&G, BHI converted into a Delaware limited liability company and changed its name to Baker Hughes, a GE company, LLC,
and succeeded to the obligations of BHI under the indenture. In addition, on July 3, 2017, Baker Hughes, a GE company, LLC, Baker Hughes Co-Obligor,
Inc., a Delaware corporation and a wholly owned subsidiary of Baker Hughes, a GE company, LLC and the Trustee entered into the Second Supplemental
Indenture pursuant to which Baker Hughes, a GE company, LLC and Baker Hughes Co-Obligor, Inc. agreed to be jointly and severally liable with respect
to the obligations of the Company under the indenture. We refer to the Original Indenture, as previously supplemented, as the "Base Indenture."
The 3.138% Notes due 2029 (the "notes") offered hereby will be issued under the Base Indenture, as supplemented by a supplemental indenture to
be dated November 7, 2019 establishing the terms of the notes (as so supplemented, together with the Base Indenture, the "Indenture"). The terms of the
notes will be those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the "TIA").
The following is a summary of the material provisions of the notes and the Indenture and is qualified in its entirety by the provisions of the Indenture and
the notes, including definitions of terms used therein. Because this description is only a summary, you should refer to the Base Indenture and the
supplemental indenture, for a complete description of our obligations and your rights. A copy of the Indenture may be obtained from us and is available for
inspection during normal business hours at the office of the Trustee. The Base Indenture was also filed as an exhibit to BHI's Current Report on Form 8-K
dated October 29, 2008, which is on file with the SEC and can be reviewed on the SEC's website by going to www.sec.gov. Certain terms used but not
defined herein shall have the meanings given to them in the Indenture or the notes, as the case may be.
As used in this description of the notes, (i) the terms "Company," "we," "us" and "our" refer solely to Baker Hughes, a GE company, LLC and not to
any of its subsidiaries or affiliates, (ii) the term "Co-Obligor" refers to Baker Hughes Co-Obligor, Inc. and (iii) the term "Issuers" refers collectively to the
Company and the Co-Obligor.
General
The notes will mature on November 7, 2029 and will constitute part of the senior debt of each of the Issuers. The Indenture and the notes do not limit
the Issuers' ability to incur other indebtedness or to issue other securities. Also, other than to the limited extent set forth below, the Issuers are not subject
to financial or similar restrictions by the terms of the notes.
The notes will be issued under the Indenture. The Indenture provides for the issuance by the Company from time to time of one or more series of
debt securities with varying maturities and other terms. As of September 30, 2019, there were five series of debt securities outstanding under the Base
Indenture aggregating $4,698 million in principal amount. The Co-Obligor is jointly and severally liable, as a primary obligor and not as a guarantor or
surety, with respect to all payment obligations on the notes, including the due and punctual payment of principal (and premium, if any) and interest on the
notes and all other obligations of the Company under the Indenture.
We may, without the consent of the holders of the notes, issue additional notes having the same ranking and the same interest rate, maturity and other
terms as the notes, except for the issue date, public offering price and, in certain cases, interest accrual date. Any additional notes having such similar terms,
together with the previously issued notes, will constitute a single series of notes under the Indenture.
The notes will be issued in fully registered form without coupons, in denominations of $2,000 and any integral multiples of $1,000 in excess of
$2,000. The notes will be initially issued only in book-entry form and

S-11
Table of Contents
represented by one or more global securities registered in the name of a nominee of The Depository Trust Company (the "Depositary" or "DTC"), which
will be the holder of all the notes represented by any global security. Those who own beneficial interests in a global security will do so through participants
in the DTC's securities clearance system, and the rights of these indirect owners will be governed solely by the applicable procedures of DTC and its
participants. References to "holders" in this section mean those who own notes registered in their own names, on the books that we or the Trustee
maintains for this purpose, and not those who own beneficial interests in notes registered in street name or in notes issued in book-entry form through
DTC. See "--Book-Entry System; Delivery and Settlement."
Ranking
The notes will rank equally in right of payment with all other unsubordinated indebtedness of each of the Issuers. The notes will not be secured by
any of the Issuers' properties or assets. Our subsidiaries are separate and distinct legal entities and holders of the notes will not have any claim on our
subsidiaries other than the Co-Obligor. Our right to receive any assets of any of our subsidiaries upon the insolvency, liquidation or reorganization of any
of our subsidiaries, and therefore the right of the holders of the notes to participate in those assets, will be structurally subordinated to the claims of that
subsidiary's creditors. The Co-Obligor conducts no business and has no operations other than as necessary to serve as co-obligor in respect of debt
https://www.sec.gov/Archives/edgar/data/808362/000119312519285917/d813564d424b5.htm[11/7/2019 8:55:19 AM]

Document Outline

#1">
- #1">