Obligation Baker Hughes Global 4.486% ( US05724BAA70 ) en USD

Baker Hughes Global

99.598 % ▲

Etas-Unis

US05724BAA70 ( en USD )

4.486% par an ( paiement semestriel )

01/05/2030

Prospectus brochure de l'obligation Baker Hughes Holdings US05724BAA70 en USD 4.486%, échéance 01/05/2030

2 000 USD

500 000 000 USD

05724BAA7

A ( Qualité moyenne supérieure )

A3 ( Qualité moyenne supérieure )

01/11/2025 ( Dans 131 jours )

Baker Hughes Company est une entreprise mondiale fournissant des technologies et des services à l'industrie énergétique.

L'obligation Baker Hughes Holdings (US05724BAA70, CUSIP 05724BAA7), émise aux États-Unis pour un montant total de 500 000 000 USD avec une taille minimale d'achat de 2 000 USD, offre un taux d'intérêt de 4,486% et arrive à échéance le 01/05/2030, avec des paiements semestriels, affichant actuellement un prix de marché de 99,395% et notée A- par S&P et A3 par Moody's.

424B5
424B5 1 d883631d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-222111
CALCULATION OF REGISTRATION FEE

Proposed Maximum
Aggregate
Amount of
Title of each Class of
Amount to be
Offering
Registration
Securities to be Registered

Registered

Price

Fee(1)
4.486% Senior Notes due 2030

$500,000,000

$500,000,000

$64,900

(1)
The registration fee of $64,900 is calculated in accordance with Rule 457 of the Securities Act of 1933, as amended.
Table of Contents

Prospectus Supplement
(To Prospectus dated December 15, 2017)
$500,000,000

Baker Hughes Holdings LLC
Baker Hughes Co-Obligor, Inc.
4.486% Senior Notes due 2030

Baker Hughes Holdings LLC, a Delaware limited liability company ("BHH LLC" and formerly known as Baker Hughes, a GE company, LLC), and Baker
Hughes Co-Obligor, Inc., a Delaware corporation (the "Co-Obligor" and, together with BHH LLC, the "Issuers"), are offering $500,000,000 principal amount of our
4.486% Senior Notes due 2030 (the "notes"). We intend to use the net proceeds from this offering for general corporate purposes, including to enhance our liquidity,
and we may repay a portion of our outstanding debt. We may invest a portion of the net proceeds from the offering in short term investments before applying them to
their ultimate use. See "Use of Proceeds."
The notes will mature on May 1, 2030. We will pay interest on the notes each May 1 and November 1, beginning on November 1, 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%
$ 500,000,000
Underwriting discount(2)

0.450%
$
2,250,000
Proceeds, before expenses, to us

99.550%
$ 497,750,000

(1)
Plus accrued interest from May 1, 2020, if settlement occurs after that date.
(2)
See "Underwriting" for a description of the compensation payable to the underwriters.
https://www.sec.gov/Archives/edgar/data/808362/000119312520126705/d883631d424b5.htm[4/30/2020 8:47:35 AM]

424B5
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 May 1, 2020 (which
settlement cycle is herein referred to as T+3).

Joint Book-Running Managers

J.P. Morgan

Morgan Stanley
Barclays
BofA Securities
Citigroup
Deutsche Bank Securities HSBC UniCredit Capital Markets
Co-Managers

BNP PARIBAS

SOCIETE GENERALE

Standard Chartered Bank
April 28, 2020
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
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.
https://www.sec.gov/Archives/edgar/data/808362/000119312520126705/d883631d424b5.htm[4/30/2020 8:47:35 AM]

424B5
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
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 "BHH LLC" and to the "Company," "we," "us"
or "our" are to Baker Hughes Holdings LLC and its subsidiaries, unless the context requires otherwise, and the "Issuers" refers to BHH 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 Holdings LLC
We are an energy technology company with a broad and diversified portfolio of technologies and services that span the energy and industrial
value chain. We conduct business in more than 120 countries and employ approximately 67,000 employees as of March 31, 2020.
For a description of our business, financial condition, results of operations and other important information regarding BHH 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
https://www.sec.gov/Archives/edgar/data/808362/000119312520126705/d883631d424b5.htm[4/30/2020 8:47:35 AM]

424B5
BHH 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 BHH 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 BHH
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 "BHH LLC Agreement"), as amended from time to time. Under the BHH 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 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. As of March 31, 2020, GE owns approximately 36.6% of our common
units and Baker Hughes (directly and indirectly through its wholly owned subsidiaries) owns approximately 63.4% 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
Baker Hughes conducts and exercises full control over all activities of BHH LLC without the approval of any other member. As noted above, as
of March 31, 2020, GE owns approximately 36.6% of our common units and Baker Hughes (directly and indirectly through its wholly owned
subsidiaries) owns approximately 63.4% of our common units.

Corporate Information
Our principal executive offices are located at 17021 Aldine Westfield Road, Houston, Texas 77073, and our telephone number is (713)
439-8600. On April 15, 2020, we changed our name from "Baker Hughes, a GE company, LLC" to "Baker Hughes Holdings LLC."
https://www.sec.gov/Archives/edgar/data/808362/000119312520126705/d883631d424b5.htm[4/30/2020 8:47:35 AM]

424B5

S-2
Table of Contents
The Offering

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

Securities Offered
$500,000,000 aggregate principal amount of 4.486% Senior Notes due 2030.

Maturity Date
May 1, 2030.

Interest Payment Dates
We will pay interest on the notes on May 1 and November 1 of each year, beginning on
November 1, 2020. Interest on the notes will accrue from May 1, 2020.

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 March 31, 2020, after giving effect to this offering and the use of proceeds thereof as
described in "Use of Proceeds" and "Capitalization," we would have had $6,781 million of
total long-term unsecured indebtedness, $302 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 finance leases), excluding intercompany
indebtedness.

Sinking Fund
None.

Guarantees
The notes will not be guaranteed by Baker Hughes, GE or any of our subsidiaries.

Optional Redemption
At any time or from time to time prior to February 1, 2030, 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 February 1, 2030, 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/808362/000119312520126705/d883631d424b5.htm[4/30/2020 8:47:35 AM]

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

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 $496.5
million, after deduction of the underwriters' discounts and estimated expenses payable by us.

We intend to use the net proceeds from this offering for general corporate purposes,
including to enhance our liquidity, and we may repay a portion of our outstanding debt. We

may invest a portion of the net proceeds from the offering in short term investments before
applying them to their ultimate use.

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
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
https://www.sec.gov/Archives/edgar/data/808362/000119312520126705/d883631d424b5.htm[4/30/2020 8:47:35 AM]

424B5
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 March 31, 2020, after giving effect to this offering and the use of proceeds thereof as described in "Use of Proceeds" and "Capitalization," we
would have had $6,781 million of total long-term unsecured indebtedness, $302 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 finance 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 March 31, 2020, we had no outstanding
secured indebtedness. However, we do have obligations under finance leases of approximately $176 million as of March 31, 2020.
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 have the effect of diminishing our ability to make payments on the notes when due.
https://www.sec.gov/Archives/edgar/data/808362/000119312520126705/d883631d424b5.htm[4/30/2020 8:47:35 AM]

424B5
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 BHH LLC
with the SEC. These documents are available through our website or through the SEC's Electronic Data Gathering and Analysis Retrieval system at
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. We caution you not to place undue reliance on these forward-looking statements. These forward-looking statements
https://www.sec.gov/Archives/edgar/data/808362/000119312520126705/d883631d424b5.htm[4/30/2020 8:47:35 AM]

424B5
speak only as of the date they were made. We do not intend to, and disclaim any obligation to, update or revise any forward-looking statements unless
required by securities law.

S-8
Table of Contents
USE OF PROCEEDS
We intend to use the net proceeds from this offering for general corporate purposes, including to enhance our liquidity, and we may repay a portion
of our outstanding debt. We may invest a portion of the net proceeds from the offering in short term investments before applying them to their ultimate use.

S-9
Table of Contents
CAPITALIZATION
The following table sets forth our unaudited consolidated cash and cash equivalents and our capitalization as of March 31, 2020:

·
on an actual basis; and

·
on an as adjusted basis to give effect to the completion of this offering.
You should read this table in conjunction with our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2020, which is
incorporated by reference into this prospectus supplement.

As of March 31, 2020

Actual
As adjusted

(in millions)

Cash and cash equivalents(1)

$ 3,005
$
3,501

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

Short-term debt(2)

210

210

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

210

210

Total long-term debt:

2.773% Senior Notes due December 2022

1,247

1,247
8.55% Debentures due June 2024

126

126
3.337% Senior Notes due December 2027

1,344

1,344
6.875% Notes due January 2029

287

287
3.138% Senior Notes due November 2029

522

522
5.125% Senior Notes due September 2040

1,300

1,300
4.080% Senior Notes due December 2047

1,337

1,337
4.486% Senior Notes due 2030 offered hereby(3)

--

496
Other long-term debt

122

122

Total long-term debt

6,285

6,781

Total debt

6,495

6,991

Total equity

17,985

17,985

Total capitalization

$24,480
$
24,976

(1)
Cash and cash equivalents include $106 million of cash held on behalf of GE at March 31, 2020.
(2)
Short-term debt includes $156 million of debt held on behalf of GE at March 31, 2020.
(3)
This amount represents net proceeds from the offering, after deduction of the underwriters' discounts and estimated expenses payable by us.

S-10
Table of Contents
DESCRIPTION OF THE NOTES
https://www.sec.gov/Archives/edgar/data/808362/000119312520126705/d883631d424b5.htm[4/30/2020 8:47:35 AM]

424B5
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. The Company changed its name from Baker Hughes, a GE company, LLC to Baker Hughes
Holdings LLC as of April 15, 2020. In addition, on July 3, 2017, Baker Hughes Holdings LLC, Baker Hughes Co-Obligor, Inc., a Delaware corporation
and a wholly owned subsidiary of Baker Hughes Holdings LLC, and the Trustee entered into the Second Supplemental Indenture pursuant to which Baker
Hughes Holdings 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 4.486% Notes due 2030 (the "notes") offered hereby will be issued under the Base Indenture, as supplemented by a supplemental indenture to
be dated May 1, 2020 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 Holdings 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 May 1, 2030 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 March 31, 2020, there were five series of debt securities outstanding under the Base
Indenture aggregating $5,621 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
securities of the Company.
https://www.sec.gov/Archives/edgar/data/808362/000119312520126705/d883631d424b5.htm[4/30/2020 8:47:35 AM]

Document Outline

#1">
- #1">