Energy

Why the GE Share Sale of Baker Hughes and the Buyback Matter to Shareholders

Jon C. Ogg

Published: November 13, 2018 12:00 pm

Last Updated: January 11, 2020 2:58 pm

General Electric Co. (NYSE: GE) has been in free fall, and the company obviously has lost its own narrative. Now, newly appointed CEO Larry Culp is proving that he wants to act fast in selling off GE assets and scaling the company and its debt leverage lower. After already announcing part of a lighting sale, GE now will unload part of its Baker Hughes, a GE company (NYSE: BHGE) stake sooner than expected.

A release from Tuesday, just a day after Culp was interviewed on CNBC, said that GE is conducting a secondary offering of 92 million common shares of BHGE. The company further noted that the underwriters will have a 30-day green-shoe option to purchase up to an additional 9.2 million shares from GE.

As a reminder, note that this is GE selling down its stake and Baker Hughes is not supplying any shares in the offering. All proceeds after commissions and underwriting fees are heading back to GE after the sale. Morgan Stanley and JPMorgan are listed as the joint lead book-running managers for this offering. Citigroup and Goldman Sachs were listed as joint book-running managers.

It turns out that there is more to the story than just the 100 million or so shares if the green-shoe option is used. Baker Hughes itself has agreed to repurchase up to 65 million Class B shares from GE and affiliates in a privately negotiated transaction. The maximum aggregate purchase price for the share repurchase is set at $1.5 billion, and the funding for the repurchase will come from Baker Hughes’s cash on hand and other available sources of liquidity.

Baker Hughes and GE also have agreed on a release from the lock-up restrictions under their stockholders agreement, which previously had prevented GE from divesting its shares of Baker Hughes until July 2019. GE’s board chair and CEO, H. Lawrence Culp Jr., said of the transaction:

Earlier this year we announced our intent to pursue an orderly separation from BHGE. The agreements announced today accelerate that plan in a manner that mutually benefits both companies and their shareholders.  We look forward to continuing our commercial relationship, which strengthens both GE’s and BHGE’s abilities to deliver high-value technologies and solutions to customers around the world.

While the share repurchase will be conditioned on the closing of this stock offering, the actual offering will not be conditioned on the closing of the share repurchase. The GE/Baker Hughes release gave additional details and signaled how the share repurchase will be classified:

The offering and the share repurchase have been unanimously approved by both the Conflicts Committee of the Company’s Board of Directors comprised of independent directors who are not affiliated with the selling stockholder and by the Company’s Board of Directors. The share repurchase is pursuant to and will count toward the Company’s existing share repurchase program authorized on November 6, 2017.

What seems a bit odd here is that the market almost acts as if it does not really care about the impact of this for Baker Hughes. Part of that may be from GE having lost its own narrative.

Baker Hughes shares were last seen trading up just 1.65% at $24.04, in a 52-week range of $23.45 to $37.76. This was a $30 stock in mid-October, but the sell-off in oil and the sell-off in GE shares over the past month have not exactly helped the Baker Hughes shareholders.

Shares of GE were trading up 5.2% at $8.40. Its 52-week range is $7.72 to $19.39, and it was a $30 stock at the beginning of 2017.