SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 9, 2011
Baker Hughes Incorporated
(Exact name of registrant as specified in charter)
|(State of Incorporation)
||(Commission File No.)
|2929 Allen Parkway, Houston, Texas
|(Address of Principal Executive Offices)
Registrants 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))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On September 13, 2011, Baker Hughes Incorporated (the Company) entered into a new credit
agreement among the Company, as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent (the
"Administrative Agent), Citibank, N.A. and Bank of America, N.A., as Syndication Agents, and the
other lenders identified therein (the 2011 Credit Agreement). The Royal Bank of Scotland PLC, The
Bank of Tokyo-Mitsubishi UFJ, Ltd., and DNB Nor Bank ASA acted as Documentation Agents and J.P.
Morgan Securities LLC, Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner, & Smith
Incorporated, RBS Securities Inc., The Bank of Tokyo-Mitsubishi UFJ, Ltd., and DNB Nor Markets,
Inc. acted as Co-Lead Arrangers and Joint Bookrunners. The 2011 Credit Agreement is a five-year
committed $2.5 billion revolving credit facility that expires in September 2016. If drawn, proceeds
from the 2011 Credit Agreement are expected to be used for general corporate purposes.
The 2011 Credit Agreement contains certain covenants, which, among other things, restrict
certain merger transactions or the sale of all or substantially all of the assets of the Company or
a significant subsidiary of the Company and limit the amount of subsidiary indebtedness. Upon the
occurrence of certain events of default, the Companys obligations under the 2011 Credit Agreement
may be accelerated. Such events of default include payment defaults to lenders under the 2011
Credit Agreement, covenant defaults and other customary defaults. To the extent the Company has
outstanding commercial paper, its aggregate ability to borrow under the 2011 Credit Agreement is
reduced. As of September 14, 2011, the Company had no direct borrowings under the 2011 Credit
Agreement and no commercial paper outstanding.
The foregoing description of the 2011 Credit Agreement does not purport to be complete and is
qualified in its entirety by reference to the 2011 Credit Agreement which is filed as Exhibit 10.1
to this Form 8-K and incorporated into this Item 1.01 by reference.
Item 1.02. Termination of a Material Definitive Agreement.
On September 13, 2011, the Company terminated the existing three-year committed $1.2 billion
credit agreement among the Company, as Borrower, JPMorgan Chase Bank, N.A., as Administrative
Agent, and the other agents and lenders party thereto dated as of March 19, 2010 and expiring March
19, 2013 as well as the existing five-year $500.0 million credit agreement among the Company, as
Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents and lenders
party thereto dated as of July 7, 2005 and expiring July 7, 2012.
Item 2.03. Creation of a Direct Financial Obligation.
The information set forth under Item 1.01 above is hereby incorporated into this Item 2.03 by
Item 8.01. Other Events.
On September 9, 2011, the Company redeemed all of its outstanding 6.50% Senior Notes due 2013,
of which an aggregate principal amount of $500 million was outstanding (the Notes). The Companys
estimate of the impact of the redemption of the Notes for the quarter ending September 30, 2011,
taking into account the redemption premium, the termination of two interest rate swap agreements
related to the Notes, and other costs is a net loss after-tax of approximately $26 million. The
redemption and related costs were funded with proceeds from the previously reported private
placement of $750 million in aggregate principal amount of the Companys 3.20% Senior Notes due
Item 9.01. Financial Statements and Exhibits.
10.1* Credit Agreement dated as of September 13, 2011, among Baker Hughes
Incorporated, JP Morgan Chase Bank, N.A., as Administrative Agent and twenty-one
lenders for $2.5 billion, in the aggregate for all banks.
This Form 8-K contains certain forward-looking statements (as defined in Section 21E of the
Exchange Act, as amended) that reflect the Companys expectations regarding future events. These
forward-looking statements reflect the Companys current beliefs and expectations and are based on
information currently available to the Company. Accordingly, these statements are subject to known
and unknown risks, uncertainties and other factors that could cause actual events to differ from
those expressed in, or implied by, these statements, including the
proceeds from a draw under the 2011 Credit Agreement being used for
other than general corporate purposes. See the Companys Annual Report on Form 10-K/A
for the year ended December 31, 2010, the Companys Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31, 2011 and June 30, 2011 and the Companys other filings with the
Securities and Exchange Commission for a discussion of other risks and uncertainties. As a result,
no assurance can be given that the Companys beliefs and expectations covered by such
forward-looking statements will be achieved. The Company is not obligated and has no intention to
update or revise these forward-looking statements to reflect new events, information or