Baker Hughes Co-A美股招股说明书(2026-03-06版)

Baker Hughes Holdings LLCBaker Hughes Co-Obligor, Inc. $500,000,000 4.050% Senior Notes due 2029$1,250,000,000 4.350% Senior Notes due 2031$750,000,000 4.650% Senior Notes due 2033$2,000,000,000 5.000% Senior Notes due 2036$2,000,000,000 5.850% Senior Notes due 2056 Baker Hughes Holdings LLC, a Delaware limited liability company (“BHH LLC”), and Baker Hughes Co-Obligor, Inc., a Delaware corporation (the“Co-Obligor” and, together with BHH LLC, the “Issuers”) are offering $500,000,000principal amount of their 4.050% Senior Notes due 2029 (the“2029notes”), $1,250,000,000 principal amount of their 4.350% Senior Notes due 2031 (the “2031notes”), $750,000,000 principal amount of their4.650% Senior Notes due 2033 (the “2033notes”), $2,000,000,000 principal amount of their 5.000% Senior Notes due 2036 (the “2036notes”) and$2,000,000,000 principal amount of their 5.850% Senior Notes due 2056 (the “2056notes” and, together with the 2029notes, the 2031notes, the 2033notes and the 2036notes, the “notes”). The notes are being issued in connection with the proposed acquisition of Chart Industries, Inc. (“Chart”) by Baker Hughes Company, a Delawarecorporation and the sole parent company of the Issuers (“Baker Hughes Company” or “Baker Hughes”), and Baker Hughes plans to use the net proceedsfrom this offering, as well as its cash on hand, borrowings under the Term Loan Credit Agreement (as defined herein) to fund the acquisition, to payrelated transaction fees and expenses and to repay Chart’s outstanding indebtedness. See “Use of Proceeds.” The closing of this offering is notcontingent on the consummation of the acquisition, which, if completed, will occur subsequent to the closing of this offering, and there can be noassurance that the acquisition will be consummated on the terms described herein or at all. However, if (i)the Chart Merger (as defined herein) is notconsummated on or before the later of (x)July28, 2026 and (y)the date that is five business days after the Outside Date (as defined in the MergerAgreement (as defined herein)) (the “Special Mandatory Redemption End Date”), (ii) prior to the Outside Date, the Merger Agreement is terminated or(iii)BHH LLC notifies the Trustee (as defined herein) under the Indenture (as defined herein) in writing that Baker Hughes will not pursueconsummation of the Chart Merger, BHH LLC will be required to redeem all outstanding notes (the “Special Mandatory Redemption”), at a specialmandatory redemption price equal to 101% of the aggregate principal amount of the notes, plus accrued and unpaid interest, if any, to, but excluding, theSpecial Mandatory Redemption Date (as defined herein). The proceeds from this offering will not be deposited into an escrow account pendingcompletion of the Chart Merger or any Special Mandatory Redemption, nor will BHH LLC be required to grant any security interest or other lien onthose proceeds to secure any redemption of the notes. See “Description of the Notes—Special Mandatory Redemption” and “Use of Proceeds.” The 2029 notes will mature on March 11, 2029, the 2031 notes will mature on June 15, 2031, the 2033 notes will mature on June 15, 2033, the 2036notes will mature on June 15, 2036 and the 2056 notes will mature on June15, 2056. The Issuers will pay interest on the notes each March 11 andSeptember 11, beginning on September 11, 2026, for the 2029 Notes, and each June 15 and December 15, beginning on June 15, 2026 for the 2031Notes, the 2033 Notes, 2036 Notes and the 2056 Notes. The Issuers may redeem, at their option, all or part of the notes at any time at the specifiedredemption price for such series described under “Description of the Notes—Optional Redemption.” There is no sinking fund for the notes. The notes will be the Issuers’ senior unsecured obligations and will rank equally in right of payment with all of other indebtedness that may from time totime be outstanding that is not specifically subordinated in right of payment to the notes. The obligations under the notes will be fully andunconditionally guaranteed by Baker Hughes on a senior unsecured basis and will rank equally and ratably with Baker Hughes’ existing and futuresenior indebtedness and senior to any of its existing and future subordinated indebtedness. The notes will be structurally subordinated to theindebtedness and all other obligations of BHH LLC’s subsidiaries other than the Co-Obligor. The guarantee provided by Baker Hughes will bestructurally subordinated to the indebtedness and all other obligations of Baker Hughes’ subsidiaries other than the Issuers. For a more detaileddescription of the notes, see “Description of the Notes.” Neither the SEC nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy ofthis 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 facilit