Baker Hughes Co. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K, dated July 16, 2026, announces the completion of Baker Hughes Company's acquisition of Chart Industries, Inc. ("Chart"). The transaction was executed pursuant to the Merger Agreement dated July 28, 2025. Upon closing, Chart became an indirect subsidiary of Baker Hughes.
Key Financial Metrics and Transaction Details
- Merger Consideration: Chart shareholders received $210.00 in cash per share.
- Financing Structure: The acquisition was funded through a combination of cash on hand, proceeds from $6.5 billion and €3.0 billion in senior notes issued on March 11, 2026, and new term loan borrowings.
- New Debt Facilities: Baker Hughes Holdings LLC entered into two new senior, unsecured term loan credit agreements on July 15, 2026:
- Bank of America Term Loan: $1.0 billion commitment.
- UniCredit Term Loan: $1.0 billion commitment.
- Total New Borrowings: $2.0 billion was collectively borrowed under the new Term Loan Credit Agreements to fund the merger, pay transaction fees, and repay Chart's outstanding indebtedness.
- Debt Maturity: The new term loans mature 2 years from the date of funding.
- Interest Rates: Rates are variable, based on Alternate Base Rate or Term SOFR plus applicable margins ranging from 0 bps to 125.0 bps, dependent on credit ratings.
Material Changes Versus Prior Period
- Termination of Prior Facility: The previous term loan credit agreement dated August 15, 2025, with a maximum availability of $2.6 billion, automatically terminated on July 16, 2026, with no termination penalties.
- Capital Structure: Significant increase in debt load due to the issuance of new senior notes (March 2026) and the $2.0 billion term loan drawdown to finance the acquisition.
- Equity Conversion: All outstanding Chart common stock, options, and restricted stock units were converted into cash or Baker Hughes equity awards as of the Effective Time.
Guidance, Outlook, and Risks
The filing does not provide specific forward-looking financial guidance, revenue projections, or margin outlooks for the combined entity. Pro forma financial information is scheduled to be filed by amendment within 71 days of this report.
Risks and Contingencies:
- Covenants: The new Term Loan Credit Agreements contain customary affirmative and negative covenants, representations, and warranties.
- Events of Default: Includes cross-acceleration to certain indebtedness and bankruptcy events, which could allow lenders to accelerate amounts due.
- Interest Rate Risk: Borrowing costs are variable and tied to credit ratings and benchmark rates (SOFR/Base Rate).
Investor Verification Checklist
- Verify the final purchase price per share ($210.00) and total consideration paid to Chart shareholders.
- Review the full text of the new Term Loan Credit Agreements (Exhibits 10.1 and 10.2) for specific covenant restrictions and default triggers.
- Monitor the upcoming filing of pro forma financial information (due within 71 days) to assess the impact of the acquisition on leverage and liquidity.
- Confirm the status of Chart's outstanding indebtedness repayment using the new loan proceeds.
- Check for any subsequent amendments to the Merger Agreement or financing terms.