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| BHI > SEC Filings for BHI > Form 8-K on 31-Mar-2009 | All Recent SEC Filings |
31-Mar-2009
Entry into a Material Definitive Agreement, Change in Directors or Principal Off
On March 30, 2009, Baker Hughes Incorporated (the "Company") entered into a new
additional credit agreement among the Company, as Borrower, JPMorgan Chase Bank,
N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, and the
other lenders identified therein (the "2009 Credit Agreement"). J.P. Morgan
Securities Inc. and Citigroup Global Markets Inc. acted as Co-Lead Arrangers and
Joint Book Managers. The 2009 Credit Agreement is a committed $500 million
revolving credit facility that expires in March 2010. The Company will pay a
facility fee on the total commitment. The use of the proceeds from the 2009
Credit Agreement is for general corporate purposes.
The 2009 Credit Agreement contains certain covenants, which, among other things,
require the maintenance of a funded indebtedness to total capitalization ratio,
restrict certain merger transactions or the sale of all or substantially all of
the assets of the Company or a significant subsidiary and limit the amount of
subsidiary indebtedness. Upon the occurrence of certain events of default, the
Company's obligations under the 2009 Credit Agreement may be accelerated. Such
events of default include payment defaults to lenders under the 2009 Credit
Agreement, covenant defaults and other customary defaults. To the extent the
Company has outstanding commercial paper, its aggregate ability to borrow under
the 2009 Credit Agreement and the existing credit agreement among the Company,
as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders
party thereto dated as of July 7, 2005 and expires July 7, 2012 is reduced. As
of March 31, 2009, the Company had no direct borrowings under the 2009 Credit
Agreement.
The foregoing description of the 2009 Credit Agreement does not purport to be
complete and is qualified in its entirety by reference to the 2009 Credit
Agreement which is filed as Exhibit 10.1 to this Form 8-K and incorporated into
this Item 1.01 by reference.
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 reference.
(e) On March 25, 2009, the Company adopted a form of award agreement for the 2009 performance unit awards, including the terms and conditions (the "Award Agreement") granted under the Company's 2002 Director & Officer Long-Term Incentive Plan (the "2002 D&O Plan") for the performance period beginning January 1, 2009 and ending December 31, 2011 (the "2009 Performance Units"). The 2009 Performance Units provide an opportunity of certain officers to receive a cash payment upon the achievement for certain performance goals
established by the Company typically after a three-year performance period. The
metrics for the performance goals are revenue growth, operating margin and
return on net capital employed.
The foregoing description of the form of Award Agreement for the 2009
Performance Units does not purport to be complete and is qualified in its
entirety by reference to the form of Award Agreement for the 2009 Performance
Units, including terms and conditions, which is filed as Exhibit 10.2 to this
Form 8-K, and the 2002 D&O Plan, which is filed as Exhibits 10.23, 10.24 and
10.25 to the Company's Form 10-K for the fiscal year ended December 31, 2008,
and incorporated into this Item 5.02(e) by reference.
Item 7.01 Regulation FD Disclosure.
The following pie chart demonstrates the allocation of total direct compensation between base salary, short-term incentives and long-term incentives for the average of the named executive officers other than the principal executive officer, which is discussed in the Company's definitive proxy statement for the 2009 Annual Meeting of Stockholders. A pie chart demonstrating the same allocation of total direct compensation for the PEO was included in the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 3, 2009.
[[Image Removed: (PIE CHART)]]
(c) Exhibits.
10.1 Credit Agreement dated as of March 30, 2009, among Baker Hughes Incorporated, JPMorgan Chase Bank, N.A., as Administrative Agent and thirteen lenders for $500 million, in the aggregate for all banks.
10.2 Form of Performance Unit Award Agreement for the 2009 Performance Units, including terms and conditions.
This Form 8-K contains certain "forward-looking statements" (as defined in
Section 21E of the Securities Exchange Act of 1934) that reflect the Company's
expectations regarding future events. These forward-looking statements reflect
the Company's 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. See
the Company's Annual Report on Form 10-K for the year ended December 31, 2008
and all subsequent 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 Company's 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 circumstances.
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