Baker Hughes, a GE company, LLC entered into a transaction agreement and plan of merger to acquire Baker Hughes Incorporated (NYSE:BHI) on October 30, 2016. The transaction will be executed using a partnership structure, pursuant to which GE Oil & Gas and Baker Hughes will each contribute their operating assets to a newly formed partnership as Baker Hughes, a GE company, LLC. General Electric will have a 62.5% interest in this partnership and existing Baker Hughes shareholders will have a 37.5% interest through a newly NYSE listed corporation (“Newco”). As of July 3, 2017, Class A common stock of Baker Hughes will begin trading on the New York Stock Exchange (NYSE) under the symbol BHGE on the opening of the NYSE on July 5, 2017. In connection with the completion of the transaction, the shares of common stock of Baker Hughes Incorporated (NYSE: BHI) will continue to trade on the NYSE until the close of the NYSE on July 3, 2017, at which point BHI will be delisted from the NYSE. Also, the stockholders of Baker Hughes immediately prior to the closing of the transaction will receive one share of Class A common stock of Baker Hughes and will also be entitled to a special one-time cash dividend of $17.50 per share. Following the closing of the transaction and during the NYSE trading day on July 3, 2017, Baker Hughes will be quoted on the NYSE with the value of the special one-time cash dividend of $17.50 per share. The deal will terminate if not completed by January 30, 2018. General Electric and Baker Hughes have the right to extend the termination date to April 30, 2018. In case of termination, General Electric will pay Baker Hughes $1.3 billion and Baker Hughes will pay a termination fee of $750 million to General Electric. Post-acquisition, Jeff Immelt, Chairman and Chief Executive Officer of General Electric will serve as Chairman of the Board of Directors and Lorenzo Simonelli, President and Chief Executive Officer of General Electric Oil & Gas will serve as President and Chief Executive Officer. Martin Craighead, Baker Hughes Chairman and Chief Executive Officer, will serve as Vice Chairman of New” Baker Hughes Board. The remainder of the executive leadership team will be a combination of existing leaders from both General Electric and Baker Hughes. Upon closing, the “New” Baker Hughes Board will consist of nine Directors, five of whom will be appointed by General Electric and four will be appointed by Baker Hughes. The “New” Baker Hughes will have dual headquarters in Houston, Texas and London, UK. As of March 27, 2017, agreement was amended to increase the size of the Board of Directors of “New” Baker Hughes from nine to eleven Directors and increase the number of Baker Hughes’ designees to the Board of Directors of “New” Baker Hughes from four to five and the number of GE’s designees from five to six. As of October 2, 2017, Jeffrey R. Immelt Chairman of the Board retired from the Board and Lorenzo Simonelli Director, Chief Executive Officer and President of the Baker Hughes as the Chairman of the Board. J. Larry Nichols Director of the Board and Chairman of the Board’s Conflicts Committee also retired effective October 2, 2017. The Board designated Director Clarence P. Cazalot, Jr. to serve as chairman of the Board’s Conflicts Committee effective immediately. The transaction is subject to approval by Baker Hughes shareholders, regulatory approvals, expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, approval by European Commission, effectiveness of the registration statement, listing of shares to be issued in the deal on NYSE, completion of reorganization of General Electric, approval by Baker Hughes’ shareholders and other approvals, as well as customary closing conditions and also the integration of the Russian businesses will be completed upon receipt of Russian regulatory approval. The transaction has been unanimously approved by the Boards of Directors of General Electric and Baker Hughes. On March 6, 2017, General Electric Company and Baker Hughes each received a request for additional information from the United States Department of Justice (“DOJ”) in connection with the pending combination of GE’s oil and gas business with Baker Hughes. The second requests were issued under the Hart-Scott-Rodino Antitrust Improvements Act. The department actions extend the waiting period relating to regulatory review until 30 days after the companies comply. South Africa's Competition Commission recommended to Tribunal that proposed merger between General Electric and Baker Hughes should be approved, without conditions. As of May 31, 2017, European Commission has approved the deal. As of June 2, 2017, Baker Hughes shareholders will vote on a proposed transaction agreement on June 30, 2017. As of June 12, 2017, Baker Hughes and GE reached an agreement with the Department of Justice that will allow both the companies to complete the merger. As of June 13, 2017, deal was approved by European Commission and Registration statement was called as effective and U.S. Antitrust approval was received. Pursuant to a proposed consent decree filed in District Court in Washington, D.C., GE has agreed to divest its GE Water & Process Technologies business after closing the Baker Hughes transaction. As of June 14, 2017, FTC granted the early termination notice. As of June 30, 2017, Baker's shareholder approved the transaction. The transaction is expected to close around the end of June or early July 2017. As of June 30, 2017, the transaction is expected to close on July 3, 2017. The transaction is expected to be accretive to General Electric’s earnings per share by $0.04 by 2018 and $0.08 by 2020. Centerview Partners LLC and Morgan Stanley & Co. LLC acted as financial advisors to General Electric. Jordan J.Altman, Nell Beekman, Zachary Joseph Bench, Corey Betker, Katie Allison Butler, Jai Garg, Robert Donald Giannattasio, Christopher Leonard Glenn, Alan S.Goudiss, Harald Halbhuber, Kelly E.Hamren-Anderson, Ethan D.Harris, Doreen E.Lilienfeld, Orla McMahon, Christopher Milazzo, Amelia Murphy, Mark R.Pereira, Jason Y.Pratt, Sean J.Skiffington, Nathan Tasso, John A. Marzulli, Jr., Rory O’Halloran, Waajid Siddiqui of Shearman & Sterling acted as legal advisors to General Electric. Goldman Sachs & Co. acted as financial advisor to Baker Hughes. George R. Bason Jr., Arthur F. Golden, Michael Davis, Harold Birnbaum, Laura C. Turano, Albert Zhu, Avishai Shachar, William A. Curran, Ron M. Aizen and Frank J. Azzopardi of Davis Polk & Wardwell LLP, Morris, Nichols, Arsht & Tunnell LLP and Wilmer Cutler Pickering Hale and Dorr LLP acted as legal advisors to Baker Hughes. Michael Freitag and Kelly Sullivan of Joele Frank, Wilkinson Brimmer Katcher acted as public relations advisors to General Electric. D.F. King & Co., Inc. acted as information agent and Computershare Shareowner Services LLC acted as transfer agent to Baker Hughes. Stephen M. Kotran and Adrienne R. W. Bradley of Sullivan & Cromwell LLP acted as legal advisors to Goldman Sachs. Samir R Gandhi and Rahul Rai of AZB & Partners acted as legal advisors for Baker Hughes, a GE company. Jonathan Gleklen and Marleen Van Kerckhove from Arnold & Porter Kaye Scholer LLP acted as the legal advisors for Baker Hughes, a GE company (NYSE:BHGE).