De Brauw advised HMH – a leading provider of equipment solutions in oil and gas drilling - on its IPO and on the Dutch law governed corporate reorganisation steps. HMH is a 50/50 joint venture between Baker Hughes and Akastor. With the completion of the IPO, HMH joins its two indirect parent companies on the public markets as a stand-alone listed entity.
The HMH reorganisation involved a recapitalisation and stock split of HMH Holding B.V., the joint venture's Dutch operating holding company. HMH Holding Inc. became the new and sole shareholder with voting rights in HMH Holding B.V. The reorganisation also ensured Baker Hughes’ and Akastor’s continued direct involvement in HMH Holding B.V. through the creation of non-voting shares.
Via this "Up-C structure", HMH Holding Inc. holds interests in HMH Holding B.V. and its associated enterprises as its sole asset. Baker Hughes and Akastor retain direct economic interests in HMH Holding B.V. The structure also includes exchange mechanics that allow Baker Hughes and Akastor, over time, to convert their interests in HMH Holding B.V. into publicly tradeable Class A HMH Holding Inc shares.







