8-KOther EventsExhibits & Filings

GENERAL ELECTRIC CO 8-K Report, Corporate Update (May 21, 2018)

Filed May 21, 2018For Securities:GE

Summary

General Electric Company (GE) announced a significant strategic transaction on May 21, 2018, involving the combination of its GE Transportation business with Westinghouse Air Brake Technologies Corporation (Wabtec). This deal is structured as a "spin-off/split-off" followed by a merger, ultimately creating a new, combined transportation company. GE shareholders are expected to receive approximately 50.1% of the combined entity, with GE retaining a 9.9% stake, while Wabtec shareholders will own the remaining 49.9%. GE will also receive a $2.9 billion cash payment as part of the transaction.

Key Highlights

  • 1GE to combine its Transportation business with Wabtec in a tax-free transaction for shareholders.
  • 2The transaction will result in GE shareholders owning approximately 50.1% of the combined company.
  • 3GE will receive a $2.9 billion cash payment at closing.
  • 4GE will retain a 9.9% stake in the combined entity.
  • 5The transaction is expected to close in early 2019, subject to customary closing conditions and regulatory approvals.
  • 6Wabtec shareholders will own approximately 49.9% of the combined company.
  • 7GE and Wabtec will file necessary registration statements and proxy materials with the SEC.

Frequently Asked Questions

GE is combining its Transportation business with Wabtec. The transaction involves GE spinning off a portion of its transportation business (into a new entity called SpinCo) to its shareholders, followed by a merger of SpinCo with a subsidiary of Wabtec. GE shareholders will ultimately hold a majority stake in the combined company.

GE shareholders are expected to receive approximately 50.1% of the fully diluted outstanding shares of the combined company. GE itself will retain a 9.9% ownership stake.

The transaction is expected to be tax-free for GE's and Wabtec's respective shareholders.

The transaction is anticipated to close in early 2019, pending the satisfaction of customary closing conditions, including Wabtec shareholder approval and regulatory approvals.

GE will receive a $2.9 billion cash payment at the closing of the transaction.