8-KOther EventsExhibits & Filings

GE HealthCare Technologies Inc. 8-K Report, Corporate Update (Feb 16, 2024)

Filed February 16, 2024For Securities:GEHC

Summary

GE HealthCare Technologies Inc. (GEHC) announced on February 15, 2024, the commencement and pricing of an underwritten offering of 13 million shares of its common stock. The offering price is set at $82.25 per share. Importantly, GEHC itself is not selling any shares and will not receive any proceeds from this offering or an associated debt-for-equity exchange. Instead, General Electric Company (GE) will exchange its holdings of GEHC shares for indebtedness owed to Morgan Stanley. Morgan Stanley & Co. LLC, acting as the selling stockholder, will then sell these shares to underwriters. This transaction primarily impacts the ownership structure and liquidity of GEHC shares in the market, with a significant number of shares being sold by an affiliate of GE. Investors should note that the proceeds are not going to GEHC for its operational or strategic initiatives, but rather represent a divestiture by GE and a facilitated sale by Morgan Stanley. The company has also filed a registration statement (Form S-3) and is subject to standard market and closing conditions for the offering.

Key Highlights

  • 1GEHC is facilitating an underwritten offering of 13,000,000 shares of its common stock at $82.25 per share.
  • 2GEHC itself is not selling any shares and will not receive any proceeds from the offering.
  • 3The shares being offered are owned by General Electric Company (GE) and will be acquired by Morgan Stanley through a debt-for-equity exchange prior to the sale to underwriters.
  • 4Morgan Stanley & Co. LLC will act as the selling stockholder in this offering.
  • 5The offering is subject to customary closing conditions.
  • 6An option has been granted to underwriters to purchase additional shares, potentially increasing the total shares sold.

Frequently Asked Questions

No, GE HealthCare Technologies Inc. (GEHC) will not receive any proceeds from this offering. The shares being sold belong to General Electric Company (GE) and will be sold by Morgan Stanley & Co. LLC, with the proceeds going to the selling stockholder and potentially to the settlement of GE's debt obligations.

The shares are being sold by Morgan Stanley & Co. LLC, which is designated as the selling stockholder. These shares were previously held by General Electric Company (GE) and will be acquired by Morgan Stanley through a debt-for-equity exchange before being offered to the public.

The debt-for-equity exchange is a mechanism by which GE will settle its indebtedness with Morgan Stanley Senior Funding, Inc. and Morgan Stanley Bank, N.A. by transferring ownership of GE HealthCare shares to Morgan Stanley. This allows Morgan Stanley to then sell those shares in the underwritten offering.

Since GE HealthCare is not selling shares or receiving proceeds, this specific transaction does not directly impact its balance sheet or cash flow from operations. However, it will lead to a change in the number of publicly traded shares and potentially the distribution of ownership among public investors.