Filed pursuant to Rule 424(b)(3)
File No. 333-277108
The information in this preliminary prospectus supplement is not
complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus do not constitute an offer to sell these securities, and we are not soliciting offers to buy these securities in any jurisdiction where the offer or
sale is not permitted.
Subject
to Completion
Preliminary Prospectus Supplement dated February 15, 2024
PROSPECTUS SUPPLEMENT
(To Prospectus dated
February 15, 2024)
13,000,000 shares
GE HealthCare Technologies Inc.
Common Stock
The selling
stockholder identified in this prospectus supplement is offering 13,000,000 shares of our common stock. We are not selling any shares of common stock under this prospectus supplement and the accompanying prospectus, and we will not receive any
of the proceeds from the sale of shares of our common stock by the selling stockholder.
All 13,000,000 shares of our common stock
that are being offered and sold in this offering are currently held by General Electric Company (GE). We are registering such shares under the terms of a stockholder and registration rights agreement between us and GE.
In connection with this offering, GE is expected to exchange up to 14,950,000 shares of our common stock for certain indebtedness of GE
held by affiliates of the selling stockholder identified in this prospectus supplement, Morgan Stanley Senior Funding, Inc. and Morgan Stanley Bank, N.A. (together, the MS Lenders). We refer to this exchange between GE and the MS Lenders
as the debt-for-equity exchange, and we refer to the MS Lenders, in their role in the
debt-for-equity exchange, as the debt-for-equity exchange parties, pursuant
to a debt-for-equity exchange agreement expected to be entered into on the date of this prospectus supplement. Morgan Stanley & Co. LLC (MS&Co),
as the selling stockholder in this offering by designation of the MS Lenders, would then offer those shares of our common stock to the underwriters in this offering for cash. If consummated, the debt-for-equity exchange would occur on the settlement date of this offering, immediately prior to, and the consummation of the
debt-for-equity exchange is a condition to, the settlement of the selling stockholders sale of the shares to the underwriters. As a result, the consummation of the
debt-for-equity exchange is also a condition to the settlement of the underwriters sale of the shares to prospective investors. As a result of this debt-for-equity exchange, if completed, GE may be deemed to be a selling stockholder in this offering solely for U.S. federal securities law purposes.
Our common stock is listed on The Nasdaq Stock Market LLC (Nasdaq) under the symbol GEHC. On February 14, 2024,
the closing price of our common stock as reported on Nasdaq was $83.17 per share.
|
|
|
|
|
|
|
|
|
|
|
Per Share |
|
|
Total |
|
Public offering price |
|
$ |
|
|
|
$ |
|
|
Underwriting discounts and
commissions(1) |
|
$ |
|
|
|
$ |
|
|
Proceeds to the selling stockholder, before expenses |
|
$ |
|
|
|
$ |
|
|
(1) |
See Underwriting (Conflicts of Interest) for additional information regarding underwriting
compensation. |
Assuming this offering proceeds, the underwriters have the option to purchase up to an additional
1,950,000 shares of our common stock from the selling stockholder at the public offering price less the underwriting discounts and commissions for 30 days after the date of this prospectus supplement.
Investing in our securities involves risks. See Risk Factors beginning on page 5 of the
accompanying prospectus, as well as the risk factors and other information contained in the 2023 Form 10-K, which is incorporated by reference into this prospectus supplement.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
The underwriters are offering the shares of our common stock as set forth under Underwriting (Conflicts of Interest). Delivery of
the shares of our common stock will be made on or about , 2024.
|
|
|
|
|
|
|
Morgan Stanley |
|
BofA Securities |
Citigroup |
|
Evercore ISI |
|
Goldman Sachs & Co. LLC |
|
J.P. Morgan |
Prospectus Supplement dated , 2024.