GE HealthCare Technologies Inc. Prices Secondary Offering of 13,000,000 Shares
February 16 2024 - 12:47AM
Business Wire
GE HealthCare Technologies Inc. (Nasdaq: GEHC) (the “Company” or
“GE HealthCare”) announced today the pricing of the previously
announced secondary underwritten public offering (the “Offering”)
of 13,000,000 shares of its common stock (the “GEHC Shares”) at a
public offering price of $82.25 per share ($80.605 per share, net
of underwriting discount). GE HealthCare is not selling any shares
of common stock and will not receive any proceeds from the sale of
the GEHC Shares in the Offering or from the debt-for-equity
exchange (as described below).
Prior to the closing of the Offering, General Electric Company
(“GE”) is expected to exchange the GEHC Shares for indebtedness of
GE held by Morgan Stanley Senior Funding, Inc. and Morgan Stanley
Bank, N.A. (together, the “MS Lenders”), affiliates of Morgan
Stanley & Co. LLC, the selling stockholder in the Offering by
designation of the MS Lenders. Following the debt-for-equity
exchange, if consummated, Morgan Stanley & Co. LLC, as the
selling stockholder in the Offering, intends to sell the GEHC
Shares to the underwriters in the Offering. The selling stockholder
in the Offering has granted the underwriters an option to purchase
additional shares of GE HealthCare common stock at the public
offering price less the underwriting discount for 30 days.
Morgan Stanley, BofA Securities, Citigroup, Evercore ISI,
Goldman Sachs & Co. LLC and J.P. Morgan are serving as the lead
joint book-running managers for the Offering. BNP PARIBAS, Credit
Agricole CIB, HSBC, SMBC Nikko and SOCIETE GENERALE are also
serving as joint book-running managers for the Offering. The
Offering is expected to close on February 21, 2024, subject to
customary closing conditions.
The Offering is being made pursuant to a shelf registration
statement (including a prospectus) on Form S-3 with the U.S.
Securities and Exchange Commission (the “SEC”) for the Offering to
which this communication relates, which registration statement
became effective upon filing. A final prospectus supplement and
accompanying prospectus describing the terms of the Offering will
be filed with the SEC. You may obtain these documents for free by
visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively,
copies of the final prospectus supplement and accompanying
prospectus relating to the Offering may be obtained, when
available, from Morgan Stanley & Co. LLC, Attention: Prospectus
Department, 180 Varick Street, 2nd Floor, New York, NY 10014; BofA
Securities, NC1-022-02-25, 201 North Tryon Street, Charlotte, NC
28255-0001, Attn: Prospectus Department, email:
dg.prospectus_requests@bofa.com; Citigroup, c/o Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717
(Tel: 800-831-9146); Evercore Group L.L.C., Attention: Equity
Capital Markets, 55 East 52nd Street, 35th Floor, New York, NY
10055, by telephone at (888) 474-0200 or by e-mail at
ecm.prospectus@evercore.com; Goldman Sachs & Co. LLC, Attn:
Prospectus Department, 200 West Street, New York, New York 10282,
telephone: 1-866-471-2526, facsimile: 212-902-9316, or by emailing
prospectus-ny@ny.email.gs.com; and J.P. Morgan Securities LLC,
Attention: c/o Broadridge Financial Solutions, 1155 Long Island
Avenue, Edgewood, NY 11717, by telephone at (866) 803-9204 or by
e-mail at prospectus-eq_fi@jpmchase.com.
This press release shall not constitute an offer to sell or the
solicitation of any offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About GE HealthCare
GE HealthCare is a leading global medical technology,
pharmaceutical diagnostics, and digital solutions innovator,
dedicated to providing integrated solutions, services, and data
analytics to make hospitals more efficient, clinicians more
effective, therapies more precise, and patients healthier and
happier. Serving patients and providers for more than 100 years, GE
HealthCare is advancing personalized, connected, and compassionate
care, while simplifying the patient’s journey across the care
pathway. Together our Imaging, Ultrasound, Patient Care Solutions,
and Pharmaceutical Diagnostics businesses help improve patient care
from diagnosis, to therapy, to monitoring. We are a $19.6 billion
business with 51,000 colleagues working to create a world where
healthcare has no limits.
Forward‐Looking Statements
This release contains forward-looking statements. These
forward-looking statements might be identified by words, and
variations of words, such as “will,” “expect,” “may,” “would,”
“could,” “plan,” and similar expressions. These forward-looking
statements may include, but are not limited to, statements about
the size, timing or results of the Offering and the selling
stockholders’ intent to offer shares of common stock, and reflect
management’s current plans, estimates and expectations and are
inherently uncertain. The inclusion of any forward-looking
information in this release should not be regarded as a
representation that the future plans, estimates or expectations
contemplated will be achieved. These forward-looking statements
involve risks and uncertainties, many of which are beyond the
Company’s control. Factors that could cause actual results to
differ materially from those described in the Company’s
forward-looking statements include, but are not limited to,
operating in highly competitive markets; our ability to control
increases in healthcare costs and any subsequent effect on demand
for the Company’s products, services, or solutions; the Company’s
ability to operate effectively as an independent, publicly-traded
company; and the other factors detailed in the Company’s
Registration Statement on Form S-3 filed on February 15, 2024, as
well as other risks discussed in the Company’s filings with the
U.S. Securities and Exchange Commission. Please also see the “Risk
Factors” section of the Company’s Form 10-K filed with the U.S.
Securities and Exchange Commission and any updates or amendments it
makes in future filings. There may be other factors not presently
known to the Company or which it currently considers to be
immaterial that could cause the Company’s actual results to differ
materially from those projected in any forward-looking statements
the Company makes. The Company does not undertake any obligation to
update or revise its forward-looking statements except as required
by applicable law or regulation.
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version on businesswire.com: https://www.businesswire.com/news/home/20240215322001/en/
Investor Relations Contact: Carolynne Borders
+1-631-662-4317 carolynne.borders@gehealthcare.com
Media Contact: Tor Constantino +1-585-441-1658
tor.constantino@gehealthcare.com
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