GE HealthCare Technologies Inc. Commences Secondary Offering of 10,000,000 Shares

Rhea-AI Summary

GE HealthCare Technologies Inc. (Nasdaq: GEHC) has announced a secondary public offering of 10,000,000 shares of its common stock. The company itself is not selling any shares or receiving proceeds from the sale. Prior to the offering's closing, GE Aerospace is expected to exchange the GEHC shares for debt held by Morgan Stanley affiliates. The selling stockholder has granted underwriters an option to purchase an additional 1,500,000 shares for settlement by September 30, 2024. Morgan Stanley and Citigroup are acting as lead joint book-running managers for the offering. The company has filed an automatically effective shelf registration statement with the SEC for this offering.

Positive

• Potential reduction of GE Aerospace's debt through the debt-for-equity exchange
• Option for underwriters to purchase additional 1,500,000 shares, potentially increasing liquidity

Negative

• Potential dilution of existing shareholders' ownership due to the sale of 10,000,000 shares
• GE HealthCare will not receive any proceeds from the sale of shares

Insights

Financial Analyst

This secondary offering of 10 million shares by GE HealthCare is a significant market event. While the company won't receive proceeds, it impacts the stock's float and liquidity. The debt-for-equity exchange with GE Aerospace is an interesting financial maneuver, potentially improving GE Aerospace's balance sheet. For GEHC investors, this could lead to increased trading volume and potentially more price volatility in the short term. The option for underwriters to purchase an additional 1.5 million shares by September 2024 adds another layer of complexity. Overall, this move suggests ongoing restructuring efforts within the broader GE ecosystem, which could have long-term implications for GEHC's market position and investor sentiment.

Market Research Analyst

This offering represents a significant shift in GEHC's ownership structure. With 10 million shares hitting the market, we might see increased institutional interest, potentially leading to more analyst coverage and market attention. The involvement of major underwriters like Morgan Stanley and Citigroup lends credibility to the offering. However, the increased supply of shares could put downward pressure on the stock price in the short term. Long-term investors should watch for any changes in trading patterns or institutional holdings following this offering, as it could signal shifts in market perception of GEHC's value proposition and growth potential in the competitive healthcare technology sector.

CHICAGO--(BUSINESS WIRE)-- GE HealthCare Technologies Inc. (Nasdaq: GEHC) (the “Company” or “GE HealthCare”) announced today the launch of a secondary underwritten public offering (the “Offering”) of 10,000,000 shares of its common stock (the “GEHC Shares”). 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, GE Aerospace (General Electric Company) is expected to exchange the GEHC Shares for indebtedness of GE Aerospace held by Morgan Stanley Bank, N.A. and Morgan Stanley Senior Funding, Inc. (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 1,500,000 additional shares of GE HealthCare common stock for settlement on or before September 30, 2024.

Morgan Stanley and Citigroup are acting as the lead joint book-running managers for the Offering.

The Company has filed an automatically effective 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. Before you invest, you should read the prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and this Offering. The Offering will be made only by means of a free writing prospectus, the prospectus and the accompanying prospectus supplement relating to the Offering. You may obtain these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, copies of the free writing prospectus, the prospectus and, when available, the accompanying prospectus supplement relating to the Offering may be obtained from Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014; and Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (Tel: 800-831-9146).

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 Technologies Inc.

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 125 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 approximately 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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240912876549/en/

Investor Relations:

Carolynne Borders

+1-631-662-4317

carolynne.borders@gehealthcare.com

Media:

Jennifer Fox

+1-414-530-3027

jennifer.r.fox@gehealthcare.com

Source: GE HealthCare Technologies Inc.

FAQ

How many shares of GEHC stock are being offered in the secondary public offering?

GE HealthCare Technologies Inc. (GEHC) is offering 10,000,000 shares of its common stock in the secondary public offering.

Will GE HealthCare (GEHC) receive any proceeds from this secondary offering?

No, GE HealthCare (GEHC) will not receive any proceeds from the sale of shares in this secondary offering or from the debt-for-equity exchange.

Who are the lead joint book-running managers for the GEHC secondary offering?

Morgan Stanley and Citigroup are acting as the lead joint book-running managers for the GE HealthCare (GEHC) secondary offering.

What is the additional share option granted to underwriters in the GEHC offering?

The selling stockholder has granted the underwriters an option to purchase an additional 1,500,000 shares of GE HealthCare (GEHC) common stock for settlement on or before September 30, 2024.