GE HealthCare Technologies Inc. Commences Secondary Offering of 13,000,000 Shares

Rhea-AI Summary

GE HealthCare Technologies Inc. (Nasdaq: GEHC) has announced a secondary underwritten public offering of 13,000,000 shares of its common stock. The company will not receive any proceeds from the sale, as General Electric Company is expected to exchange the shares for indebtedness held by Morgan Stanley. The offering includes an option for underwriters to purchase additional shares, with major financial institutions serving as lead book-running managers.

Insights

Financial Analyst

The secondary public offering described involves a complex financial transaction where General Electric Company is expected to exchange shares for debt held by Morgan Stanley entities. This transaction has implications for GE HealthCare's capital structure and could influence investor sentiment. A key point of interest is the effect on GE's leverage ratios and how the debt-for-equity swap impacts its balance sheet. Investors will be keen to understand the potential dilutive effect on existing shareholders and how the market will absorb the additional shares. It's also worth noting the involvement of high-profile underwriters, which can affect the offering's success and the stock's liquidity.

Market Research Analyst

From a market perspective, the offering may signal to investors how underwriters perceive the valuation and prospects of GE HealthCare. The option granted to underwriters to purchase additional shares could indicate confidence in the demand for the stock. Market participants will likely analyze the offering's timing and pricing, as it may reflect broader market conditions and investor appetite for healthcare technology stocks. The transaction's success could influence sector sentiment and potentially set a precedent for similar deals within the industry.

Legal Expert

The transaction's legal intricacies involve a shelf registration on Form S-3, which allows for the quick offering of securities. This flexibility is beneficial for the company, enabling it to capitalize on favorable market conditions. However, the legal framework also requires thorough disclosure and investors should examine the prospectus and related SEC filings for risks and details about the debt-for-equity exchange. The role of the SEC in ensuring transparency and protecting investor interests is pivotal in such offerings and compliance with regulatory standards is crucial for the legitimacy and smooth execution of the transaction.

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 13,000,000 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, 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.

The Company has filed 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. Before you invest, you should read the prospectus in that registration statement, the accompanying prospectus supplement and other documents the Company has filed with the SEC for more complete information about the Company and this Offering. You may obtain these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, copies of the prospectus supplement and accompanying prospectus relating to the Offering may be obtained 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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240215136170/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

Source: GE HealthCare Technologies Inc.

FAQ

What is the ticker symbol for GE HealthCare Technologies Inc.?

The ticker symbol for GE HealthCare Technologies Inc. is GEHC.

How many shares are included in the secondary underwritten public offering?

The Offering consists of 13,000,000 shares of GE HealthCare's common stock.

Will GE HealthCare receive any proceeds from the sale of GEHC Shares in the Offering?

No, GE HealthCare will not receive any proceeds from the sale of the GEHC Shares in the Offering.

Which major financial institutions are serving as the lead joint book-running managers for the Offering?

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.

What is the shelf registration statement filed by the Company with the SEC for the Offering?

The Company has filed a shelf registration statement (including a prospectus) on Form S-3 with the U.S. Securities and Exchange Commission (SEC) for the Offering.