General Electric Company (“GE”) (NYSE: GE) announced today that
GE Healthcare Holding LLC (“GE HealthCare”), a direct, wholly-owned
subsidiary of GE, has closed its previously announced offering of
$1,000,000,000 aggregate principal amount of 5.550% senior notes
due 2024 (the “2024 notes”), $1,500,000,000 aggregate principal
amount of 5.600% senior notes due 2025 (the “2025 notes”) and
$1,750,000,000 aggregate principal amount of 5.650% senior notes
due 2027 (the “2027 notes” and, together with the 2024 notes and
the 2025 notes, the “New Money Notes”), $1,250,000,000 aggregate
principal amount of 5.857% senior notes due 2030 (the “2030
notes”), $1,750,000,000 aggregate principal amount of 5.905% senior
notes due 2032 (the “2032 notes”), and $1,000,000,000 aggregate
principal amount of 6.377% senior notes due 2052 (the “2052 notes”
and, together with the 2030 notes and the 2032 notes, the “SpinCo
Debt Securities” and, together with the New Money Notes, the
“Notes”).
The Notes were offered as part of the financing for the proposed
spin-off of GE HealthCare from GE (the “Spin-Off”), which is
expected to be completed in the first week of January 2023. GE
HealthCare has distributed the net proceeds from the offering of
the New Money Notes to GE. The SpinCo Debt Securities were
initially issued by GE HealthCare to GE and were transferred and
delivered by GE to BofA Securities, Inc. and Morgan Stanley &
Co. LLC, as selling noteholders in the offering, in satisfaction of
certain debt obligations of GE in connection with the Spin-Off. GE
HealthCare will not receive any proceeds from the offering of the
SpinCo Debt Securities.
The Notes are senior unsecured obligations of GE HealthCare and
are guaranteed by GE until the consummation of the Spin-Off. Upon
consummation of the Spin-Off, GE will be automatically and
unconditionally released from all obligations under its guarantees.
GE HealthCare expects to convert into a corporation and be renamed
GE HealthCare Technologies Inc. prior to the completion of the
Spin-Off.
The issuances of the Notes by GE HealthCare and the guarantees
by GE have not been, and will not be, registered under the
Securities Act of 1933, as amended (the “Securities Act”), or under
any U.S. state securities laws or other jurisdiction and may not be
offered or sold in the United States absent registration or an
applicable exemption from registration requirements. The Notes are
being offered only to persons reasonably believed to be qualified
institutional buyers in accordance with Rule 144A under the
Securities Act, and outside the United States to non-U.S. persons
in reliance on Regulation S under the Securities Act. GE HealthCare
has agreed to file with the Securities and Exchange Commission an
exchange registration statement with respect to an exchange offer
for the Notes or a shelf registration statement for the resale of
the Notes.
This press release is neither an offer to sell nor a
solicitation of an offer to buy any of these securities, nor shall
there be any sale of these securities in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful.
Cautions Regarding Forward-Looking Statements
This announcement contains forward-looking statements – that is,
statements related to future events that by their nature address
matters that are, to different degrees, uncertain. For details on
the uncertainties that may cause our actual future results to be
materially different than those expressed in our forward-looking
statements, including (1) the expected use of the proceeds from the
sale and issuance of the Notes, the conversion of GE HealthCare
into a corporation, and the timing and completion of the Spin-Off;
(2) our success in executing and completing asset dispositions or
other transactions, including the Spin-Off and our planned spin-off
of our portfolio of energy businesses that are planned to be
combined as GE Vernova (Renewable Energy, Power, Digital and Energy
Financial Services), and sales of our equity interests in Baker
Hughes Company (Baker Hughes) and AerCap Holdings N.V. (AerCap) and
our expected equity interest in GE HealthCare after its spin-off,
the timing of closing for such transactions, the ability to satisfy
closing conditions, and the expected proceeds, consideration and
benefits to GE; (3) changes in macroeconomic and market conditions
and market volatility, including impacts related to the COVID-19
pandemic, risk of recession, inflation, supply chain constraints or
disruptions, rising interest rates, the value of securities and
other financial assets (including our equity ownership positions in
Baker Hughes and AerCap, and expected equity interest in GE
HealthCare after the Spin-off), oil, natural gas and other
commodity prices and exchange rates, and the impact of such changes
and volatility on our business operations, financial results and
financial position and (4) our de-leveraging and capital allocation
plans, including with respect to actions to reduce our
indebtedness, the capital structures of the three public companies
that we plan to form from our businesses, the timing and amount of
dividends, share repurchases, organic investments, and other
priorities, see the Forward-Looking Statements page on our Investor
Relations website as well as our annual reports on Form 10-K and
quarterly reports on Form 10-Q.
About GE
GE (NYSE:GE) rises to the challenge of building a world that
works. For more than 130 years, GE has invented the future of
industry, and today the company’s dedicated team, leading
technology, and global reach and capabilities help the world work
more safely, efficiently, and reliably. GE’s people are diverse and
dedicated, operating with the highest level of integrity and focus
to fulfill GE’s mission and deliver for its customers.
www.ge.com
About GE HealthCare
GE HealthCare is a leading global medical technology,
pharmaceutical diagnostics, and digital solutions innovator. GE
HealthCare employs approximately 51,000 people dedicated to
creating a world where healthcare has no limits. GE HealthCare’s
products, services, and solutions enable clinicians to make more
informed decisions quickly and efficiently, improving patient care
from diagnosis to therapy to monitoring. GE HealthCare’s products
are used in more than two billion procedures to care for more than
one billion patients annually, with a global installed base of more
than four million medical devices and delivered over 100 million
doses of imaging agents used in patient procedures in 2021.
www.gehealthcare.com
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version on businesswire.com: https://www.businesswire.com/news/home/20221122005715/en/
GE Investor Contact: Steve Winoker, 617.443.3400
swinoker@ge.com
GE Media Contact: Whitney Mercer, 857.303.3079
whitney.mercer@ge.com
GE HealthCare Investor Contact: Carolynne Borders,
631.662.4317 Carolynne.borders@ge.com
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