GE HealthCare Technologies Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation
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Item 1.01 Entry into a Material Definitive Agreement.
On December 12, 2025, GE HealthCare Technologies Inc. (the “Company”) entered into a three-year senior unsecured term loan credit facility (the “Term Loan Credit Agreement”) among the Company, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders named therein. Pursuant to the Term Loan Credit Agreement, the lenders thereunder have committed to make an unsecured term loan in an aggregate amount of $750 million (the “Term Loan”), which will be made in a single borrowing on a future date subject to the satisfaction (or waiver) of certain customary conditions precedent, and will mature and be payable in full on the third anniversary thereof.
At the Company’s option, the interest rate applicable to the Term Loan under the Term Loan Credit Agreement is equal to either an alternate base rate or term SOFR rate for a one-, three-, or six-month interest period. The applicable margin payable on borrowing will be determined by reference to a pricing schedule based on the Company’s senior unsecured long-term debt ratings.
The Term Loan Credit Agreement includes various customary covenants that limit, among other things, (i) the Company’s incurrence of liens, entry into certain fundamental change transactions, and maximum permitted leverage ratio, and (ii) the incurrence of indebtedness by subsidiaries of the Company. The Term Loan Credit Agreement also includes customary events of default, including with respect to a failure to make timely payments under the Term Loan Credit Agreement, violation of covenants, material inaccuracy of representations and warranties, acceleration of other material indebtedness, certain bankruptcy and insolvency events, unsatisfied material judgments, and change of control.
The foregoing description of the Term Loan Credit Agreement is a summary and is qualified in its entirety by reference to such document, which is attached as Exhibit 10.1 to this Current Report on Form 8-K.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 8.01 Other Events.
On December 15, 2025, the Company issued $600,000,000 aggregate principal amount of 4.150% Senior Notes due December 15, 2028 (the “2028 Notes”) and $650,000,000 aggregate principal amount of 4.950% Senior Notes due December 15, 2035 (the “2035 Notes” and, together with the 2028 Notes, the “Notes”) pursuant to its effective shelf registration statement on Form S-3 (File No. 333-280584). The Company intends to use the net proceeds from the offering of the Notes, together with the proceeds of the Term Loan and cash on hand, to pay the purchase price of the Company’s previously announced acquisition of Intelerad Medical Systems.
Interest on the 2028 Notes will be payable on June 15 and December 15 of each year, beginning on June 15, 2026, and interest on the 2035 Notes will be payable on June 15 and December 15 of each year, beginning on December 15, 2026. The 2028 Notes will mature on December 15, 2028, and the 2035 Notes will mature on December 15, 2035. The Notes are senior unsecured obligations of the Company and rank equally in right of payment with all of the Company’s other senior unsecured indebtedness, including the Company’s other outstanding senior notes.
The Notes were issued under the indenture, dated as of November 22, 2022 (the “Base Indenture”), as supplemented by the Fourth Supplemental Indenture, dated as of December 15, 2025 (the “Fourth Supplemental Indenture”), in each case between the Company and The Bank of New York Mellon, as trustee.
The foregoing description of the Base Indenture, the Fourth Supplemental Indenture, the 2028 Notes, and the 2035 Notes are summaries and are qualified in their entirety by reference to such documents, which are attached as Exhibits 4.1, 4.2, 4.3, and 4.4 to this Current Report on Form 8-K, respectively.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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GE HealthCare Technologies Inc. | |||||
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(Registrant) | |||||
| Date: December 15, 2025 | /s/ Frank R. Jimenez | |||||
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Frank R. Jimenez, General Counsel and Corporate Secretary (authorized signatory) | |||||