GE HealthCare Technologies Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
$GEHC
Medical Electronics
Health Care
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 27, 2025
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Item 1.01 Entry into a Material Definitive Agreement.
On March 27, 2025, GE HealthCare Technologies Inc. (the “Company”) entered into (i) a 364-Day Revolving Credit Agreement (the “2025 364-Day Revolving Credit Agreement”) among the Company, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders named therein, which provides for a 364-day senior unsecured revolving credit facility in an aggregate committed amount of $0.5 billion, and (ii) a Credit Agreement (the “2025 Credit Agreement”) among the Company, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders named therein, which provides for a senior unsecured revolving credit facility in an aggregate committed amount of $3.0 billion. The 2025 Credit Agreement and the 2025 364-Day Revolving Credit Agreement are each referred to herein as a “New Credit Agreement” and collectively as the “New Credit Agreements.” The 2025 364-Day Revolving Credit Facility replaces the 364-Day Revolving Credit Agreement, dated as of December 11, 2024 (the “2024 364-Day Revolving Credit Agreement”), among the Company, Citibank, N.A., as administrative agent, and the lenders named therein, which provided for a $1.0 billion 364-day senior unsecured revolving credit facility and which was terminated on March 27, 2025. The 2025 Credit Agreement replaces the Credit Agreement, dated as of November 4, 2022 (the “2022 Credit Agreement”), among the Company, Citibank, N.A., as administrative agent, and the lenders named therein, which provided for a $2.5 billion senior unsecured revolving credit facility and which was terminated on March 27, 2025.
The credit facilities provided under the 2025 364-Day Revolving Credit Agreement and the 2025 Credit Agreement will mature on March 26, 2026 and March 27, 2030, respectively.
The interest rate applicable to loans under the New Credit Agreements is (x) with respect to borrowings in U.S. Dollars, at the Company’s option, equal to either an alternate base rate or an adjusted Term SOFR rate for a one-, three-, or six-month interest period, (y) with respect to borrowings in Euros, the EURIBOR rate for a one-, three-, or six-month interest period, and (z) with respect to borrowings in Pound Sterling, a daily simple SONIA rate, in each case, plus an applicable margin. The applicable margin payable on borrowings will be determined by reference to a pricing schedule based on the Company’s senior unsecured long-term debt ratings.
The New Credit Agreements include 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. Each New Credit Agreement also includes customary events of default, including with respect to a failure to make timely payments under such New 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 New Credit Agreements does not purport to be a complete statement of the parties’ rights and obligations thereunder, and the foregoing is qualified in its entirety by reference to the full text of the 2025 Credit Agreement and the 2025 364-Day Revolving Credit Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
In connection with the Company’s entry into the New Credit Agreements, the 2024 364-Day Revolving Credit Agreement, which provided for a $1.0 billion 364-day senior unsecured revolving credit facility, and the 2022 Credit Agreement, which provided for a $2.5 billion senior unsecured revolving credit facility, were each terminated without penalty on March 27, 2025.
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 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description | ||||
| 10.1 | |||||
| 10.2 | |||||
| 104 | The cover page of this Current Report on Form 8-K, formatted in Inline XBRL. | ||||
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.
| GE HealthCare Technologies Inc. | ||||||||
(Registrant) | ||||||||
Date: March 31, 2025 | /s/ George A. Newcomb | |||||||
| George A. Newcomb, Controller & Chief Accounting Officer (authorized signatory) | ||||||||