UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On August 7, 2024, GE HealthCare Technologies Inc. (the “Company”) commenced and priced an underwritten offering (the “Offering”) of $1,000,000,000 aggregate principal amount of 4.800% Notes due August 14, 2029 (the “Notes”) pursuant to the registration statement on Form S-3 (File No. 333-280584), filed with the Securities and Exchange Commission on June 28, 2024. The Notes are expected to be issued on or around August 14, 2024, subject to customary closing conditions.
In connection with the Offering, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”), dated August 7, 2024, with Goldman Sachs & Co. LLC, BofA Securities, Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein. The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by the full text of the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 1.1 | Underwriting Agreement, dated August 7, 2024, among GE HealthCare Technologies Inc., and Goldman Sachs & Co. LLC, BofA Securities, Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein. | |
| 104 | The cover page from this Current Report on Form 8-K is formatted in Inline XBRL | |
Forward Looking Statements
This Current Report on Form 8-K contains “forward-looking statements”, including statements regarding the Offering. 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 reflect management’s current plans, estimates and expectations and are inherently uncertain. The inclusion of any forward-looking information in this document 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, risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions related to the Offering, and the other factors detailed in the Company’s Registration Statement on Form S-3 filed on June 28, 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.
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.
| Date: August 9, 2024 | GE HealthCare Technologies Inc. | |||||
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(Registrant) | |||||
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/s/ Frank R. Jimenez | |||||
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Frank R. Jimenez, General Counsel and Corporate Secretary (authorized signatory) | |||||