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GE HealthCare Technologies Inc. Prices Secondary Offering of 13,281,302 Shares

Key Takeaway: GE HealthCare Technologies Inc. announced the pricing of a secondary underwritten public offering of 13,281,302 shares of common stock. The offering is being conducted by Morgan Stanley as the selling stockholder, with no proceeds going to GE HealthCare. The closing of the offering is expected on November 12, 2024, pending customary closing conditions. This move includes a debt-for-equity exchange with GE Aerospace, potentially impacting financial outlook for the company.

Market Sentiment Analysis

POSITIVE FACTORS

  • GE HealthCare is undertaking a secondary offering which may enhance its market position.
  • The company is engaged in a debt-for-equity exchange that could improve financial stability.

CONCERNS & RISKS

  • The company will not receive any proceeds from the secondary offering.
  • The offering is subject to customary closing conditions, introducing some uncertainty.

Full Press Release Details

GE HealthCare Technologies Inc.
Prices Secondary Offering of 13,281,302 Shares
CHICAGO GE HealthCare
Technologies Inc. (Nasdaq: GEHC) (the Company or GE HealthCare ) announced today the pricing of the previously announced secondary underwritten public offering (the Offering ) of 13,281,302 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, GE Aerospace (General
Electric Company) is expected to exchange the GEHC Shares for indebtedness of GE Aerospace held by Morgan Stanley Bank, N.A. (the MS Lender ), an affiliate of Morgan Stanley & Co. LLC, the selling stockholder in the Offering by
designation of the MS Lender. 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.
J.P. Morgan, Citigroup and Morgan Stanley are acting as the lead joint book-running
managers for the Offering. The Offering is expected to close on November 12, 2024, subject to customary closing conditions.
The GEHC Shares will be
offered from time to time in one or more transactions on The Nasdaq Stock Market LLC, in the over-the-counter market or through negotiated transactions or otherwise at
prices prevailing at the time of sale, at prices related to prevailing prices or at negotiated prices.
The Offering is being made pursuant to an
automatically effective 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. A final prospectus supplement and accompanying prospectus describing the terms of the Offering will be filed with the SEC. You may obtain these documents for free by visiting EDGAR on the SEC s website at www.sec.gov. Alternatively,
copies of the final prospectus supplement and accompanying prospectus relating to the Offering may be obtained, when available, from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by
email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com; Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (Tel:
800-831-9146); and Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014.
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 Technologies Inc.
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 125 years, GE HealthCare is advancing personalized,
connected, and compassionate care, while simplifying the patient s journey across the care pathway. Together our Imaging, Advanced Visualization Solutions, 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 approximately 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.

Frequently Asked Questions

What is the total number of GEHC shares offered?

The total number of GEHC shares offered is 13,281,302.

Will GE HealthCare receive proceeds from the offering?

No, GE HealthCare will not receive any proceeds from this offering.

Who are the underwriters for the offering?

J.P. Morgan, Citigroup, and Morgan Stanley are the lead underwriters.

When is the offering expected to close?

The offering is expected to close on November 12, 2024.

How can I obtain the offering documents?

Offering documents can be obtained for free at the SEC's website or through underwriters.

Last updated: Nov 7, 2024