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GE announces pricing of offerings of $8.25 billion senior notes issued by GE HealthCare

Press releases may be edited for formatting or style | November 10, 2022 Business Affairs
BOSTON--(BUSINESS WIRE)--General Electric Company (“GE”) (NYSE: GE) announced today that GE Healthcare Holding LLC (“GE HealthCare”), a direct, wholly-owned subsidiary of GE, priced an 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 are being 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 intends to distribute the net proceeds from the offering of the New Money Notes to GE prior to the consummation of the Spin-Off. The SpinCo Debt Securities will initially be issued by GE HealthCare to GE and are expected to be 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 closing of the offering of the Notes is not contingent on the completion of the Spin-Off, and GE HealthCare expects that the offering of the Notes will be completed on or about November 22, 2022, subject to customary closing conditions, prior to the consummation of the Spin-Off. The Notes will be senior unsecured obligations of GE HealthCare and will be 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 issuance of the Notes by GE HealthCare and the guarantees by GE has 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.

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