Approval of Spin-Off
On November 30, 2022, General Electric Company (“GE”) announced that its board of directors has approved the previously announced separation of GE Healthcare Holding LLC, a direct, wholly-owned subsidiary of GE. Prior to such separation, GE HealthCare is expected to be converted into a corporation and renamed GE HealthCare Technologies Inc. (“GE HealthCare”). GE also announced the timing and details regarding GE’s distribution of at least 80.1% of the shares of common stock, par value $0.01 per share, of GE HealthCare (the “GE HealthCare Common Stock”), to holders of GE common stock (“GE shareholders”) as a pro rata dividend in the spin-off. Following the distribution, GE will retain up to 19.9% of the outstanding GE HealthCare Common Stock. The distribution is expected to occur after U.S. market close on January 3, 2023, and GE HealthCare is expected to begin trading on The Nasdaq Stock Market LLC on January 4, 2023 under the ticker “GEHC.” Holders of GE common stock will be entitled to receive one share of GE HealthCare common stock for every three shares of GE common stock held on December 16, 2022, the record date for the distribution. The distribution is subject to the satisfaction or waiver of certain conditions. A copy of the press release is attached as Exhibit 99.1 and incorporated by reference herein.
Tender Offer
On November 30, 2022, GE issued a press release announcing the total consideration and amounts accepted in its previously announced tender offer to purchase for cash certain of the existing debt securities issued by GE or certain affiliates (and assumed or guaranteed by GE) (the “Tender Offer”). A copy of that press release is attached as Exhibit 99.2 and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
Forward-looking statements.
This document contains “forward-looking statements”—that is, statements related to future, not past, events. These forward-looking statements often address GE’s expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “estimate,” “forecast,” “target,” “preliminary,” or “range.” Forward-looking statements by their nature address matters that are, to different degrees, uncertain, and are subject to risks, uncertainties and assumptions. For GE, particular areas where risks or uncertainties could cause GE’s actual results to be materially different than those expressed in GE’s forward-looking statements include: GE’s success in executing and completing asset dispositions or other transactions, including GE’s plans to pursue the GE HealthCare spin-off and the spin-off its portfolio of energy businesses that are planned to be combined as GE Vernova (Renewable Energy, Power, Digital and Energy Financial Services), and sales or other dispositions of GE’s equity interests in Baker Hughes Company and AerCap Holdings N.V. and GE’s expected equity interest in GE Healthcare after its spin-off, the timing for such transactions, the ability to satisfy any applicable pre-conditions, and the expected proceeds, consideration and benefits to GE; changes in macroeconomic and market conditions and market volatility, including impacts related to the COVID-19 pandemic, risk of recession, inflation, supply chain constraints or disruptions, rising interest rates, oil, natural gas and other commodity prices and exchange rates, and the impact of such changes and volatility on GE’s business operations, financial results and financial position; and GE’s de-leveraging and capital allocation plans, including with respect to actions to reduce its indebtedness, the capital structures of the three public companies that GE plans to form from its businesses, the timing and amount of dividends, share repurchases, organic investments, and other priorities; and other factors that are described in the “Risk Factors” section of GE’s Annual Report on Form 10-K for the year ended December 31, 2021 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, as such descriptions may be updated or amended in any future reports that GE files with the SEC. These or other uncertainties may cause GE’s actual future results to be materially different than those expressed in its forward-looking statements. GE does not undertake to update its forward-looking statements.
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