Item 1.01 Entry into a Material Definitive Agreement
In connection with the Spin-Off, the Company entered into several agreements
with
• a Separation and Distribution Agreement; • a Transition Services Agreement; • a Tax Matters Agreement; • an Employee Matters Agreement; • a Trademark License Agreement; • a Real Estate Matters Agreement; and • a Stockholder and Registration Rights Agreement.
Summaries of the material features of the Separation and Distribution Agreement,
the Transition Services Agreement, the Tax Matters Agreement, the Employee
Matters Agreement, the Trademark License Agreement, the Real Estate Matters
Agreement and the Stockholder and Registration Rights Agreement can be found in
the section titled "Certain Relationships and Related Person
Transactions-Agreements with
The summaries of the Separation and Distribution Agreement and the Tax Matters Agreement are incorporated by reference into this Item 1.01 in their entirety. The summaries of the Separation and Distribution Agreement and the Tax Matters Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, which are filed as Exhibits 2.1 and 10.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
The summaries of the Transition Services Agreement, Employee Matters Agreement, Trademark License Agreement, Real Estate Matters Agreement, and Stockholder and Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the forms of such agreements, which are filed as Exhibits 10.1, 10.3, 10.4, 10.5, and 10.6, respectively, to the Information Statement.
Item 2.01 Completion of Acquisition or Disposition of Assets
The Spin-Off was completed in accordance with the Separation and Distribution Agreement. The description of the Spin-Off included under the Introductory Note of this Current Report on Form 8-K is incorporated into this Item 2.01 by reference.
Item 8.01 Other Events
On
(2)
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Item 9.01 Financial Statements and Exhibits
(b) Pro Forma Financial Information
The pro forma financial information required by this item will be filed by amendment to this Current Report on Form 8-K not later than four business days after the date of the earliest event reported herein.
(d) Exhibits Exhibit Description 2.1 Separation and Distribution Agreement, datedNovember 7, 2022 by and betweenGeneral Electric Company andGE HealthCare Technologies Inc. (f/k/aGE Healthcare Holding LLC ), as amended.† 10.1 Tax Matters Agreement, dated as ofJanuary 2, 2023 , by and betweenGeneral Electric Company andGE HealthCare Technologies Inc. (f/k/aGE Healthcare Holding LLC ).† 99.1 Press release, datedJanuary 4, 2023 , issued byGeneral Electric Company regarding the Spin-Off completion. 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
† Certain portions of this exhibit have been redacted pursuant to Item
601(b)(2)(ii) and Item 601(b)(10)(iv) of Regulation S-K, as applicable. The Company agrees to furnish supplementally an unredacted copy of the exhibit to theSecurities and Exchange Commission upon its request.
Forward-looking statements.
This document contains "forward-looking statements"-that is, statements related
to future, not past, events. These forward-looking statements often address
(3)
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