General Electric Company completed the Spin-Off of GE HealthCare Technologies Inc..
January 02, 2023
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General Electric Company (NYSE:GE) plans to spin off 80.1% stake in GE Healthcare on November 9, 2021. General Electric Company entered into a Separation and Distribution Agreement to spin off 80.1% stake in GE Healthcare on November 7, 2022. In related transactions, General Electric Company also plans to spin off GE Aviation and the combined GE Renewable Energy, GE Power, and GE Digital businesses on November 9, 2021. GE Healthcare will be renamed GE HealthCare Technologies Inc. prior to the Distribution Date. GE HealthCare will list on The Nasdaq Global Select Market under the ticker symbol GEHC. Upon closing the Healthcare transaction, GE expects to retain a stake of 19.9% in the healthcare company. H. Lawrence Culp, Jr. will serve as non-executive chairman of the GE Healthcare Inc. upon its spin-off. He will continue to serve as chairman and CEO of GE until the second spin-off, at which point, he will lead the GE Aviation-focused company going forward. Peter Arduini will assume the role of president and CEO of GE Healthcare effective January 1, 2022. As per the transaction, GE will appoint Peter Arduini; H. Lawrence Culp Jr.; Rodney Hochman; Lloyd Howell Jr.; Risa Lavizzon-Mourey; Catherine Lesjak; Anne Madden; Tomislav Mihaljevic; William J. Stromberg, and Phoebe Yang as directors to the board. As per the transaction, H. Lawrence Culp, Jr., chairman and CEO, GE, and CEO, GE Aerospace, will be non-executive chairman of GE HealthCare. Peter Arduini, CEO of GE HealthCare, will also serve as a director.
The transactions are not subject to bondholder consent. The transactions are subject to the satisfaction of customary conditions, including final approvals by GE's Board of Directors, private letter rulings from the Internal Revenue Service and/or tax opinions from counsel, the filing and effectiveness of Form 10 registration statements with the U.S. Securities and Exchange Commission, and satisfactory completion of financing. As of October 11, 2022, GE filed the Form 10 registration statement with SEC. As per the announcement of November 15, 2022, GE HealthCare has secured access to up to $5.5 billion across three credit facilities in connection with the spinoff. The execution of spin off is expected in early 2023. The transaction is expected to close in first week of January 2023. Spin completion expected after market close on January 3, 2023; public trading set for January 4, 2023.
Scott A. Barshay and Steven J. Williams of Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal counsels for General Electric Company. Evercore and PJT Partners are the lead financial advisors to GE on the transaction. GE also received legal advice from Andrew L. Fabens of Gibson, Dunn & Crutcher LLP and financial advice from BofA Securities and Goldman Sachs.
General Electric Company completed the Spin-Off of GE HealthCare Technologies Inc. (NasdaqGS:GEHC) on January 3, 2023
GE HealthCare Technologies Inc. is a medical technology, pharmaceutical diagnostics, and digital solutions company. It develops, manufactures, and markets a portfolio of products, services, and complementary digital solutions used in the diagnosis, treatment, and monitoring of patients. Its segments include Imaging, Ultrasound, Patient Care Solutions (PCS), and Pharmaceutical Diagnostics (PDx). Its Imaging segment offers a comprehensive portfolio of scanning devices, clinical applications, service capabilities, and digital solutions. Its Ultrasound segment includes ultrasound medical devices and solutions with a portfolio of continuum of care, including screening, diagnosis, treatment, and monitoring of certain diseases. Its PCS segment portfolio is comprised of patient monitoring, anesthesia delivery and respiratory care, diagnostic cardiology, maternal infant care, and consumables and services. Its PDx segment is comprised of two business lines: contrast media and molecular imaging.