12/12/2024 | Press release | Distributed by Public on 12/12/2024 15:31
Item 1.01 |
Entry into a Material Definitive Agreement. |
On December 11, 2024, GE HealthCare Technologies Inc. (the "Company") entered into a 364-DayRevolving Credit Agreement (the "2024 364-DayRevolving Credit Agreement") among the Company, Citibank, N.A., as administrative agent, and the lenders named therein (the "Lenders"), which provides for a 364-daysenior unsecured revolving credit facility in an aggregate committed amount of $1.0 billion. The 2024 364-DayRevolving Credit Facility replaces the 364-DayRevolving Credit Agreement, dated as of December 13, 2023, among the Company, Citibank, N.A., as administrative agent, and the lenders named therein, which provided for a $1.0 billion 364-daysenior unsecured revolving credit facility and which matured by its terms on December 11, 2024.
Borrowings under the 2024 364-DayRevolving Credit Agreement are available in U.S. Dollars and Euros. The credit facility provided under the 2024 364-DayRevolving Credit Agreement will mature on December 10, 2025.
The interest rate applicable to loans under the 2024 364-DayRevolving Credit Agreement is (x) with respect to borrowings in U.S. Dollars, at the Company's option, equal to either an alternate base rate or an adjusted Term SOFR rate for a one-,three-, or six-monthinterest period and (y) with respect to borrowings in Euros, the EURIBOR rate for a one-,three-, or six-monthinterest period, in each case, plus an applicable margin. The applicable margin payable on borrowings will be determined by reference to a pricing schedule based on the Company's senior unsecured long-term debt ratings. In addition, the Company will pay customary facility fees based on the commitments of the Lenders under the 2024 364-DayRevolving Credit Agreement.
The Company may voluntarily prepay borrowings under the 2024 364-DayRevolving Credit Agreement without premium or penalty, subject to customary breakage costs with respect to loans bearing interest by reference to the applicable adjusted Term SOFR rate or the EURIBOR rate. The Company may also voluntarily reduce the commitments under the 2024 364-DayRevolving Credit Agreement, in whole or in part, subject to certain minimum reduction amounts.
The 2024 364-DayRevolving Credit Agreement includes various customary covenants that limit, among other things, (i) the Company's incurrence of liens, entry into certain fundamental change transactions, and maximum permitted leverage ratio, and (ii) the incurrence of indebtedness by subsidiaries of the Company. The covenants in the 2024 364-DayRevolving Credit Agreement are consistent with those in the Company's five-year revolving facility and term loan facility. The 2024 364-DayRevolving Credit Agreement also includes customary events of default, including with respect to a failure to make timely payments under the 364-DayRevolving Credit Agreement, violation of covenants, material inaccuracy of representations and warranties, acceleration of other material indebtedness, certain bankruptcy and insolvency events, unsatisfied material judgments, and change of control.
The foregoing description of the 2024 364-DayRevolving Credit Agreement does not purport to be a complete statement of the parties' rights and obligations under the 2024 364-DayRevolving Credit Agreement, and the foregoing is qualified in its entirety by reference to the full text of the 2024 364-DayRevolving Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-Kand is incorporated herein by reference.