GE HealthCare (Nasdaq: GEHC) sets $750M loan, senior notes for Intelerad

Rhea-AI Filing Summary

GE HealthCare Technologies Inc. arranged new debt financing to support its acquisition of Intelerad Medical Systems. The company entered into a three-year senior unsecured term loan credit facility that provides a committed $750 million term loan, to be drawn in a single borrowing on a later date once customary conditions are met and repaid in full on the third anniversary of funding. Interest can be based on either an alternate base rate or term SOFR for selected interest periods, with a margin tied to the company’s senior unsecured long-term debt ratings.

The credit agreement includes customary covenants limiting liens, certain fundamental transactions, leverage levels, and subsidiary indebtedness, along with standard events of default such as missed payments, covenant breaches, cross-acceleration of other material debt, bankruptcy events, material judgments, and change of control. Separately, GE HealthCare issued $600 million of 4.150% senior notes due December 15, 2028 and $650 million of 4.950% senior notes due December 15, 2035 under an effective shelf registration. The company plans to use the net proceeds from these notes, together with the term loan and cash on hand, to pay the purchase price of the Intelerad acquisition.

Insights

Credit and capital structure analyst

GE HealthCare adds a $750M term loan and two senior note tranches to fund the Intelerad acquisition, increasing unsecured debt but on standard investment-grade terms.

GE HealthCare is putting in place a three-year senior unsecured term loan of $750 million, available in a single draw once customary conditions are satisfied, alongside two new senior note issues to finance the purchase of Intelerad Medical Systems. The floating-rate loan can be based on an alternate base rate or term SOFR for one-, three-, or six-month periods, with the margin determined by the company’s senior unsecured long-term debt ratings, so interest costs will move with both benchmark rates and any rating changes.

The term loan covenants limit liens, certain fundamental transactions, leverage, and subsidiary indebtedness, and include standard events of default such as cross-acceleration of other material debt, bankruptcy, and change of control. In parallel, the company issued $600,000,000 of 4.150% senior notes due December 15, 2028 and $650,000,000 of 4.950% senior notes due December 15, 2035, which are senior unsecured obligations ranking equally with its other senior unsecured notes.

Together, this mix of term loan and long-dated notes defines how GE HealthCare plans to pay the Intelerad purchase price, shifting more of the consideration toward fixed-income investors rather than equity. Once the acquisition closes, the additional senior unsecured borrowings will become a meaningful component of the company’s capital structure and interest expense profile.

false 0001932393 0001932393 2025-12-12 2025-12-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 12, 2025

GE HEALTHCARE TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

Delaware		001-41528		88-2515116
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

500 W. Monroe Street, Chicago, IL		60661
(Address of principal executive offices)		(Zip Code)

(Registrant’s telephone number, including area code) (833) 735-1139

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.01 per share		GEHC		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On December 12, 2025, GE HealthCare Technologies Inc. (the “Company”) entered into a three-year senior unsecured term loan credit facility (the “Term Loan Credit Agreement”) among the Company, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders named therein. Pursuant to the Term Loan Credit Agreement, the lenders thereunder have committed to make an unsecured term loan in an aggregate amount of $750 million (the “Term Loan”), which will be made in a single borrowing on a future date subject to the satisfaction (or waiver) of certain customary conditions precedent, and will mature and be payable in full on the third anniversary thereof.

At the Company’s option, the interest rate applicable to the Term Loan under the Term Loan Credit Agreement is equal to either an alternate base rate or term SOFR rate for a one-, three-, or six-month interest period. The applicable margin payable on borrowing will be determined by reference to a pricing schedule based on the Company’s senior unsecured long-term debt ratings.

The Term Loan 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 Term Loan Credit Agreement also includes customary events of default, including with respect to a failure to make timely payments under the Term Loan 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 Term Loan Credit Agreement is a summary and is qualified in its entirety by reference to such document, which is attached as Exhibit 10.1 to this Current Report on Form 8-K.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 8.01 Other Events.

On December 15, 2025, the Company issued $600,000,000 aggregate principal amount of 4.150% Senior Notes due December 15, 2028 (the “2028 Notes”) and $650,000,000 aggregate principal amount of 4.950% Senior Notes due December 15, 2035 (the “2035 Notes” and, together with the 2028 Notes, the “Notes”) pursuant to its effective shelf registration statement on Form S-3 (File No. 333-280584). The Company intends to use the net proceeds from the offering of the Notes, together with the proceeds of the Term Loan and cash on hand, to pay the purchase price of the Company’s previously announced acquisition of Intelerad Medical Systems.

Interest on the 2028 Notes will be payable on June 15 and December 15 of each year, beginning on June 15, 2026, and interest on the 2035 Notes will be payable on June 15 and December 15 of each year, beginning on December 15, 2026. The 2028 Notes will mature on December 15, 2028, and the 2035 Notes will mature on December 15, 2035. The Notes are senior unsecured obligations of the Company and rank equally in right of payment with all of the Company’s other senior unsecured indebtedness, including the Company’s other outstanding senior notes.

The Notes were issued under the indenture, dated as of November 22, 2022 (the “Base Indenture”), as supplemented by the Fourth Supplemental Indenture, dated as of December 15, 2025 (the “Fourth Supplemental Indenture”), in each case between the Company and The Bank of New York Mellon, as trustee.

The foregoing description of the Base Indenture, the Fourth Supplemental Indenture, the 2028 Notes, and the 2035 Notes are summaries and are qualified in their entirety by reference to such documents, which are attached as Exhibits 4.1, 4.2, 4.3, and 4.4 to this Current Report on Form 8-K, respectively.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Description
4.1		Indenture, dated as of November 22, 2022, between GE HealthCare Technologies Inc. (f/k/a GE HealthCare Holding LLC), as issuer, and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 of General Electric Company’s Current Report on Form 8-K filed with the SEC on November 23, 2022).
4.2		Fourth Supplemental Indenture, dated as of December 15, 2025, between GE HealthCare Technologies Inc. and The Bank of New York Mellon, as trustee.
4.3		Form of the Company’s 4.150% Senior Note due 2028 (included in Exhibit A of Exhibit 4.2 hereto).
4.4		Form of the Company’s 4.950% Senior Note due 2035 (included in Exhibit B of Exhibit 4.2 hereto).
5.1		Opinion of Gibson, Dunn & Crutcher LLP, dated December 15, 2025.
10.1		Credit Agreement, dated as of December 12, 2025, among GE HealthCare Technologies Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto.
23.1		Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1 hereto).
104		The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						GE HealthCare Technologies Inc.
						(Registrant)
Date: December 15, 2025						/s/ Frank R. Jimenez
						Frank R. Jimenez, General Counsel and Corporate Secretary (authorized signatory)

FAQ

What new credit facility did GE HealthCare Technologies Inc. (GEHC) enter into?

GE HealthCare entered into a three-year senior unsecured term loan credit facility that provides a committed $750 million term loan. The loan will be drawn in a single borrowing on a future date, subject to customary conditions precedent, and will mature and be payable in full on the third anniversary of the borrowing.

What are the key terms of GEHCs new term loan under this report?

The term loan is senior unsecured, has a three-year maturity from the borrowing date, and bears interest at either an alternate base rate or a term SOFR rate for one-, three-, or six-month periods. The applicable margin is set by a pricing schedule tied to GE HealthCares senior unsecured long-term debt ratings, and the agreement includes covenants on liens, fundamental transactions, leverage, and subsidiary indebtedness.

What senior notes did GEHC issue in connection with the Intelerad acquisition?

GE HealthCare issued $600,000,000 aggregate principal amount of 4.150% Senior Notes due December 15, 2028 and $650,000,000 aggregate principal amount of 4.950% Senior Notes due December 15, 2035. These notes are senior unsecured obligations that rank equally in right of payment with the companys other senior unsecured indebtedness.

How will GEHC use the proceeds from the new term loan and senior notes?

GE HealthCare intends to use the net proceeds from the offering of the senior notes, together with the proceeds of the $750 million term loan and cash on hand, to pay the purchase price of its previously announced acquisition of Intelerad Medical Systems.

When are interest payments due on GEHCs new senior notes?

For the 4.150% Senior Notes due 2028, interest is payable on June 15 and December 15 of each year, beginning on June 15, 2026. For the 4.950% Senior Notes due 2035, interest is payable on June 15 and December 15 of each year, beginning on December 15, 2026.

Are GE HealthCares new senior notes secured, and how do they rank?

The new notes are senior unsecured obligations of GE HealthCare Technologies Inc. They rank equally in right of payment with all of the companys other senior unsecured indebtedness, including its other outstanding senior notes.