GE Vernova Files 8-K on Material Events

TL;DR

GE Vernova dropped an 8-K detailing major corporate moves - agreements, debt, exec changes, and more.

AI Summary

GE Vernova Inc. filed an 8-K on April 2, 2024, reporting several material events. These include entering into a material definitive agreement, creating a direct financial obligation, and modifications to security holder rights. The filing also notes changes in control, departures and elections of officers, and amendments to articles of incorporation or bylaws. Additionally, it covers Regulation FD disclosures and other events, along with financial statements and exhibits.

Why It Matters

This 8-K filing signals significant corporate actions and potential changes within GE Vernova, impacting its structure, financial obligations, and governance.

Risk Assessment

Risk Level: medium — The filing covers a broad range of material events, including financial obligations and changes in control, which can introduce uncertainty and risk.

Key Players & Entities

• GE Vernova Inc. (company) — Filer
• 0001996810 (company) — Central Index Key
• DE (company) — State of Incorporation
• 001-41966 (company) — SEC File Number

FAQ

Key Financial Figures

• $0.01 — ich registered Common stock, par value $0.01 per share GEV New York Stock Exchan
• $2.0 billion — ork Investment Agreement may not exceed $2.0 billion at any given time and GE's total balanc
• $2.7 billion — nts under this agreement may not exceed $2.7 billion at any given time. GE expects to sell,
• $6.0 billion — ing of the Spin-Off, the Company closed $6.0 billion of credit facilities consisting of (i)
• $3.0 billion — ity in an aggregate committed amount of $3.0 billion (the "Revolving Credit Facility") provi
• $500 million — owings in U.S. dollars and Euros. Up to $500 million of the Credit Facility is available for

Filing Documents

• d807682d8k.htm (8-K) — 100KB
• d807682dex21.htm (EX-2.1) — 412KB
• d807682dex31.htm (EX-3.1) — 27KB
• d807682dex32.htm (EX-3.2) — 170KB
• d807682dex101.htm (EX-10.1) — 204KB
• d807682dex102.htm (EX-10.2) — 207KB
• d807682dex103.htm (EX-10.3) — 204KB
• d807682dex104.htm (EX-10.4) — 329KB
• d807682dex105.htm (EX-10.5) — 82KB
• d807682dex106.htm (EX-10.6) — 127KB
• d807682dex991.htm (EX-99.1) — 17KB
• g807682g0329045049016.jpg (GRAPHIC) — 4KB
• g807682g0401200757431.jpg (GRAPHIC) — 2KB
• 0001193125-24-084048.txt ( ) — 2446KB
• gev-20240327.xsd (EX-101.SCH) — 2KB
• gev-20240327_lab.xml (EX-101.LAB) — 18KB
• gev-20240327_pre.xml (EX-101.PRE) — 11KB
• d807682d8k_htm.xml (XML) — 4KB

From the Filing

8-K 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): March 27, 2024 GE Vernova Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-41966 92-2646542 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 58 Charles Street Cambridge , Massachusetts 02141 (Address of principal executive offices) (Zip Code) 617 - 674-7555 (Registrant's telephone number, including area code) GE Vernova LLC (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 Instruction 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 GEV New York Stock Exchange 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 provided pursuant to Section 13(a) of the Exchange Act. Explanatory Note: References to the "Board" means (i) prior to the Conversion Time (as defined herein), the board of managers of GE Vernova LLC and (ii) from and following the Conversion Time, the board of directors of GE Vernova Inc. Item1.01 Entry into a Material Definitive Agreement. On April 2, 2024 (the "Distribution Date"), General Electric Company ("GE") completed the previously announced distribution of all of the shares of the common stock of GE Vernova Inc. ("GE Vernova," the "Company," "we," "us," or "our") by GE to holders of GE common stock on a pro rata basis (the "Spin-Off"). Each holder of record of GE common stock received one share of our common stock for every four shares of GE common stock held on March 19, 2024 (the "Record Date"). Prior to the Distribution Date, in connection with the Spin-Off, we entered into several agreements with GE that set forth the principal actions taken or to be taken in connection with the Spin-Off and that govern the relationship between us and GE following the Spin-Off, including the following agreements: 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 Framework Investment Agreement. The descriptions included below of the Separation and Distribution Agreement, Transition Services Agreement, Tax Matters Agreement, Employee Matters Agreement, Trademark License Agreement, Real Estate Matters Agreement, and Framework Investment 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, 10.1, 10.2, 10.3, 10.4, 10.5, and 10.6, respectively, to this Current Report on Form 8-K and incorporated herein by reference. Separation and Distribution Agreement We entered into a Separation and Distribution Agreement with GE before the Spin-Off that sets forth our agreements with GE regarding the principal actions to be taken in connection with the Spin-Off. It also sets forth other agreements that govern aspects of our relationship with GE following the Spin-Off. Credit Support We have agreed to use reasonable best efforts to arrange for the termination or replacement of, and the release of GE and its subsidiaries from, all parent company guarantees, surety bonds, letters of credit, or similar instruments of credit support currently provided by or through GE or any of its subsidiaries for the benefit of us or any of our subsidiaries. We have substantially similar obligations with respect to certain categories of contracts, consisting primarily of contracts for the sale and delivery of equipment to our customers, which GE or its subsidiaries have entered into for the benefit of us or our subsidiaries. We refer to these obligations collectively as GE credit support. For the obligations that

View Full Filing

View this 8-K filing on SEC EDGAR