- $53.9 billion of Old Notes tendered
- Upsize of Total New Notes to be issued from $30 billion to $36
billion
- Upsize of 2016 New Notes Cap from $15 billion to $16.25 billion
Company Website:
http://www.ge.com
FAIRFIELD, Conn. -- (Business Wire)
General Electric Capital Corporation (“GECC”) today announced the early
participation results of the previously announced private offers
commenced by GE Capital International Funding Company (the “Issuer”) to
exchange (the “Exchange Offers”) the Issuer’s new senior unsecured notes
(collectively, the “New Notes”) for certain outstanding debt securities
(collectively, the “Old Notes”).
Based on information provided by D.F. King & Co., Inc. and Lucid Issuer
Services Limited, the exchange agents and information agents for the
Exchange Offers (the “Exchange Agents”), approximately $53.9 billion
principal amount of Old Notes were tendered in the Exchange Offers by
the Early Participation Date.
GECC also announced today that:
|
|
|
(i)
|
|
the principal amount of New Notes to be issued in the Exchange
Offers has increased from $30 billion to $36 billion,
|
| | |
(ii)
| |
the principal amount of 2016 New Notes to be issued in the 2016
Market Value Exchange Offers has increased from $15 billion to
$16.25 billion (the “2016 New Notes Cap”) and
|
| | |
(iii)
| |
the principal amount of New Market Notes to be issued in the
2020/2025/2035 Market Value Exchange Offers will be $36 billion
less the principal amount of 2016 New Notes accepted in the 2016
Market Value Exchange Offers.
|
Based on the principal amount of Old Notes tendered in the Exchange
Offers, it is anticipated that the 2016 New Notes Cap will permit all
Old Notes validly tendered in the 2016 Market Value Exchange Offers to
be accepted without proration. No Old Notes tendered in the Par for Par
Exchange Offers will be accepted. The Issuer currently expects to return
any Old Notes tendered in the Par for Par Exchange Offers on October 6,
2015.
The Exchange Offers are being conducted by the Issuer upon the terms and
subject to the conditions set forth in a separate offer to exchange
(which is available only to Eligible Holders), as modified by this
announcement (the “Offer to Exchange”). Capitalized terms not otherwise
defined herein have the meanings set forth in the announcement relating
to the Exchange Offers dated September 21, 2015.
The “Early Participation Date” expired at 5:00 p.m., New York City time
on October 2, 2015. Holders of Old Notes validly tendered after the
Early Participation Date but prior to the Expiration Date and accepted
in the Exchange Offers will no longer be entitled to the Total Exchange
Consideration, but instead will be entitled to the reduced Exchange
Consideration described below. The Withdrawal Deadline has expired. Old
Notes tendered for exchange may not be validly withdrawn, unless we
determine in the future in our sole discretion to enable withdrawal
rights as required by law.
After giving effect to the upsize, and based on the principal amounts of
Old Notes tendered by the Early Participation Date and the other
assumptions described below in the “Exchange Offers Summary Tables,” a
summary of the hypothetical principal amounts of New Notes that would be
issued in the Exchange Offers is set forth below. The actual amounts
of New Notes to be issued and corresponding proration factors will vary
from those set forth in the tables below and will be based on the actual
principal amounts of Old Notes validly tendered in the Exchange Offers
at or prior to the Expiration Date and the actual consideration to be
paid as determined as of the Price Determination Date.
New Notes |
| Principal Amount of Applicable Old Notes Tendered by Early
Participation Date (billions USD equivalent) |
| Hypothetical Principal Amount of New Notes to be Issued Pursuant
to the Exchange Offers (billions USD equivalent) |
2016 USD New Notes
|
|
$14.2
|
|
$15.0
|
2016 GBP New Notes
| |
$0.9 (£0.6)
| |
$1.1 (£0.7)
|
2020 New Notes
| |
$7.6
| |
$6.3
|
2025 New Notes
| |
$2.6
| |
$2.0
|
2035 New Notes
| |
$11.8
| |
$11.6
|
Par for Par Notes
|
|
$16.7
|
|
$0.0
|
Total | | $53.9 | | $36.0 |
The Exchange Offers will expire at 11:59 p.m., New York City time on
October 19, 2015, unless extended by the Issuer (such date and time as
they may be extended by the Issuer, the “Expiration Date”).
Eligible Holders of Old Notes validly tendered and accepted after the
Early Participation Date will not be entitled to the Total Exchange
Consideration, but instead will be entitled to the Exchange
Consideration, which for each $1,000 (or £1,000) principal amount of Old
Notes tendered and accepted will be New Notes in a principal amount
equal to the applicable Total Exchange Consideration minus $50 (or £50).
Accordingly, Eligible Holders that tender Old Notes in the Market Value
Exchange Offers after the Early Participation Date will receive New
Notes in a principal amount that will be less than the principal amount
of the New Notes that they would have received had they received the
Total Exchange Consideration.
The “Settlement Date” for the Exchange Offers is expected to be five
business days following the Expiration Date, must be a business day both
in the City of New York and in London and would be October 26, 2015
based on the current Expiration Date.
Any of the Old Notes that are not tendered at or prior to the Expiration
Date or are not accepted for exchange will remain outstanding, will
mature on their respective maturity dates and will continue to accrue
interest in accordance with, and will otherwise be entitled to all the
rights and privileges under, the respective instruments governing their
terms, including their existing GE guarantee.
As previously announced, the Exchange Offers are intended, among other
things, to establish an international holding company (GE Capital
International Holdings) with an efficient and simplified capital
structure that is satisfactory to GECC’s regulators, a key step in
terminating the nonbank systemically important financial institution
designation for GECC. In addition, the Exchange Offers seek to align the
liabilities of GE Capital International Holdings to its assets from a
maturity profile and liquidity standpoint, taking into consideration
asset sales, and where appropriate shortening the maturity profile of
targeted liabilities.
Exchange Offers Summary Tables
The tables below provide information regarding the principal amount of
each series or tranche of Old Notes validly tendered and not validly
withdrawn at or prior to the Early Participation Date pursuant to the
Exchange Offers, based on information provided by the Exchange Agents.
The following tables also set forth the hypothetical principal amounts
of Old Notes to be accepted pursuant to the Exchange Offers, the
hypothetical proration factors and the hypothetical principal amounts of
New Notes to be issued pursuant to the Exchange Offers. These
hypothetical amounts are for illustrative purposes only and are not
final. They are based on the hypothetical consideration set forth in the
Offer to Exchange, which consideration was determined at 11:00 a.m. (New
York City time) (4:00 p.m. (London time)) on September 17, 2015 and
corresponding pounds sterling exchange rate determined at 5:00 p.m. (New
York City time) on October 2, 2015. They also assume no further tenders
of Old Notes in the Exchange Offers after the Early Participation Date.
|
| |
| |
| |
| |
| |
| |
| |
MARKET VALUE EXCHANGE OFFERS |
|
2016 Market Value Exchange Offers |
|
USD (2019-2021): Market Value Exchange for 2016 USD New Notes |
| | | | | | | | | | | | | |
|
Title of Old Notes | | CUSIP Number | | ISIN | | Principal Amount Outstanding (millions) | | Principal Amount Tendered by Early Participation Date (millions) | | Hypothetical Principal Amount to be Accepted Pursuant to the
Exchange Offer (millions) | | New Notes(1)(2) | | Hypothetical Principal Amount to be Issued Pursuant to the
Exchange Offer (millions) |
6.000% Aug 2019
| |
36962G4D3
| |
US36962G4D32
| |
$2,000
| |
$232.925
| |
$232.925
| |
2016 USD New Notes
| |
$269.897
|
2.200% Jan 2020
| |
36962G7M0
| |
US36962G7M04
| |
$2,000
| |
$395.178
| |
$395.178
| |
2016 USD New Notes
| |
$403.781
|
5.500% Jan 2020
| |
36962G4J0
| |
US36962G4J02
| |
$2,000
| |
$227.268
| |
$227.268
| |
2016 USD New Notes
| |
$261.120
|
5.550% May 2020
| |
36962G2T0
| |
US36962G2T02
| |
$1,100
| |
$156.803
| |
$156.803
| |
2016 USD New Notes
| |
$180.748
|
4.375% Sept 2020
| |
36962G4R2
| |
US36962G4R28
| |
$2,150
| |
$199.154
| |
$199.154
| |
2016 USD New Notes
| |
$220.575
|
4.625% Jan 2021
| |
36962G4Y7
| |
US36962G4Y78
| |
$2,250
| |
$259.737
| |
$259.737
| |
2016 USD New Notes
| |
$291.848
|
5.300% Feb 2021
| |
369622SM8
| |
US369622SM84
| |
$2,000
| |
$206.400
| |
$206.400
| |
2016 USD New Notes
| |
$237.067
|
4.650% Oct 2021
| |
36962G5J9
| |
US36962G5J92
| |
$3,150
| |
$619.334
| |
$619.334
| |
2016 USD New Notes
| |
$696.429
|
_______________
|
(1)
|
|
Based on the principal amount of Old Notes tendered in the
Exchange Offers, it is anticipated that the 2016 New Notes Cap
will permit all Old Notes validly tendered in the 2016 Market
Value Exchange Offers to be accepted without proration.
|
(2)
| |
The 2016 USD New Notes will mature on April 15, 2016 and will bear
interest at the rate per annum equal to the sum of: (a) the yield
of the Eurodollar Synthetic Forward Rate from two business days
after the Price Determination Date (as defined below) to the
maturity date of the 2016 USD New Notes appearing at the Price
Determination Date on the EDSF page displayed on the Bloomberg
Pricing Monitor, or any other recognized quotation source selected
by the lead dealer managers in their sole discretion if such
quotation report is not available or manifestly erroneous, plus
(b) 60 basis points, such sum rounded to the third decimal place
when expressed as a percentage.
|
|
| |
| |
| |
| |
| |
| |
| |
USD (2022-2024): Market Value Exchange for 2016 USD New Notes |
|
Title of Old Notes | | CUSIP Number | | ISIN | | Principal Amount Outstanding (millions) | | Principal Amount Tendered by Early Participation Date (millions) | | Hypothetical Principal Amount to be Accepted Pursuant to the
Exchange Offer (millions) | | New Notes(1)(2) | | Hypothetical Principal Amount to be Issued Pursuant to the
Exchange Offer (millions) |
3.150% Sept 2022
| |
36962G6F6
| |
US36962G6F61
| |
$2,000
| |
$250.532
| |
$250.532
| |
2016 USD New Notes
| |
$259.441
|
3.100% Jan 2023
| |
36962G6S8
| |
US36962G6S82
| |
$2,500
| |
$289.711
| |
$289.711
| |
2016 USD New Notes
| |
$298.567
|
3.450% May 2024
| |
36962G7K4
| |
US36962G7K48
| |
$1,000
| |
$127.385
| |
$127.385
| |
2016 USD New Notes
| |
$133.181
|
________________
|
(1)
|
|
Based on the principal amount of Old Notes tendered in the
Exchange Offers, it is anticipated that the 2016 New Notes Cap
will permit all Old Notes validly tendered in the 2016 Market
Value Exchange Offers to be accepted without proration.
|
(2)
| |
The 2016 USD New Notes will mature on April 15, 2016 and will bear
interest at the rate per annum equal to the sum of: (a) the yield
of the Eurodollar Synthetic Forward Rate from two business days
after the Price Determination Date to the maturity date of the
2016 USD New Notes appearing at the Price Determination Date on
the EDSF page displayed on the Bloomberg Pricing Monitor, or any
other recognized quotation source selected by the lead dealer
managers in their sole discretion if such quotation report is not
available or manifestly erroneous, plus (b) 60 basis points, such
sum rounded to the third decimal place when expressed as a
percentage.
|
|
| |
| |
| |
| |
| |
| |
| |
USD Fixed-Rate (2016-2020): Market Value Exchange for 2016
USD New Notes |
| | | | | | | | | | | | | |
|
Title of Old Notes | | CUSIP Number | | ISIN | | Principal Amount Outstanding (millions) | | Principal Amount Tendered by Early Participation Date (millions) | | Hypothetical Principal Amount to be Accepted Pursuant to the
Exchange Offer (millions) | | New Notes(1)(2) | | Hypothetical Principal Amount to be Issued Pursuant to the
Exchange Offer (millions) |
1.500% Jul 2016
| |
36962G6Z2
| |
US36962G6Z26
| |
$1,250
| |
$422.462
| |
$422.462
| |
2016 USD New Notes
| |
$426.670
|
1.450% Aug 2016
| |
36962G7B4
| |
US36962G7B49
| |
$250
| |
$0.000
| |
$0.000
| |
2016 USD New Notes
| |
$0.000
|
4.575% Aug 2037
| |
36962G6E9
| |
US36962G6E96
| |
$100
| |
$0.000
| |
$0.000
| |
2016 USD New Notes
| |
$0.000
|
3.350% Oct 2016
| |
36962G5H3
| |
US36962G5H37
| |
$1,250
| |
$515.411
| |
$515.411
| |
2016 USD New Notes
| |
$531.992
|
5.375% Oct 2016
| |
36962GY40
| |
US36962GY402
| |
$1,100
| |
$459.997
| |
$459.997
| |
2016 USD New Notes
| |
$483.139
|
2.900% Jan 2017
| |
36962G5N0
| |
US36962G5N05
| |
$1,425
| |
$624.169
| |
$624.169
| |
2016 USD New Notes
| |
$644.030
|
5.400% Feb 2017
| |
36962G2G8
| |
US36962G2G80
| |
$1,500
| |
$641.111
| |
$641.111
| |
2016 USD New Notes
| |
$681.860
|
2.450% Mar 2017
| |
36962G5S9
| |
US36962G5S91
| |
$500
| |
$328.546
| |
$328.546
| |
2016 USD New Notes
| |
$337.157
|
1.250% May 2017
| |
36962G7J7
| |
US36962G7J74
| |
$1,000
| |
$642.521
| |
$642.521
| |
2016 USD New Notes
| |
$651.439
|
2.300% Apr 2017
| |
36962G5W0
| |
US36962G5W04
| |
$2,000
| |
$844.784
| |
$844.784
| |
2016 USD New Notes
| |
$868.176
|
5.625% Sep 2017
| |
36962G3H5
| |
US36962G3H54
| |
$3,000
| |
$1,152.329
| |
$1,152.329
| |
2016 USD New Notes
| |
$1,256.211
|
1.600% Nov 2017
| |
36962G6K5
| |
US36962G6K56
| |
$1,000
| |
$271.424
| |
$271.424
| |
2016 USD New Notes
| |
$275.311
|
1.625% Apr 2018
| |
36962G6W9
| |
US36962G6W94
| |
$1,500
| |
$379.951
| |
$379.951
| |
2016 USD New Notes
| |
$384.571
|
5.625% May 2018
| |
36962G3U6
| |
US36962G3U65
| |
$4,000
| |
$1,393.870
| |
$1,393.870
| |
2016 USD New Notes
| |
$1,543.697
|
4.700% May 2053
| |
369622394
| |
US3696223946
| |
$750
| |
$0.288
| |
$0.288
| |
2016 USD New Notes
| |
$0.294
|
2.300% Jan 2019
| |
36962G7G3
| |
US36962G7G36
| |
$1,000
| |
$530.844
| |
$530.844
| |
2016 USD New Notes
| |
$543.266
|
3.800% Jun 2019
| |
369668AA6
| |
US369668AA67
| |
$700
| |
$436.838
| |
$436.838
| |
2016 USD New Notes
| |
$467.500
|
5.260% Nov 2019
| |
36962GM43
| |
US36962GM431
| |
$75
| |
$75.000
| |
$75.000
| |
2016 USD New Notes
| |
$83.865
|
3.250% Aug 2020
| |
36962G7C2
| |
US36962G7C22
| |
$250
| |
$0.000
| |
$0.000
| |
2016 USD New Notes
| |
$0.000
|
________________
|
(1)
|
|
Based on the principal amount of Old Notes tendered in the
Exchange Offers, it is anticipated that the 2016 New Notes Cap
will permit all Old Notes validly tendered in the 2016 Market
Value Exchange Offers to be accepted without proration.
|
(2)
| |
The 2016 USD New Notes will mature on April 15, 2016 and will bear
interest at the rate per annum equal to the sum of: (a) the yield
of the Eurodollar Synthetic Forward Rate from two business days
after the Price Determination Date to the maturity date of the
2016 USD New Notes appearing at the Price Determination Date on
the EDSF page displayed on the Bloomberg Pricing Monitor, or any
other recognized quotation source selected by the lead dealer
managers in their sole discretion if such quotation report is not
available or manifestly erroneous, plus (b) 60 basis points, such
sum rounded to the third decimal place when expressed as a
percentage.
|
|
| |
| |
| |
| |
| |
| |
| |
USD Floating Rate (2016-2020): Market Value Exchange for
2016 USD New Notes |
| | | | | | | | | | | | | |
|
Title of Old Notes(1) | | CUSIP Number | | ISIN | | Principal Amount Outstanding (millions) | | Principal Amount Tendered by Early Participation Date (millions) | | Hypothetical Principal Amount to be Accepted Pursuant to the
Exchange Offer (millions) | | New Notes(2)(3) | | Hypothetical Principal Amount to be Issued Pursuant to the
Exchange Offer (millions) |
FRNs Jul 2016
| |
36967FAC5
| |
US36967FAC59
| |
$695
| |
$396.000
| |
$396.000
| |
2016 USD New Notes
| |
$399.960
|
FRNs Jul 2016
| |
36962G7A6
| |
US36962G7A65
| |
$1,600
| |
$462.930
| |
$462.930
| |
2016 USD New Notes
| |
$468.717
|
FRNs Jan 2017
| |
36967FAB7
| |
US36967FAB76
| |
$2,000
| |
$667.640
| |
$667.640
| |
2016 USD New Notes
| |
$674.316
|
FRNs May 2017
| |
36962G7H1
| |
US36962G7H19
| |
$500
| |
$221.644
| |
$221.644
| |
2016 USD New Notes
| |
$223.860
|
F-FRNs May 2017
| |
36962G5Y6
| |
US36962G5Y69
| |
$100
| |
$11.965
| |
$11.965
| |
2016 USD New Notes
| |
$12.234
|
F-FRNs Aug 2017
| |
36962G6B5
| |
US36962G6B57
| |
$100
| |
$16.911
| |
$16.911
| |
2016 USD New Notes
| |
$17.418
|
F-FRNs Dec 2017
| |
36962G6L3
| |
US36962G6L30
| |
$100
| |
$5.500
| |
$5.500
| |
2016 USD New Notes
| |
$5.569
|
FRNs Apr 2018
| |
36962G6X7
| |
US36962G6X77
| |
$400
| |
$179.141
| |
$179.141
| |
2016 USD New Notes
| |
$182.724
|
FRNs Jan 2019
| |
36962G7F5
| |
US36962G7F52
| |
$500
| |
$205.343
| |
$205.343
| |
2016 USD New Notes
| |
$206.883
|
FRNs Jan 2020
| |
36967FAA9
| |
US36967FAA93
| |
$500
| |
$149.426
| |
$149.426
| |
2016 USD New Notes
| |
$152.041
|
________________
|
(1)
|
|
We refer to floating-rate notes as FRNs and fixed to floating-rate
notes as F-FRNs.
|
(2)
| |
Based on the principal amount of Old Notes tendered in the
Exchange Offers, it is anticipated that the 2016 New Notes Cap
will permit all Old Notes validly tendered in the 2016 Market
Value Exchange Offers to be accepted without proration.
|
(3)
| |
The 2016 USD New Notes will mature on April 15, 2016 and will bear
interest at the rate per annum equal to the sum of: (a) the yield
of the Eurodollar Synthetic Forward Rate from two business days
after the Price Determination Date to the maturity date of the
2016 USD New Notes appearing at the Price Determination Date on
the EDSF page displayed on the Bloomberg Pricing Monitor, or any
other recognized quotation source selected by the lead dealer
managers in their sole discretion if such quotation report is not
available or manifestly erroneous, plus (b) 60 basis points, such
sum rounded to the third decimal place when expressed as a
percentage.
|
|
| |
| |
| |
| |
| |
| |
| |
Other Select USD: Market Value Exchange for 2016 USD New
Notes |
| | | | | | | | | | | | | |
|
Title of Old Notes | | CUSIP Number | | ISIN | | Principal Amount Outstanding (millions) | | Principal Amount Tendered by Early Participation Date (millions) | | Hypothetical Principal Amount to be Accepted Pursuant to the
Exchange Offer (millions) | | New Notes(1)(2) | | Hypothetical Principal Amount to be Issued Pursuant to the
Exchange Offer (millions) |
1.250% Nov 2016
| |
—
| |
XS0856562797
| |
$300
| |
$16.620
| |
$16.620
| |
2016 USD New Notes
| |
$16.780
|
4.625% Jan 2043
| |
—
| |
XS0880289292
| |
$700
| |
$61.193
| |
$61.193
| |
2016 USD New Notes
| |
$61.069
|
5.550% Jan 2026
| |
36962GT95
| |
US36962GT956
| |
$500
| |
$5.275
| |
$5.275
| |
2016 USD New Notes
| |
$6.106
|
7.500% Aug 2035
| |
36959CAA6
| |
US36959CAA62
| |
$300
| |
$90.159
| |
$90.159
| |
2016 USD New Notes
| |
$128.754
|
________________
|
(1)
|
|
Based on the principal amount of Old Notes tendered in the
Exchange Offers, it is anticipated that the 2016 New Notes Cap
will permit all Old Notes validly tendered in the 2016 Market
Value Exchange Offers to be accepted without proration.
|
(2)
| |
The 2016 USD New Notes will mature on April 15, 2016 and will bear
interest at the rate per annum equal to the sum of: (a) the yield
of the Eurodollar Synthetic Forward Rate from two business days
after the Price Determination Date to the maturity date of the
2016 USD New Notes appearing at the Price Determination Date on
the EDSF page displayed on the Bloomberg Pricing Monitor, or any
other recognized quotation source selected by the lead dealer
managers in their sole discretion if such quotation report is not
available or manifestly erroneous, plus (b) 60 basis points, such
sum rounded to the third decimal place when expressed as a
percentage.
|
|
| |
| |
| |
| |
| |
| |
| |
GBP: Market Value Exchange for 2016 GBP New Notes |
| | | | | | | | | | | | | |
|
Title of Old Notes | | CUSIP Number | | ISIN | | Principal Amount Outstanding (millions) | | Principal Amount Tendered by Early Participation Date (millions) | | Hypothetical Principal Amount to be Accepted Pursuant to the
Exchange Offer (millions) | | New Notes(1)(2) | | Hypothetical Principal Amount to be Issued Pursuant to the
Exchange Offer (millions) |
6.250% Dec 2017
| |
—
| |
XS0148124588
| |
£500
| |
£149.976
| |
£149.976
| |
2016 GBP New Notes
| |
£165.705
|
5.250% Dec 2028
| |
—
| |
XS0096298822
| |
£425
| |
£100.947
| |
£100.947
| |
2016 GBP New Notes
| |
£126.313
|
5.625% Sept 2031
| |
—
| |
XS0154681737
| |
£178
| |
£48.910
| |
£48.910
| |
2016 GBP New Notes
| |
£63.981
|
4.875% Sept 2037
| |
—
| |
XS0229561831
| |
£750
| |
£219.773
| |
£219.773
| |
2016 GBP New Notes
| |
£251.625
|
5.375% Dec 2040
| |
—
| |
XS0182703743
| |
£450
| |
£99.738
| |
£99.738
| |
2016 GBP New Notes
| |
£130.701
|
________________
|
(1)
|
|
Based on the principal amount of Old Notes tendered in the
Exchange Offers, it is anticipated that the 2016 New Notes Cap
will permit all Old Notes validly tendered in the 2016 Market
Value Exchange Offers to be accepted without proration.
|
(2)
| |
The 2016 GBP New Notes will mature on April 15, 2016 and will bear
interest at the rate per annum equal to the sum of: (a) the yield
of the 2.000% U.K. Gilt Security due January 22, 2016 (the “2016
GBP New Notes Reference Security”), as calculated by the lead
dealer managers in accordance with standard market practice, that
equates to the price of the 2016 GBP New Notes Reference Security
appearing at the Price Determination Date on the DMO2 page
displayed on the Bloomberg Pricing Monitor, or any other
recognized quotation source selected by the lead dealer managers
in their sole discretion if such quotation report is not available
or manifestly erroneous, plus (b) 90 basis points, such sum
rounded to the third decimal place when expressed as a percentage.
|
|
2020/2025/2035 Market Value Exchange Offers |
USD (2019-2021): Market Value Exchange for 2020 New Notes |
|
| |
| |
| |
| |
| |
| |
| |
| |
Title of Old Notes | | CUSIP Number | | ISIN | | Principal Amount Outstanding (millions) | | Principal Amount Tendered by Early Participation Date (millions) | | Hypothetical Principal Amount to be Accepted Pursuant to the
Exchange Offer (millions) | | Hypothetical Proration Factor(1) | | New Notes(2) | | Hypothetical Principal Amount to be Issued Pursuant to the
Exchange Offer (millions) |
6.000% Aug 2019
| |
36962G4D3
| |
US36962G4D32
| |
$2,000
| |
$774.064
| |
$576.165
| |
74.43%
| |
2020 New Notes
| |
$666.468
|
2.200% Jan 2020
| |
36962G7M0
| |
US36962G7M04
| |
$2,000
| |
$989.186
| |
$736.289
| |
74.43%
| |
2020 New Notes
| |
$750.842
|
5.500% Jan 2020
| |
36962G4J0
| |
US36962G4J02
| |
$2,000
| |
$885.894
| |
$659.405
| |
74.43%
| |
2020 New Notes
| |
$756.185
|
5.550% May 2020
| |
36962G2T0
| |
US36962G2T02
| |
$1,100
| |
$576.167
| |
$428.863
| |
74.43%
| |
2020 New Notes
| |
$493.355
|
4.375% Sept 2020
| |
36962G4R2
| |
US36962G4R28
| |
$2,150
| |
$956.351
| |
$711.848
| |
74.43%
| |
2020 New Notes
| |
$786.671
|
4.625% Jan 2021
| |
36962G4Y7
| |
US36962G4Y78
| |
$2,250
| |
$1,086.508
| |
$808.729
| |
74.43%
| |
2020 New Notes
| |
$906.594
|
5.300% Feb 2021
| |
369622SM8
| |
US369622SM84
| |
$2,000
| |
$885.375
| |
$659.018
| |
74.43%
| |
2020 New Notes
| |
$755.162
|
4.650% Oct 2021
| |
36962G5J9
| |
US36962G5J92
| |
$3,150
| |
$1,444.049
| |
$1,074.861
| |
74.43%
| |
2020 New Notes
| |
$1,205.488
|
_______________
|
(1)
|
|
Proration factor (the percentage of relevant tenders to be
accepted) is rounded to the nearest hundredth.
|
(2)
| |
The 2020 New Notes will mature on November 15, 2020 and will bear
interest at the rate per annum equal to the sum of: (a) the yield
of the 1.375% U.S. Treasury Security due August 31, 2020 (the
“2020 New Notes Reference Security”), as calculated by the lead
dealer managers in accordance with standard market practice, that
equates to the bid-side price of the 2020 New Notes Reference
Security appearing at the Price Determination Date on the FIT1
page displayed on the Bloomberg Pricing Monitor, or any other
recognized quotation source selected by the lead dealer managers
in their sole discretion if such quotation report is not available
or manifestly erroneous, plus (b) 105 basis points, such sum
rounded to the third decimal place when expressed as a percentage.
|
|
USD (2022-2024): Market Value Exchange for 2025 New Notes |
|
| |
| |
| |
| |
| |
| |
| |
| |
Title of Old Notes | | CUSIP Number | | ISIN | | Principal Amount Outstanding (millions) | | Principal Amount Tendered by Early Participation Date (millions) | | Hypothetical Principal Amount to be Accepted Pursuant to the
Exchange Offer (millions) | | Hypothetical Proration Factor(1) | | New Notes(2) | | Hypothetical Principal Amount to be Issued Pursuant to the
Exchange Offer (millions) |
3.150% Sept 2022
| |
36962G6F6
| |
US36962G6F61
| |
$2,000
| |
$916.965
| |
$682.532
| |
74.43%
| |
2025 New Notes
| |
$704.632
|
3.100% Jan 2023
| |
36962G6S8
| |
US36962G6S82
| |
$2,500
| |
$1,234.940
| |
$919.213
| |
74.43%
| |
2025 New Notes
| |
$944.261
|
3.450% May 2024
| |
36962G7K4
| |
US36962G7K48
| |
$1,000
| |
$477.364
| |
$355.320
| |
74.43%
| |
2025 New Notes
| |
$370.151
|
________________
|
(1)
|
|
Proration factor (the percentage of relevant tenders to be
accepted) is rounded to the nearest hundredth.
|
(2)
| |
The 2025 New Notes will mature on November 15, 2025 and will bear
interest at the rate per annum equal to the sum of: (a) the yield
of the 2.000% U.S. Treasury Security due August 15, 2025 (the
“2025 New Notes Reference Security”), as calculated by the lead
dealer managers in accordance with standard market practice, that
equates to the bid-side price of the 2025 New Notes Reference
Security appearing at the Price Determination Date on the FIT1
page displayed on the Bloomberg Pricing Monitor, or any other
recognized quotation source selected by the lead dealer managers
in their sole discretion if such quotation report is not available
or manifestly erroneous, plus (b) 135 basis points, such sum
rounded to the third decimal place when expressed as a percentage.
|
|
| |
| |
| |
| |
| |
| |
| |
| |
USD (2032-2039): Market Value Exchange for 2035 New Notes |
| | | | | | | | | | | | | | | |
|
Title of Old Notes | | CUSIP Number | | ISIN | | Principal Amount Outstanding (millions) | | Principal Amount Tendered by Early Participation Date (millions) | | Hypothetical Principal Amount to be Accepted Pursuant to the
Exchange Offer (millions) | | Hypothetical Proration Factor(1) | | New Notes(2) | | Hypothetical Principal Amount to be Issued Pursuant to the
Exchange Offer (millions) |
6.750% Mar 2032
| |
36962GXZ2
| |
US36962GXZ26
| |
$5,000
| |
$2,842.823
| |
$2,116.021
| |
74.43%
| |
2035 New Notes
| |
$2,864.310
|
6.150% Aug 2037
| |
36962G3A0
| |
US36962G3A02
| |
$2,000
| |
$1,502.758
| |
$1,118.560
| |
74.43%
| |
2035 New Notes
| |
$1,441.936
|
5.875% Jan 2038
| |
36962G3P7
| |
US36962G3P70
| |
$6,350
| |
$4,773.773
| |
$3,553.301
| |
74.43%
| |
2035 New Notes
| |
$4,451.966
|
6.875% Jan 2039
| |
36962G4B7
| |
US36962G4B75
| |
$4,000
| |
$2,700.224
| |
$2,009.879
| |
74.43%
| |
2035 New Notes
| |
$2,792.567
|
________________
|
(1)
|
|
Proration factor (the percentage of relevant tenders to be
accepted) is rounded to the nearest hundredth.
|
(2)
| |
The 2035 New Notes will mature on November 15, 2035 and will bear
interest at the rate per annum equal to the sum of: (a) the yield
of the 3.000% U.S. Treasury Security due May 15, 2045 (the “2035
New Notes Reference Security”), as calculated by the lead dealer
managers in accordance with standard market practice, that equates
to the bid-side price of the 2035 New Notes Reference Security
appearing at the Price Determination Date on the FIT1 page
displayed on the Bloomberg Pricing Monitor, or any other
recognized quotation source selected by the lead dealer managers
in their sole discretion if such quotation report is not available
or manifestly erroneous, plus (b) 155 basis points, such sum
rounded to the third decimal place when expressed as a percentage.
|
Additional Information
The New Notes have not been and will not be registered under the
Securities Act or the securities laws of any jurisdiction and may not be
offered or sold in the United States absent registration or an
applicable exemption from registration requirements. The 2016 USD New
Notes, the 2020 New Notes, the 2025 New Notes and the 2035 New Notes
will be entitled to certain registration rights.
This communication does not constitute an offer to buy or sell or a
solicitation of an offer to buy or sell either Old Notes or New Notes in
any jurisdiction in which, or to or from any person to or from whom, it
is unlawful to make such offer or solicitation under applicable
securities laws or otherwise.The distribution of this
communication in certain jurisdictions (including, but not limited to,
Australia, Canada, China, the European Economic Area, France, Hong Kong,
Ireland, Italy, Japan, Korea, Kuwait, Luxembourg, Mexico, Switzerland,
the United Kingdom and the United States) and the offering of the New
Notes in certain jurisdictions may be restricted by law.
This communication has not been approved by an authorized person for
the purposes of section 21 of the Financial Services and Markets Act
2000 (as amended).Accordingly, this communication is only for
distribution to and directed at: (i) in the United Kingdom, persons
having professional experience in matters relating to investments
falling within Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (as amended) (the “Order”)); (ii)
high net worth entities falling within Article 49(2)(a) to (d) of the
Order; (iii) persons who are outside the United Kingdom; and (iv) any
other person to whom it can otherwise be lawfully distributed (all such
persons together being referred to as “Relevant Persons”). Any
investment or investment activity to which this communication relates is
available only to and will be engaged in only with Relevant Persons.Persons
who are not Relevant Persons should not take any action based upon this
communication and should not rely on it.
In relation to each Member State of the European Economic Area which
has implemented the Prospectus Directive (each, a “Relevant
Member State”), with effect from and including the date on which
the Prospectus Directive is implemented in that Relevant Member State,
this communication is not being made in that Relevant Member State other
than: (a) to any legal entity which is a qualified investor as defined
in the Prospectus Directive; (b) to fewer than 150 natural or legal
persons (other than qualified investors as defined in the Prospectus
Directive), as permitted under the Prospectus Directive, subject to
obtaining the prior consent of the relevant dealer or dealers nominated
by the Issuer for any such offer; or (c) in any other circumstances
falling within Article 3(2) of the Prospectus Directive; provided that
no such communication referred to in (a) to (c) above shall require the
Issuer or any dealer manager, the information agents or the exchange
agents to publish a prospectus pursuant to Article 3 of the Prospectus
Directive or supplement a prospectus pursuant to Article 16 of the
Prospectus Directive. The expression “Prospectus Directive” means
Directive 2003/71/EC (as amended, including by Directive 2010/73/EU) and
includes any relevant implementing measure in such Relevant Member State.
Forward-Looking Statements
This communication contains “forward-looking statements” —that is,
statements related to future, not past, events. In this context,
forward-looking statements often address our expected future business
and financial performance and financial condition, and often contain
words such as “expect,” “anticipate,” “intend,” “plan,” “believe,”
“seek,” “see,” “will,” “would,” or “target.” Forward-looking statements
by their nature address matters that are, to different degrees,
uncertain, such as statements about the consummation of the
Reorganization and the Exchange Offers; our announced GE Capital Exit
Plan to reduce the size of our financial services businesses, including
expected cash and non-cash charges associated with the GE Capital Exit
Plan; expected income; earnings per share; revenues; organic growth;
margins; cost structure; restructuring charges; cash flows; return on
capital; capital expenditures, capital allocation or capital structure;
dividends; and the split between GE’s industrial business and GECC
earnings. For us, particular uncertainties that could cause our actual
results to be materially different than those expressed in our
forward-looking statements include: obtaining (or the timing of
obtaining) any required regulatory reviews or approvals or any other
consents or approvals associated with our announced GE Capital Exit Plan
to reduce the size of our financial services businesses (including the
Merger); our ability to complete incremental asset sales as part of the
GE Capital Exit Plan in a timely manner (or at all) and at the prices we
have assumed; changes in law, economic and financial conditions,
including interest and exchange rate volatility, commodity and equity
prices and the value of financial assets, including the impact of these
conditions on our ability to sell or the value of incremental assets to
be sold as part of the GE Capital Exit Plan as well as other aspects of
the GE Capital Exit Plan; the impact of conditions in the financial and
credit markets on the availability and cost of GECC’s funding, and
GECC’s exposure to counterparties; the impact of conditions in the
housing market and unemployment rates on the level of commercial and
consumer credit defaults; pending and future mortgage loan repurchase
claims and other litigation claims in connection with WMC Mortgage
Corporation, which may affect our estimates of liability, including
possible loss estimates; our ability to maintain our current credit
rating and the impact on our funding costs and competitive position if
we do not do so; the adequacy of our cash flows and earnings and other
conditions, which may affect our ability to pay our quarterly dividend
at the planned level or to repurchase shares at planned levels; GECC’s
ability to pay dividends to GE at the planned level, which may be
affected by GECC’s cash flows and earnings, financial services
regulation and oversight, and other factors; our ability to convert
pre-order commitments/wins into orders; the price we realize on orders
since commitments/wins are stated at list prices; customer actions or
developments such as early aircraft retirements or reduced energy demand
and other factors that may affect the level of demand and financial
performance of the major industries and customers we serve; the
effectiveness of our risk management framework; the impact of regulation
and regulatory, investigative and legal proceedings and legal compliance
risks, including the impact of financial services regulation and
litigation; adverse market conditions, timing of and ability to obtain
required bank regulatory approvals, or other factors relating to us or
Synchrony Financial that could prevent us from completing the Synchrony
Financial split-off as planned; our capital allocation plans, as such
plans may change including with respect to the timing and size of share
repurchases, acquisitions, joint ventures, dispositions and other
strategic actions; our success in completing, including obtaining
regulatory approvals for, announced transactions, such as the proposed
transactions and alliances with Alstom, Appliances and the GE Capital
Exit Plan, and our ability to realize anticipated earnings and savings;
our success in integrating acquired businesses and operating joint
ventures; the impact of potential information technology or data
security breaches; our actual division of U.S. and international assets,
which may not occur as expected; and the other factors that are
described in “Risk Factors” in each of GE’s and GECC’s Annual Report on
Form 10-K for the year ended December 31, 2014, as such descriptions may
be updated or amended in any future report GE or GECC files with the
U.S. Securities and Exchange Commission. These or other uncertainties
may cause our actual future results to be materially different than
those expressed in our forward-looking statements. We do not undertake
to update our forward-looking statements.
View source version on businesswire.com: http://www.businesswire.com/news/home/20151003005021/en/
Contacts:
GE Capital
Investor Contact:
Matt Cribbins, 203-373-2424
matthewg.cribbins@ge.com
or
Media
Contact:
Seth Martin, 203-572-3567
seth.martin@ge.com
Source: GE Capital
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