General Electric Company (“GE” or the “Offeror”) today announced
that its previously announced cash tender offers for any and all of
the securities listed in the table below (collectively, the “Tender
Offer”), pursuant to its offer to purchase dated January 26, 2016
(the “Offer to Purchase”), expired at 5:00 p.m., New York City
time, on February 2, 2016 (the “Expiration Time”). At the
Expiration Time, valid tenders had been received in the amounts set
forth in the table below for total participation of approximately
84%.
Issuer(1)
Security(2)
Par Call Date(3)
CUSIPNumber
ISIN
Aggregate Principal/
LiquidationAmountOutstanding(4)
AggregatePrincipalAmountTendered(5)
Percentage
ofOutstandingAmountTendered(5)
General ElectricCompany
5.500% Fixed to FloatingRate EUR
SubordinatedDebentures due 2067
September 15,2017
—
XS0319639232 /XS0319639745
€879,560,000 €678,266,000 77.11% GE Capital Trust II
5.500% Fixed to FloatingRate EUR
TrustSecurities due 2067
September 15,2017
—
XS0491211644 /XS0492535835
€620,440,000 €539,102,000 86.89%
General ElectricCompany
6.500% Fixed to FloatingRate GBP
SubordinatedDebentures due 2067
September 15,2017
—
XS0319640834 /XS0319641725
£512,525,000 £474,786,000 92.64% GE Capital Trust III
6.500% Fixed to FloatingRate GBP
TrustSecurities due 2067
September 15,2017
—
XS0491211990 /XS0492544746
£87,475,000 £82,222,000 93.99%
General ElectricCompany
6.375% Fixed to FloatingRate USD
SubordinatedDebentures due 2067
November 15,2017
36962G3M4 US36962G3M40 $1,686,928,000 $1,404,743,000 83.27% GE
Capital Trust I
6.375% Fixed to FloatingRate USD
TrustSecurities due 2067
November 15, 2017 36830GAA2 US36830GAA22 $813,072,000 $666,845,000
82.02%
_____________________
(1) On December 3, 2015, GE completed the previously
announced realignment and reorganization (the “Reorganization”) of
the businesses of General Electric Capital Corporation (“GECC”).
The Reorganization was effected as part of GE’s plan announced on
April 10, 2015 to reduce the size of its financial services
businesses through the sale of most of GECC’s assets and to focus
on continued investment and growth in GE’s industrial businesses.
As part of the Reorganization, effective December 2, 2015, GECC
merged with and into GE (the “Merger”) to assure compliance with
debt covenants as GECC exits the assets planned for disposition.
Upon the Merger, the obligations of GECC under its outstanding
obligations, including as issuer of each series of subordinated
debentures (the “Subordinated Debentures”) and as sponsor of each
of the capital trusts (the “GE Capital Trusts”) set forth in the
table above, were assumed by GE. (2) Each series of
Subordinated Debentures has a corresponding series of trust
securities (the “Trust Securities” and together with the
Subordinated Debentures, the “Securities”) issued by a GE Capital
Trust in which a portion of such Subordinated Debentures and no
other assets are held. (3) Each series of Securities is
subject to redemption on and after the date specified in the table
above at a redemption price equal to 100% of the principal or
liquidation amount, as applicable, plus accrued interest thereon.
(4) The aggregate principal amount listed for each series of
Subordinated Debentures in the table above excludes the portion
held in a GE Capital Trust, which are allocated for purposes of
this table to the aggregate liquidation amount of the applicable
series of Trust Securities. (5) Excludes Securities tendered
through the guaranteed delivery procedures.
The Offeror expects to accept for payment all Securities validly
tendered and not validly withdrawn in the Tender Offer and expects
to make payment for the Securities, other than Securities delivered
in accordance with the guaranteed delivery procedures, on February
3, 2016. The Offeror expects to make payment for the Securities
delivered pursuant to the guaranteed delivery procedures on
February 5, 2016.
Any Securities that are purchased by the Offeror in the Tender
Offer will be retired and canceled.
J.P. Morgan Securities LLC, J.P. Morgan Securities plc, Merrill
Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch
International acted as the Dealer Managers for the Tender Offer.
D.F. King & Co., Inc. and Lucid Issuer Services Limited served
as the Tender Agents and Information Agents for the Tender
Offer.
This communication does not constitute an offer to purchase
or a solicitation of an offer to sell Securities 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 or blue sky laws or otherwise. This communication
does not constitute an offer to sell any securities or the
solicitation of an offer to buy any securities (other than the
Securities set forth in the table above).
The distribution of this communication and the Offer to
Purchase in certain jurisdictions may be restricted by law.
Persons into whose possession this communication and/or the
Offer to Purchase comes are required by each of the Offeror, the
Dealer Managers and the Tender Agents to inform themselves about,
and to observe, any such restrictions.
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
Tender Offer. Uncertainties that could cause our actual results to
be materially different than those expressed in our forward-looking
statements include the failure to consummate any of these
transactions or to make or take any filing or other action required
to consummate any such transaction on a timely matter or at all.
These or other uncertainties may cause our actual future results to
be materially different from those expressed in our forward-looking
statements.
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version on businesswire.com: http://www.businesswire.com/news/home/20160202006739/en/
General Electric CompanyInvestors:Matt Cribbins,
203-373-2424matthewg.cribbins@ge.comorMedia:Seth Martin,
203-572-3567seth.martin@ge.com
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