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
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Date of Report (Date of earliest event reported) February 2, 2016
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General Electric Company
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(Exact name of registrant as specified in its charter)
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New York
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001-00035
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14-0689340
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3135 Easton Turnpike, Fairfield, Connecticut
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06828-0001
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code (203) 373-2211
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(Former name or former address, if changed since last report)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Attached as Exhibit 99 and incorporated by reference herein is a press release dated February 2, 2016 issued by General Electric Company (“GE”) announcing the expiration of its previously announced cash tender offer to purchase any and all of certain hybrid securities (the “Tender Offer”) as of 5:00 p.m., New York City time, on February 2, 2016, and the final results of the Tender Offer.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99 Press release, dated February 2, 2016 issued by GE.
This document 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; our announced plan to reduce the size of our financial services businesses, including expected cash and non-cash charges associated with this plan and earnings per share of GE Capital’s retained businesses; 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 GE Capital earnings.
For us, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include:
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obtaining (or the timing of obtaining) any required regulatory reviews or approvals or any other consents or approvals associated with our announced plan to reduce the size of our financial services businesses;
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our ability to complete incremental asset sales as part of that plan in a timely manner (or at all) and at the prices we have assumed;
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our ability to reduce costs as we execute that plan;
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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 our announced plan to reduce the size of our financial services businesses as well as other aspects of that plan;
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the impact of conditions in the financial and credit markets on the availability and cost of GE Capital’s funding, and GE Capital’s exposure to counterparties;
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the impact of conditions in the housing market and unemployment rates on the level of commercial and consumer credit defaults;
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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;
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our ability to maintain our current credit rating and the impact on our funding costs and competitive position if we do not do so;
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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;
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GE Capital’s ability to pay dividends to GE at the planned level, which may be affected by GE Capital’s cash flows and earnings, financial services regulation and oversight, and other factors;
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our ability to convert pre-order commitments/wins into orders/bookings;
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the price we realize on orders/bookings since commitments/wins are stated at list prices;
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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;
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the effectiveness of our risk management framework;
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the impact of regulation and regulatory, investigative and legal proceedings and legal compliance risks, including the impact of financial services regulation and litigation;
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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;
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our success in completing, including obtaining regulatory approvals for, announced transactions, such as the Appliances disposition and our announced plan and transactions to reduce the size of our financial services businesses
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our success in integrating acquired businesses and operating joint ventures;
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our ability to realize anticipated earnings and savings from announced transactions, acquired businesses and joint ventures;
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the impact of potential information technology or data security breaches; and
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the other factors that are described in “Risk Factors” in our 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 we file with the SEC.
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General Electric Capital Corporation (“GECC”) has been merged into GE and our financial services business is now operated by GE Capital Global Holdings, LLC (“GECGH”). We refer to GECC and GECGH as “GE Capital.”
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. This document includes certain forward-looking projected financial information that is based on current estimates and forecasts. Actual results could differ materially.
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.
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General Electric Company
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(Registrant)
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Date: February 3, 2016
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/s/ Daniel C. Janki
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Daniel C. Janki
Senior Vice President and Treasurer
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General Electric Company Announces Expiration of Any and All Cash Tender Offer for Certain Hybrid Securities and Final Results of 84% Total Participation
FAIRFIELD, Connecticut – February 2, 2016 – 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%.
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Aggregate Principal / Liquidation
Amount
Outstanding(4)
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Aggregate
Principal
Amount
Tendered(5)
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Percentage of Outstanding
Amount
Tendered(5)
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General Electric
Company
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5.500% Fixed to Floating
Rate EUR Subordinated
Debentures due 2067
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September 15,
2017
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—
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XS0319639232 / XS0319639745
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€879,560,000
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€678,266,000
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77.11%
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GE Capital Trust II
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5.500% Fixed to Floating
Rate EUR Trust
Securities due 2067
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September 15,
2017
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—
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XS0491211644 / XS0492535835
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€620,440,000
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€539,102,000
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86.89%
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General Electric
Company
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6.500% Fixed to Floating
Rate GBP Subordinated
Debentures due 2067
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September 15,
2017
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—
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XS0319640834 / XS0319641725
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£512,525,000
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£474,786,000
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92.64%
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GE Capital Trust III
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6.500% Fixed to Floating
Rate GBP Trust
Securities due 2067
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September 15,
2017
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—
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XS0491211990 / XS0492544746
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£87,475,000
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£82,222,000
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93.99%
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General Electric Company
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6.375% Fixed to Floating
Rate USD Subordinated
Debentures due 2067
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November 15,
2017
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36962G3M4
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US36962G3M40
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$1,686,928,000
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$1,404,743,000
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83.27%
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GE Capital Trust I
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6.375% Fixed to Floating
Rate USD Trust
Securities due 2067
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November 15,
2017
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36830GAA2
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US36830GAA22
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$813,072,000
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$666,845,000
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82.02%
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_________________
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(1)
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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.
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(2)
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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.
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(3)
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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.
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(4)
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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.
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(5)
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Excludes Securities tendered through the guaranteed delivery procedures.
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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.
Matt Cribbins, 203.373.2424
Seth Martin, 203.572.3567
seth.martin@ge.com
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