NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, ITS
TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN
ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA
ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF
COLUMBIA (the “United States”) OR IN OR INTO ANY OTHER JURISDICTION
WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
GE Capital Australia Funding Pty. Ltd. (ACN 085 675 467)
(“GECAF”), GE Capital Canada Funding Company (“GECCF”) and GE
Capital UK Funding Unlimited Company (“GECUKF” and, together with
GECAF and GECCF, the “Offerors”) today announced that they had
commenced cash tender offers to purchase any and all of the
securities set forth in the table below (each an “Offer” and
collectively the “Tender Offer”).
AUDFixedRateSecurities
Securities ISIN
Aggregate Principal
AmountOutstanding
FixedSpread
Reference Benchmark
BloombergReferencePage
GE CapitalAustraliaFundingPty. Ltd.
4.000%Notes dueMay 2018
XS0934529768 AUD200,000,000 50 bps
The relevant interpolated mid-swap rate
calculated inaccordance with the Australiandollar market
convention
IAUS10
4.125%Notes dueJuly 2018
XS1023248203 AUD150,000,000 55 bps IAUS10
5.000%Notes dueSeptember2019
XS0972856917 AUD150,000,000 55 bps IAUS10
CADFixedRateSecurities
Securities ISIN CUSIP
Aggregate PrincipalAmount
Outstanding
FixedSpread
Reference Benchmark
BloombergReferencePage
GE CapitalCanadaFundingCompany
5.530%Notes dueAugust2017
CA36158ZBH88 36158ZBH8 CAD1,350,000,000 45 bps
1 ½ per cent. Government ofCanada Bond due
September2017 (ISIN: CA135087A461)
RBCB
4.400%Notes dueFebruary2018
CA36158ZBR60 36158ZBR6 CAD400,000,000 55 bps
1 ¼ per cent. Government ofCanada Bond due
March 2018(ISIN: CA135087A875)
RBCB
2.420%Notes dueMay 2018
CA36158ZCA27 36158ZCA2 CAD1,000,000,000 35 bps
4 ¼ per cent. Government ofCanada Bond due
June 2018(ISIN: CA135087YL25)
RBCB
3.550%Notes dueJune2019
CA36158ZBX39 36158ZBX3 CAD350,000,000 55 bps
3 ¾ per cent. Government ofCanada Bond due
June 2019(ISIN: CA135087YR94)
RBCB
5.680%Notes dueSeptember2019
CA36158ZBN56 36158ZBN5 CAD700,000,000 55 bps
1 ¾ per cent.Government ofCanada Bond due
September2019 (ISIN: CA135087C855)
RBCB
5.730%Notes dueOctober2037
CA36158ZBK18 36158ZBK1 CAD1,350,000,000 110 bps
3 ½ per cent. Government ofCanada Bond due
December2045 (ISIN: CA135087ZS68)
RBCB
GBPFixedRateSecurities
Securities ISIN
Aggregate Principal
AmountOutstanding
FixedSpread
Reference Benchmark
BloombergReferencePage
GE
CapitalUKFundingUnlimitedCompany(1)
4.125%Notes dueSeptember2017
XS0544837676 GBP600,000,000 70 bps
1 per cent. UK Treasury Stockdue September
2017(ISIN: GB00B7F9S958)
DMO2
2.375%Notes dueDecember2018
XS1078758833 GBP300,000,000 70 bps
1 ¼ per cent. UK Treasury Stockdue July
2018 (ISIN:GB00B8KP6M44)
DMO2
5.625%Notes dueApril 2019
XS0297507773 GBP300,000,000 50 bps
4 ½ per cent. UK Treasury Stockdue March
2019 (ISIN:GB00B39R3F84)
DMO2
4.375%Notes dueJuly 2019
XS0740772420 GBP625,000,000 85 bps
1 ¾ per cent. UK Treasury Stockdue July
2019 (ISIN:GB00BDV0F150)
DMO2
5.125%Notes dueMay 2023
XS0254673964 GBP425,000,000 55 bps
2 ¼ per cent. UK Treasury Stockdue
September 2023 (ISIN:GB00B7Z53659)
DMO2
6.250%Notes dueMay 2038
XS0361336356 GBP650,000,000 70 bps
4 ¾ per cent. UK Treasury Stockdue
December 2038(ISIN: GB00B00NY175)
DMO2
GBPFloatingRateSecurities
Securities ISIN
Aggregate Principal
AmountOutstanding
FixedPrice
GE
CapitalUKFundingUnlimitedCompany(1)
FloatingRate Notesdue March2017
XS0286359582 GBP160,000,000 100.000%
FloatingRate Notesdue January2018
XS1167300497 GBP325,000,000 100.000%
(1) On 13 April 2016 GE Capital UK Funding changed its name to
GE Capital UK Funding Unlimited Company.
Overview of the Tender Offer
The Tender Offer is made pursuant to the terms and subject to
the conditions set forth in the Tender Offer Memorandum dated today
(as it may be amended or supplemented from time to time, the
“Tender Offer Memorandum”).
In respect of floating rate Securities, the fixed price offered
for each GBP1,000 principal amount of Securities purchased pursuant
to the Tender Offer is set forth in the table above (the “Floating
Rate Consideration”). In respect of fixed rate Securities, the
fixed spread over the relevant Reference Benchmark offered for
Securities purchased pursuant to the Tender Offer is set forth in
the table above (the “Fixed Rate Consideration” and, together with
the Floating Rate Consideration, the “Consideration”). The Fixed
Rate Consideration will be determined by reference to the Reference
Benchmarks at Pricing. For the AUD Fixed Rate Securities, Pricing
will occur at or around 11.00 am London time on 5 May 2016. For the
GBP Fixed Rate Securities, Pricing will occur at or around 1.00 pm
London time on 5 May 2016. For the CAD Fixed Rate Securities,
Pricing will occur at or around 10.00 am Toronto time on 5 May
2016.
Holders whose Securities are purchased pursuant to the Tender
Offer will also be paid an amount equal to the accrued and unpaid
interest thereon from the applicable last interest payment date up
to, but not including, the date (the “Settlement Date”) on which
payment is made for Securities that have been validly tendered (and
not validly revoked) (the “Accrued Interest”). Interest will cease
to accrue on the Settlement Date for all Securities accepted in any
Offer.
The Tender Offer will expire at (i) 4.00 p.m. London time on
4 May 2016 in the case of the AUD Securities and the GBP Securities
and (ii) 5.00 p.m. Toronto time on 4 May 2016 in the case of the
CAD Securities, unless extended by the Offerors (such time and
date, as the same may be extended, the “Expiration Time”). Holders
of Securities must validly tender and not validly revoke their
Securities prior to the Expiration Time to be eligible to receive
the Consideration. Tendered Securities are irrevocable except in
the limited circumstances described in the Tender Offer
Memorandum.
The Offerors expect that the Settlement Date for each Offer will
be on or about 12 May 2016. Interest will cease to accrue on the
Settlement Date for all Securities accepted in any Offer.
If you hold Securities through a broker, dealer, custodian bank,
depositary, trust company or other nominee, you should keep in mind
that this entity may require you to take action with respect to an
Offer a number of days before the Expiration Time in order for such
entity to tender Securities on your behalf prior to the Expiration
Time.
Each Offeror’s obligation to pay the Consideration plus Accrued
Interest is conditioned, among other things, on the satisfaction or
waiver of certain conditions set forth in the Tender Offer
Memorandum. No Offer is conditioned on any minimum amount of
Securities being tendered or on the consummation of any other
Offer, and each Offer may be amended, extended or terminated
separately.
The purpose of the Tender Offer is to retire a portion of
certain of the Offerors’ outstanding debt securities and reduce
cash interest expense as part of General Electric Company’s (“GE”)
plan, announced on 10 April 2015, to reduce the size of its
financial services businesses through the sale of most of General
Electric Capital Corporation’s assets and to focus on continued
investment and growth in GE’s industrial businesses. Any Securities
that are purchased in the Tender Offer will be retired and
cancelled.
The Offerors have retained Deutsche Bank AG, London Branch
(“Deutsche Bank”) to act as global coordinator for the Tender
Offer, and Deutsche Bank, Barclays Bank PLC (“Barclays”), Royal
Bank of Canada, Sydney Branch, RBC Dominion Securities Inc. and RBC
Europe Limited (collectively, “RBC”) to act as Dealer Managers
(collectively, the “Dealer Managers”) for the Tender Offer.
Deutsche Bank may be contacted at +44 (0) 207 545 8011; Barclays
may be contacted at +44 (0) 203 134 8515; and RBC may be contacted
at +1 416 842 6311. None of Deutsche Bank or Barclays or their
respective affiliates will directly solicit or advertise in Canada
with respect to the Offers for Securities of GECCF or otherwise
with any Canadian holder of Securities of GECCF and any
solicitation or advertisement with respect to the Offers in Canada
for Securities of GECCF or otherwise with Canadian holders of
Securities of GECCF will be conducted by RBC.
The Offerors have also retained Lucid Issuer Services Limited to
serve as global tender agent and information agent (the “Global
Tender Agent” and “Information Agent” respectively) for the Tender
Offer and TMX Equity Transfer and Trust Company to serve as the
Canadian tender agent (the “Canadian Tender Agent” and, together
with the Global Tender Agent, the “Tender Agents”).
Any requests for additional electronic copies of the Tender
Offer Memorandum and any questions concerning tender procedures
relating to any AUD Securities or GBP Securities should be directed
to the Global Tender Agent at Lucid Issuer Services Ltd., Tankerton
Works, 12 Argyle Walk, London WC1H 8HA, United Kingdom (telephone:
+44 (0) 207 704 0880; Email: ge@lucid-is.com). Any questions
concerning tender procedures for CAD Securities should be directed
to the Canadian Tender Agent at its address or telephone number
listed on the back cover of the Tender Offer Memorandum. You may
also contact your broker, dealer, custodian bank, depositary, trust
company or other nominee for assistance concerning the Tender
Offer. Any questions concerning the terms and conditions of the
Tender Offer should be directed to the Dealer Managers at the
telephone numbers listed on the back cover of the Tender Offer
Memorandum.
Copies of the Tender Offer Memorandum are available from the
Global Tender Agent at its address set out above.
None of the Offerors, the Dealer Managers, the Tender Agents
or the Information Agent is making any recommendation as to whether
Holders should tender Securities in response to the Tender
Offer.
This communication does not constitute an offer to purchase
or a solicitation of tenders of Securities from any person located
in the United States or 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 Tender Offer
Memorandum in certain jurisdictions may be restricted by law.
Persons into whose possession this communication and/or the Tender
Offer Memorandum comes are required by each of the Offerors, the
Dealer Managers and the Tender Agents to inform themselves about,
and to observe, any such restrictions.
This distribution of this communication, the Tender Offer
Memorandum and any other documents or materials relating to the
Tender Offer is not being made and such documents and/or materials
have not been approved by an authorized person for the purposes of
section 21 of the Financial Services and Markets Act 2000.
Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in
the United Kingdom. The communication of such documents
and/or materials as a financial promotion is only being made to and
directed at, and may only be acted upon by, those persons in the
United Kingdom falling within the definition of investment
professionals (as defined in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the “Financial Promotion Order”)) or persons who are
within Article 43 of the Financial Promotion Order or any other
persons to whom it may otherwise lawfully be made under the
Financial Promotion Order.
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.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160425005640/en/
GE CapitalInvestors:Matt Cribbins, +1
203-373-2424matthewg.cribbins@ge.comorMedia:Susan Bishop, +1
203-750-5362Susan.bishop@ge.com
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