- GE will accept for purchase $2,500,000,000 in aggregate
purchase price of its U.S. Dollar-denominated debt securities (as
listed in Table I below)
- GE will accept for purchase $2,500,000,000 (U.S. Dollar
equivalent) in aggregate purchase price of its Euro-denominated
debt securities (as listed in Table II below)
- GE will not accept any further tenders of
Securities
GE (NYSE:GE) today announced the pricing and the accepted tender
amounts for its previously announced offers to purchase for cash
(i) up to $2,500,000,000 (the “Dollar Security Maximum Amount”)
aggregate purchase price of its U.S. Dollar-Denominated Debt
Securities listed in Table I below (the “Dollar Securities” and
such offer to purchase, the “Dollar Tender Offer”), and (ii)up to
$2,500,000,000 (as converted on the basis set forth in the Offer to
Purchase) (the “Euro Security Maximum Amount”) aggregate purchase
price of its Euro-Denominated Debt Securities listed in Table II
below (the “Euro Securities” and such offer to purchase, the “Euro
Tender Offer”). The overall maximum aggregate purchase price to be
paid between the Dollar Tender Offer and the Euro Tender Offer is
$5,000,000,000 (the “Total Maximum Amount”) and will not be
increased. The Dollar Securities and the Euro Securities are
together referred to as the “Securities” and the Dollar Tender
Offer and the Euro Tender Offer are together referred to as the
“Tender Offers” and each, a “Tender Offer.” Table I and Table II
below outline the tender offer yield for each series of Securities
and the principal amount accepted as of the Early Participation
Date for each series of Securities.
As previously announced, the Early Participation Date for each
Tender Offer was 5:00 p.m., New York City time, on September 25,
2019. Each Tender Offer is made upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated September 12,
2019 (as it may be amended or supplemented from time to time, the
“Offer to Purchase”). Withdrawal rights for each Tender Offer
expired at 5:00 p.m., New York City time, on September 25, 2019,
and have not been extended. The Early Payment Date for each Tender
Offer will be promptly following the Early Participation Date and
is expected to be on or about September 30, 2019. Consummation of
each Tender Offer is subject to certain conditions (as described in
the Offer to Purchase).
The Expiration Date of the Tender Offers is 11:59 p.m., New York
City time, on October 9, 2019, unless extended or earlier
terminated by GE. However, because the aggregate purchase price of
Dollar Securities validly tendered in the Dollar Tender Offer prior
to the Early Participation Date exceeds the Dollar Security Maximum
Amount and the aggregate purchase price of Euro Securities validly
tendered in the Euro Tender Offer prior to the Early Participation
Date exceeds the Euro Security Maximum Amount, GE will not accept
any further tenders of Securities.
The consideration to be paid in the Tender Offers for each
series of Securities has been determined in the manner described in
the Offer to Purchase according to the “Reference Yield” which
means (i) with respect to the Dollar Securities, the yield of the
applicable Reference Security listed in Table I below for such
series and (ii) with respect to the Euro Securities, the
Interpolated Rate for such series.
GE plans to accept all Dollar Securities tendered with
Acceptance Priority Level 1, all Euro Securities tendered with
Acceptance Priority Levels 1 through 3, Dollar Securities tendered
with Acceptance Priority Level 2 using a proration factor of
approximately 92.10% in accordance with the Offer to Purchase, Euro
Securities tendered with Acceptance Priority Level 4 using a
proration factor of approximately 16.61% in accordance with the
Offer to Purchase, none of the Dollar Securities tendered with
Acceptance Priority Levels 3 through 4, and none of the Euro
Securities tendered with Acceptance Priority Levels 5 through
6.
Holders who validly tendered and did not validly withdraw such
Securities at or prior to the Early Participation Date that are
accepted for purchase will receive the applicable “Total
Consideration” listed in Table I or Table II below, as applicable,
for their Securities, which includes an early participation amount
of $50.00 per $1,000 principal amount of Dollar Securities or
€50.00 per €1,000 principal amount of Euro Securities accepted for
purchase (the “Early Participation Amount”). In addition, holders
whose Securities are accepted for purchase pursuant to a Tender
Offer will also receive accrued and unpaid interest on the
Securities from, and including, the most recent interest payment
date prior to the applicable Payment Date up to, but not including,
the applicable Payment Date (“Accrued Interest”). See the Offer to
Purchase for additional information. The Early Payment Date is
expected to be September 30, 2019.
Table I: Dollar Securities
Subject To The Dollar Tender Offer
Title of Security
Security Identifier(s)
Applicable Maturity
Date
Principal Amount
Outstanding
Acceptance Priority
Level
Principal Amount Tendered as
of the Early Participation Date
Principal Amount Accepted as
of the Early Participation Date
Reference Security
Reference Yield(1)
Fixed Spread (basis
points)
Tender Offer Yield
Total Consideration(2)
4.500% Notes due 2044
CUSIP:
369604BH5
ISIN: US369604BH58
March 11, 2044
$2,250,000,000
1
$1,249,537,000
$1,249,537,000
2.875% US Treasury due May 15,
2049
2.155%
190
4.055%
$1,068.59
4.125% Notes due 2042
CUSIP:
369604BF9
ISIN: US369604BF92
October 9, 2042
$2,000,000,000
2
$1,243,821,000
$1,144,230,000
2.875% US Treasury due May 15,
2049
2.155%
185
4.005%
$1,017.93
3.375% Notes due 2024
CUSIP:
369604BG7
ISIN: US369604BG75
March 11, 2024
$750,000,000
3
$358,735,000
$0
—
—
—
—
—
2.700% Notes due 2022
CUSIP:
369604BD4
ISIN: US369604BD45
October 9, 2022
$3,000,000,000
4
$1,159,353,000
$0
—
—
—
—
—
Table II: Euro Securities
Subject To The Euro Tender Offer
Title of Security
Security Identifier(s)
Applicable Maturity
Date
Principal Amount
Outstanding
Acceptance Priority
Level
Principal Amount Tendered as
of the Early Participation Date
Principal Amount Accepted as
of the Early Participation Date(3)
Interpolated Rate
Reference Yield(1)
Fixed Spread (basis
points)
Tender Offer Yield
Total Consideration(2)
2.125% Notes due 2037
CUSIP:
369604BU6
ISIN:
XS1612543394
May 17, 2037
€2,000,000,000
1
€992,486,000
€992,486,000
May 2037 Interpolated Rate
0.121%
175
1.871%
€1,037.80
1.875% Notes due 2027
CUSIP:
369604BL6
ISIN: XS1238902057
May 28, 2027
€1,250,000,000
2
€374,063,000
€374,063,000
May 2027 Interpolated Rate
-0.284%
135
1.066%
€1,059.17
1.500% Notes
due 2029
CUSIP:
369604BT9
ISIN:
XS1612543121
May 17, 2029
€2,250,000,000
3
€784,057,000
€784,057,000
May 2029 Interpolated Rate
-0.179%
155
1.371%
€1,011.54
1.250% Notes due 2023
CUSIP:
369604BK8
ISIN:
XS1238901166
May 26, 2023
€1,250,000,000
4
€407,748,000
€59,407,000
May 2023 Interpolated Rate
-0.436%
90
0.464%
€1,028.40
0.875% Notes due 2025
CUSIP:
369604BS1
ISIN:
XS1612542826
May 17, 2025
€2,000,000,000
5
€806,099,000
€0
—
—
—
—
—
0.375% Notes due 2022
CUSIP:
369604BR3
ISIN:
XS1612542669
May 17, 2022
€1,750,000,000
6
€679,163,000
€0
—
—
—
—
—
- The Bloomberg screen page used for determining the Reference
Yield for the Dollar Tender Offer is “FIT1” and that for the Euro
Tender Offer is “ICAE1.”
- The applicable Total Consideration payable for each series of
Securities will be at a price per $1,000 or €1,000 principal amount
of such series of Securities validly tendered on or prior to the
applicable Early Participation Date and accepted for purchase by
us, which is calculated using the applicable Fixed Spread, and
includes the applicable Early Participation Amount. In addition,
holders whose Securities are accepted for purchase will also
receive any Accrued Interest on such Securities.
- The exchange rate used to convert Euro to U.S. dollar was
$1.0963 per Euro, the applicable exchange rate as of 10:00 a.m.,
New York City time, on September 26, 2019 as reported on the
Bloomberg screen page “FXIP” under the heading “FX Rate vs.
USD.”
Copies of the Offer to Purchase are available from the
Information and Tender Agent as set out below. Capitalized terms
used in this announcement but not defined have the meanings given
to them in the Offer to Purchase. All documentation relating to the
Offer to Purchase, together with any updates will be available via
the Offer Website: https://sites.dfkingltd.com/ge.
GE reserves the right, in its sole discretion, not to accept any
Tender Instructions, not to purchase any Securities or to extend,
re-open, withdraw or terminate one or both of the Tender Offers and
to amend or waive any of the terms and conditions of one or both of
the Tender Offers in any manner, subject to applicable laws and
regulations.
Unless stated otherwise, announcements in connection with the
Tender Offers will be made available on GE’s website at
www.genewsroom.com. Such announcements may also be made by (i) the
issue of a press release and (ii) the delivery of notices to the
Clearing Systems for communication to Direct Participants. Copies
of all such announcements, press releases and notices can also be
obtained from the Information and Tender Agent, the contact details
for whom are set out below. Significant delays may be experienced
where notices are delivered to the Clearing Systems and Holders are
urged to contact the Information and Tender Agent for the relevant
announcements relating to the Tender Offers. In addition all
documentation relating to the Offer to Purchase, together with any
updates, will be available via the Offer Website:
https://sites.dfkingltd.com/ge.
Holders are advised to read carefully the Offer to Purchase
for full details of and information on the procedures for
participating in a Tender Offer.
J.P. Morgan Securities LLC, J.P. Morgan Securities plc, BofA
Merrill Lynch, Merrill Lynch International and Goldman Sachs &
Co. LLC (collectively, the “Dealer Managers”) are acting as dealer
managers in connection with the Tender Offers. D.F. King is acting
as information and tender agent (the “Information and Tender
Agent”) in connection with the Tender Offers.
Questions and requests for assistance or for additional copies
of this Offer to Purchase may be directed to any of the Dealer
Managers or to the Information and Tender Agent.
J.P. Morgan Securities
LLC
Liability Management Group
383 Madison Avenue, 6th Floor
New York, NY 10179
United States of America
Toll Free: +1 (866) 834-4666
Collect: +1 (212) 834-3424
J.P. Morgan Securities
plc
Liability Management Group
25 Bank Street
Canary Wharf
London E14 5JP
United Kingdom
Collect: +44 (0) 207 779 2468
BofA Merrill Lynch
Liability Management Group
214 North Tryon Street, 14th
Floor
Charlotte, North Carolina
28255
Collect: (646) 855-0173
Toll-Free: (888) 292-0070
Merrill Lynch
International
2 King Edward Street
London EC1A 1HQ
United Kingdom
Tel.: +44 20 7996 5420
Attention: Liability Management
Group
Email: DG.LM_EMEA@baml.com
Goldman Sachs & Co.
LLC
Liability Management Group
200 West Street
New York, New York 10282
In the U.S.
Collect: (212) 902-6351
Toll-Free: (800) 828-3182
In Europe
Tel.: +44 20 7552 6157
Questions and requests for assistance in connection with the
delivery of Tender Instructions may be directed to the Information
and Tender Agent.
Information and Tender Agent
D.F. King
Email: ge@dfkingltd.com
Offer Website:
https://sites.dfkingltd.com/ge
In London
65 Gresham Street
London EC2V 7NQ
United Kingdom
Tel: +44 20 7920 9700
In New York
48 Wall Street, 22nd Floor
New York, New York 10005
United States of America
Attention: Andrew Beck Banks and
Brokers call: +1 (212) 269-5550
All others call (toll free): +1
(800) 820-2415
DISCLAIMER This announcement must be read in conjunction
with the Offer to Purchase. This announcement and the Offer to
Purchase contain important information which should be read
carefully before any decision is made with respect to the Tender
Offers. If you are in any doubt as to the contents of this
announcement or the Offer to Purchase or the action you should
take, you are recommended to seek your own financial and legal
advice, including as to any tax consequences, immediately from your
broker, bank manager, solicitor, accountant or other independent
financial or legal adviser. Any individual or company whose
Securities are held on its behalf by a broker, dealer, bank,
custodian, trust company or other nominee or intermediary must
contact such entity if it wishes to participate in a Tender Offer.
None of the Dealer Managers, the Information and Tender Agent or GE
makes any recommendation as to whether Holders should tender their
Securities for purchase pursuant to the Tender Offers.
None of the Dealer Managers, the Information and Tender Agent or
any of their respective directors, officers, employees, agents or
affiliates assumes any responsibility for the accuracy or
completeness of the information concerning GE, the Securities or
the Tender Offers contained in this announcement or in the Offer to
Purchase. None of the Dealer Managers, the Information and Tender
Agent or any of their respective directors, officers, employees,
agents or affiliates is acting for any Holder, or will be
responsible to any Holder for providing any protections which would
be afforded to its clients or for providing advice in relation to
the Tender Offers, and accordingly none of the Dealer Managers, the
Information and Tender Agent and any of their respective directors,
officers, employees, agents or affiliates assumes any
responsibility for any failure by GE to disclose information with
regard to GE or Securities which is material in the context of the
Tender Offers and which is not otherwise publicly available.
General
Neither this announcement, the Offer to Purchase nor the
electronic transmission thereof constitutes an offer to buy or the
solicitation of an offer to sell Securities (and tenders of
Securities for purchase pursuant to a Tender Offer will not be
accepted from Holders) in any circumstances in which such offer or
solicitation is unlawful. GE is not aware of any jurisdiction where
the making of the Tender Offers is not in compliance with the laws
of such jurisdiction. If GE becomes aware of any jurisdiction where
the making of a Tender Offer would not be in compliance with such
laws, GE will make a good faith effort to comply with any such laws
or may seek to have such laws declared inapplicable to such Tender
Offer. If, after such good faith effort, GE cannot comply with any
such applicable laws, such Tender Offer will not be made to the
holders of Securities residing in each such jurisdiction.
In any jurisdictions where the securities, blue sky or other
laws require the Tender Offers to be made by a licensed broker or
dealer and a Dealer Manager or, where the context so requires, any
affiliate is such a licensed broker or dealer in any such
jurisdiction, the Tender Offers shall be deemed to be made on
behalf of GE by such Dealer Manager or such affiliate (as the case
may be) in such jurisdiction.
Each Holder participating in a Tender Offer will be deemed to
give certain representations in respect of the jurisdictions
referred to above and generally as set out in the Offer to Purchase
under the heading “The Tender Offers—Procedures for Tendering
Securities.” If you are unable to make these representations, your
tender of Securities for purchase may be rejected. Each of GE, the
Dealer Managers and the Information and Tender Agent reserves the
right, in their absolute discretion, to investigate, in relation to
any tender of Securities for purchase pursuant to a Tender Offer,
whether any such representation given by a Holder is correct and,
if such investigation is undertaken and as a result GE determines
(for any reason) that such representation is not correct, such
tender or submission may be rejected.
Forward-Looking Statements
This press release contains a number of forward-looking
statements. Words, and variations of words, such as “expect,”
“anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,”
“would,” “estimate,” “forecast,” “target,” “preliminary,” or
“range,” and similar expressions are intended to identify these
forward-looking statements, including but not limited to statements
about: the expected timing, size or other terms of each Tender
Offer; our ability to complete each Tender Offer; our expected
financial performance, including cash flows, revenues, organic
growth, margins, earnings and earnings per share; macroeconomic and
market conditions; planned and potential business or asset
dispositions; our de-leveraging plans, including leverage ratios
and targets, the timing and nature of specific actions to reduce
indebtedness and our credit ratings and outlooks; GE Capital Global
Holdings, LLC (“GE Capital”) and our funding and liquidity; our
businesses’ cost structures and plans to reduce costs;
restructuring, goodwill impairment or other financial charges; or
tax rates.
For us, particular uncertainties that could cause our actual
results to be materially different than those expressed in our
forward-looking statements include, but are not limited to: our
success in executing and completing, including obtaining regulatory
approvals and satisfying other closing conditions for, announced GE
industrial and GE Capital business or asset dispositions or other
transactions, including the planned sale of our BioPharma business
within our Healthcare segment and plans to exit our equity
ownership position in Baker Hughes, a GE company (“BHGE”), the
timing of closing for those transactions and the expected proceeds
and benefits to us; our de-leveraging and capital allocation plans,
including with respect to actions to reduce our indebtedness, the
timing and amount of GE dividends, organic investments, and other
priorities; further downgrades of our current short and long-term
credit ratings or ratings outlooks, or changes in rating
application or methodology, and the related impact on our
liquidity, funding profile, costs and competitive position; our
liquidity and the amount and timing of our GE industrial cash flows
and earnings, which may be impacted by customer, competitive,
contractual and other dynamics and conditions; GE Capital’s capital
and liquidity needs, including in connection with GE Capital’s
run-off insurance operations, the amount and timing of required
capital contributions and related strategic actions that we may
pursue; the impact of conditions in the financial and credit
markets on GE Capital’s ability to sell financial assets; the
availability and cost of funding; and GE Capital’s exposure to
particular counterparties and markets; the results of our annual
GAAP premium deficiency testing for GE Capital’s run-off insurance
operations, which we expect to be completed in the third quarter of
2019; changes in macroeconomic conditions, particularly interest
rates, as well as the value of stocks and other financial assets
(including our equity ownership position in BHGE), oil and other
commodity prices and exchange rates; market developments or
customer actions that may affect levels of demand and the financial
performance of the major industries and customers we serve, such as
secular and cyclical pressures in our Power business, pricing and
other pressures in the renewable energy market, conditions in China
and other key markets, early aircraft retirements, and other shifts
in the competitive landscape for our products and services;
operational execution by our businesses, including our ability to
improve the operations and execution of our Power business,
execution by our Renewable Energy business, and the continued
strength of our Aviation business; changes in law, regulation or
policy that may affect our businesses, such as trade policy and
tariffs, regulation related to climate change and the effects of
U.S. tax reform and other tax law changes; our decisions about
investments in new products, services and platforms, and our
ability to launch new products in a cost-effective manner; our
ability to increase margins through implementation of operational
changes, restructuring and other cost reduction measures; the
impact of regulation and regulatory, investigative and legal
proceedings and legal compliance risks, including the impact of
Alstom, SEC and other investigative and legal proceedings; the
impact of actual or potential failures or our products or our
customers’ products, such as the fleet grounding of the Boeing 737
MAX, and related reputational effects; the impact of potential
information technology, cybersecurity or data security breaches;
the other factors that are described in “Forward-Looking
Statements” in BHGE’s most recent earnings release or SEC filings;
and the other factors that are described in “Risk Factors” in our
Annual Report on Form 10-K for the year ended December 31, 2018, as
such descriptions may be updated or amended in our Quarterly
Reports on Form 10-Q. There may be other factors not presently
known to us or which we currently consider to be immaterial that
could cause our actual results to differ materially from those
projected in any forward-looking statements we make. We disclaim
and do not undertake any obligation to update or revise any
forward-looking statement in this press release except as required
by applicable law or regulation.
About GE
GE (NYSE:GE) drives the world forward by tackling its biggest
challenges. By combining world-class engineering with software and
analytics, GE helps the world work more efficiently, reliably, and
safely. For more than 125 years, GE has invented the future of
industry, and today it leads new paradigms in additive
manufacturing, materials science, and data analytics. GE people are
global, diverse and dedicated, operating with the highest integrity
and passion to fulfill GE’s mission and deliver for our customers.
www.ge.com.
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GE Investor Contact: Steve Winoker swinoker@ge.com
617.443.3400
GE Media Contact: Mary Kate Mullaney
marykate.nevin@ge.com 202.304.6514
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