TIDMGEC
RNS Number : 4093K
General Electric Company
21 April 2020
PRESS RELEASE
GE Announces Expiration and Results of its Debt Tender
Offers
BOSTON - April 21, 2020 - GE (NYSE:GE) today announced the
expiration and results of its previously announced offers to
purchase for cash: (1) any and all of the U.S. Dollar Denominated,
Euro Denominated and GBP Denominated Notes listed on Table I below
(the "GECC Notes"), originally issued by, as applicable, General
Electric Capital Corporation ("GECC") (and assumed by GE), GE
Capital International Funding Company Unlimited Company (formerly
GE Capital International Funding Company), GE Capital European
Funding Unlimited Company (formerly GE Capital European Funding) or
GE Capital UK Funding Unlimited Company (formerly GE Capital UK
Funding) (collectively, the " Subsidiary Issuers "), and (2) any
and all of the U.S. Dollar Denominated and Euro Denominated Notes
listed on Table II below (the "GE Notes"), originally issued by GE.
The GECC Notes and the GE Notes are referred to collectively herein
as the "Notes" and such offers to purchase with respect to each
Offer, the "Offers" and each, an "Offer." Each Offer was made upon
the terms and subject to the conditions set forth in the offer to
purchase, dated April 13, 2020 (as may be amended or supplemented
from time to time, the "Offer to Purchase"), and its accompanying
notice of guaranteed delivery (the "Notice of Guaranteed Delivery"
and, together with the Offer to Purchase, the "Tender Offer
Documents"). Capitalized terms used but not defined in this
announcement have the meanings given to them in the Offer to
Purchase.
Table I: GECC Notes Subject to the Offers
----------------------------------------------------------------------------------------------------------------------
Principal
Amount
Previously Principal Percent of Total
Title of Security Applicable Outstanding ( Amount Outstanding Consideration
Security Identifier(s) Maturity Date millions) Tendered (3) Tendered (3) (1)
---------------- --------------- ---------------- -------------- --------------- --------------- ---------------
CUSIP : -
2.250% Notes ISIN :
due 2020* XS0954025267 July 20, 2020 EUR1,000 EUR574,915,000 57.49% EUR1,005.00
CUSIP :
36962G4R2
4.375% Notes ISIN : September 16,
due 2020** US36962G4R28 2020 $1,267 $459,257,000 36.25% $1,010.00
---------------- --------------- ---------------- -------------- --------------- --------------- ---------------
5.875% Notes CUSIP : - November 4, GBP500 GBP404,392,000 80.88% GBP1,027.50
due 2020* ISIN : 2020
XS0463588052
---------------- --------------- ---------------- -------------- --------------- --------------- ---------------
CUSIPs :
36164NFF7;
36164PFF2;
36164QMS4
ISINs :
US36164NFF78;
2.342% Notes US36164PFF27; November 15,
due 2020*** US36164QMS48 2020 $6,107 $3,857,253,000 63.16% $1,002.50
---------------- --------------- ---------------- -------------- --------------- --------------- ---------------
Table II: GE Notes Subject to the Offers
----------------------------------------------------------------------------------------------------------------------
Principal Percent
Acceptance Amount Principal of
Priority Applicable Previously Amount Outstanding Total
Title of Security Level Maturity Outstanding Tendered Tendered Consideration
Security Identifier(s) (2) Date ( millions) (3) (3) (1)
-------------- --------------- ----------- ----------- ------------ --------------- ------------ --------------
CUSIP :
369604BD4
2.700% Notes ISIN : October
due 2022 US369604BD45 1 9, 2022 $3,000 $2,045,841,000 68.19% $1,027.50
CUSIP :
369604BR3
0.375% Notes ISIN : May 17,
due 2022**** XS1612542669 2 2022 EUR 1,750 EUR933,617,000 53.35% EUR983.75
-------------- --------------- ----------- ----------- ------------ --------------- ------------ --------------
CUSIP :
369604BK8
1.250% Notes ISIN : May 26,
due 2023**** XS1238901166 3 2023 EUR 1,191 EUR424,543,000 35.65% EUR988.75
-------------- --------------- ----------- ----------- ------------ --------------- ------------ --------------
CUSIP :
369604BG7
3.375% Notes ISIN : March 11,
due 2024** US369604BG75 4 2024 $750 $311,815,000 41.58% $1,033.75
-------------- --------------- ----------- ----------- ------------ --------------- ------------ --------------
CUSIP :
Floating 369604BJ1
Rate Notes ISIN : May 28,
due 2020**** XS1238900515 5 2020 EUR650 EUR376,055,000 57.85% EUR1,000.00
-------------- --------------- ----------- ----------- ------------ --------------- ------------ --------------
* Admitted to trading on the London Stock Exchange.
** Admitted to trading on the Regulated Market of the Luxembourg Stock Exchange.
*** Admitted to trading on the Global Exchange Market of Euronext Dublin.
**** Listed on the New York Stock Exchange.
Issued by GE Capital European Funding Unlimited Company
(formerly known as GE Capital European Funding).
Originally issued by General Electric Capital Corporation and
assumed by General Electric Company.
Issued by GE Capital UK Funding Unlimited Company (formerly
known as GE Capital UK Funding).
Issued by GE Capital International Funding Company Unlimited
Company (formerly known as GE Capital International Funding
Company).
(1) Per $1,000, EUR1,000 or GBP1,000 principal amount of Notes.
(2) The Offers for the GECC Notes are not subject to any
Financing Condition (as described in the Offer to Purchase). In the
event the gross proceeds from the New Offering are insufficient to
fund any and all of the GE Notes of a particular series validly
tendered and not validly withdrawn (after taking into account GE
Notes of each series accepted for purchase with a higher Acceptance
Priority Level), then no GE Notes of such series or any series of
GE Notes having a lower Acceptance Priority Level will be accepted
for purchase, in accordance with the Acceptance Priority Levels set
forth under "Description of the Offers-Conditions to the
Offers-Financing Condition" in the Offer to Purchase, so long as
the amount of gross proceeds from the New Offering is equal to or
greater than the aggregate Total Consideration (but excluding the
applicable Accrued Coupon Payment) for all GE Notes of each series
validly tendered and not validly withdrawn and each series of GE
Notes having a higher Acceptance Priority Level as further provided
in the Offer to Purchase. If the Financing Condition is not
satisfied for a particular series of GE Notes, then no GE Notes of
such series or any series of GE Notes having a lower Acceptance
Priority Level will be accepted for purchase. For more details, see
"Description of the Offers-Conditions to the Offers" in the Offer
to Purchase.
(3) Not including (i) $598,000 in aggregate principal amount of
the 4.375% Notes due 2020, (ii) $550,000 in aggregate principal
amount of the 2.342% Notes due 2020, (iii) $688,000 in aggregate
principal amount of the 2.700% Notes due 2022, and (iv) $4,963,000
in aggregate principal amount of the 3.375% Notes due 2024 tendered
pursuant to the Guaranteed Delivery Procedures (as defined in the
Offer to Purchase), for which delivery of such Notes must be made
by 5:00 p.m. (Eastern time), on April 22, 2020.
The Offers expired at 5:00 p.m. (Eastern time) on April 20, 2020
(the "Expiration Date") and have not been extended with respect to
any Offer. As previously announced, the Offers for the GE Notes
were conditioned on the successful completion of the New Offering
(as defined in the Offer to Purchase) (the "Financing Condition").
On April 13, 2020, GE priced its New Offering of notes in an
aggregate principal amount expected to result gross proceeds of $6
billion in connection with the New Offering. Settlement of the New
Offering is expected to occur on April 22, 2020.
GE has accepted for purchase all GECC Notes validly tendered
(and not validly withdrawn) at or prior to the Expiration Date as
set forth on Table I above (an equivalent in U.S. dollar of
approximately $5.5 billion in aggregate principal amount of GECC
Notes). In addition, based on the aggregate principal amount of
gross proceeds of the New Offering, GE has accepted for purchase
and expects to pay for (following settlement of the New Offering)
all GE Notes validly tendered (and not validly withdrawn) at or
prior to the Expiration Date as set forth on Table II above (an
equivalent in U.S. dollars of approximately $4.2 billion in
aggregate principal amount of GE Notes).
$1,148,000 in aggregate principal amount of GECC Notes and
$5,651,000 in aggregate principal amount of GE Notes were tendered
pursuant to the Guaranteed Delivery Procedures (as defined in the
Offer to Purchase). Acceptance of such Notes remains subject to the
valid delivery, at or prior to 5:00 p.m. (Eastern time) on April
22, 2020 (the "Guaranteed Delivery Date"), of such Notes and
corresponding documentation, pursuant to the terms and subject to
the conditions under the Offer to Purchase.
Holders of Notes that have been accepted for purchase will
receive, on April 23, 2020 (the "Settlement Date"), the applicable
Total Consideration for each $1,000, EUR1,000 or GBP1,000 principal
amount of Notes, as applicable, as set forth on Table I and Table
II above, and accrued and unpaid interest from the last coupon
payment date up to, but excluding, the Settlement Date, in cash
following settlement of the New Offering. GE is authorized to
accept and pay for, on behalf of each Subsidiary Issuer, all
validly tendered and not validly withdrawn Notes issued by
Subsidiary Issuers that are accepted for purchase by GE.
BofA Securities, Inc., J.P. Morgan Securities LLC and Morgan
Stanley & Co. LLC acted as the Lead Dealer Managers, and BNP
Paribas Securities Corp., Credit Suisse Securities (USA) LLC,
Deutsche Bank Securities Inc., Mizuho Securities USA LLC and SMBC
Nikko Securities America, Inc. acted as Co-Managers, in connection
with the Offers (collectively, the "Dealer Managers"). Questions
regarding terms and conditions of the Offers should be directed to
BofA Securities at +1 (888) 292-0070 (toll free), +1 (704) 999-4067
(collect), or Merrill Lynch International at +44 20 7996 5420, to
J.P. Morgan Securities LLC at +1 (866) 834-4666 (toll free), +1
(212) 834-3424 (collect), or J.P. Morgan Securities plc at +44 20
7134 2468, or to Morgan Stanley & Co. LLC at +1 (800) 624-1808
(toll free), +1 (212) 761-1057 (collect), or Morgan Stanley &
Co. International plc at +44 207 677 5040.
D.F. King was appointed information agent and tender agent (the
"Information Agent and Tender Agent") in connection with the
Offers. Questions or requests for assistance in connection with the
Offers, or for additional copies of the Tender Offer Documents, may
be directed to the Information Agent and Tender Agent at +1 (800)
499-8541 (toll free), +1 (212) 269-5550 (collect), or +44 20 7920
9700 (collect), or via e-mail at ge@dfkingltd.com. You may also
contact your broker, dealer, commercial bank, trust company or
other nominee for assistance concerning the Offers. All
documentation relating to the Offers, including the Offer to
Purchase and the Notice of Guaranteed Delivery, together with any
updates, are available from the Information Agent and the Tender
Agent, as set forth below, and are also available via the Offer
Website: http://www.dfking.com/ge .
GE reserves the right, in its sole discretion, not to extend,
re-open, withdraw or terminate any Offer and to amend or waive any
of the terms and conditions of any Offer in any manner, subject to
applicable laws and regulations.
Holders are advised to read carefully the Offer to Purchase for
full details of and information on the procedures for participating
in the Offer, as applicable.
Unless stated otherwise, announcements in connection with the
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 Agent 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 Agent and Tender Agent for the relevant
announcements relating to the Offers.
General
This announcement is for informational purposes only. This
announcement is not an offer to purchase or a solicitation of an
offer to purchase any Notes or any other securities of GE or any of
its subsidiaries. The Offers were made solely pursuant to the Offer
to Purchase. The Offers were not made to Holders of Notes in any
jurisdiction in which the making or acceptance thereof would not be
in compliance with the securities, blue sky or other laws of such
jurisdiction. In any jurisdiction in which the securities laws or
blue sky laws require the Offers to be made by a licensed broker or
dealer, the Offers will be deemed to have been made on behalf of GE
by the dealer managers or one or more registered brokers or dealers
that are licensed under the laws of such jurisdiction.
No action has been or will be taken in any jurisdiction that
would permit the possession, circulation or distribution of either
this announcement, the Offer to Purchase or any material relating
to us, the Subsidiary Issuers or the Notes in any jurisdiction
where action for that purpose is required. Accordingly, neither
this announcement, the Offer to Purchase nor any other offering
material or advertisements in connection with the Offers may be
distributed or published, in or from any such country or
jurisdiction, except in compliance with any applicable rules or
regulations of any such country or jurisdiction.
The distribution of this announcement and the Offer to Purchase
in certain jurisdictions may be restricted by law. Persons into
whose possession this announcement or the Offer to Purchase comes
are required by us, the Subsidiary Issuers, the Dealer Managers,
the Information Agent and Tender Agent to inform themselves about,
and to observe, any such restrictions.
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 (the "FSMA"). Accordingly, this
communication is not being directed at persons within the United
Kingdom save in circumstances where section 21(1) of the FSMA does
not apply.
In particular, this communication is only addressed to and
directed at: (A) in any Member State of the European Economic Area
that has implemented the Prospectus Directive (as defined below),
qualified investors in that Member State within the meaning of the
Prospectus Directive and (B) (i) persons that are outside the
United Kingdom or (ii) 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 (the "Financial Promotion Order")) or within
Article 43 of the Financial Promotion Order, or to other persons to
whom it may otherwise lawfully be communicated by virtue of an
exemption to Section 21(1) of the FSMA or otherwise in circumstance
where it does not apply (such persons together being "relevant
persons"). For purposes of the foregoing, the "Prospectus
Directive" means the Prospectus Directive 2003/71/EC, as amended,
including pursuant to Directive 2010/73/EU.
Neither this announcement nor the Offer to Purchase, or the
electronic transmission thereof, constitutes an offer to sell or
buy Notes, as applicable, 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 announcement in certain jurisdictions may be
restricted by law. In those jurisdictions where the securities,
blue sky or other laws require the Offers to be made by a licensed
broker or dealer and the Dealer Managers or any of their respective
affiliates is such a licensed broker or dealer in any such
jurisdiction, the Offers shall be deemed to be made by the Dealer
Managers or such affiliate (as the case may be) on behalf of GE in
such jurisdiction.
Each of GE, the Dealer Managers, the Tender Agent and
Information Agent reserves the right, in its absolute discretion,
to investigate, in relation to any tender of Notes pursuant to the
Offers, 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 shall not be accepted.
Special Note Regarding Forward-Looking Statements
This announcement 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," "estimate,"
"forecast," "target," "preliminary," or "range." Forward-looking
statements by their nature address matters that are, to different
degrees, uncertain, such as statements about our ability to
complete the Offers or the New Offering; the potential impacts of
the COVID-19 pandemic on our business operations, financial results
and financial position and on the world economy; our expected
financial performance, including cash flows, revenues, organic
growth, margins, earnings and earnings per share; macroeconomic and
market conditions and volatility; planned and potential business or
asset dispositions; our de-leveraging plans, including leverage
ratios and targets, the timing and nature of 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;
planned and potential business or asset dispositions; 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: the
severity, magnitude and duration of the COVID-19 pandemic,
including impacts of the pandemic and of businesses' and
governments' responses to the pandemic on our operations and
personnel, and on commercial activity and demand across our and our
customers' and suppliers' businesses, and on global supply chains;
our inability to predict the extent to which the COVID-19 pandemic
and related impacts will continue to adversely impact our business
operations, financial performance, results of operations, financial
position, the prices of our securities and the achievement of our
strategic objectives; changes in macroeconomic and market
conditions and market volatility (including developments and
volatility arising from the COVID-19 pandemic), including interest
rates, the value of securities and other financial assets
(including our equity ownership position in Baker Hughes), oil and
other commodity prices and exchange rates, and the impact of such
changes and volatility on our financial position; 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; GE's liquidity and the amount and timing of
our GE Industrial cash flows and earnings, which may be impacted by
customer, supplier, 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 and
discontinued operations; the amount and timing of required capital
contributions to the insurance operations and any 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; our success in executing and
completing asset dispositions or other transactions, including our
plan to exit our equity ownership position in Baker Hughes, the
timing of closing for such transactions and the expected proceeds
and benefits to GE; global economic trends, competition and
geopolitical risks, including changes in the rates of investment or
economic growth in key markets we serve, or an escalation of trade
tensions such as those between the U.S. and China; 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, cyclical and competitive pressures in
our Power business, pricing and other pressures in the renewable
energy market, levels of demand for air travel and other customer
dynamics such as early aircraft retirements, conditions in key
geographic markets 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 and Renewable Energy businesses, and the
performance 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 of our products or
third-party products with which our products are integrated, such
as the fleet grounding of the Boeing 737 MAX and the timing of its
return to service and return to delivery, and related reputational
effects; the impact of potential information technology,
cybersecurity or data security breaches; and the other factors that
are described in "Risk Factors" in the Offer to Purchase and in
GE's Annual Report on Form 10-K for the year ended December 31,
2019, as such descriptions may be updated or amended in any future
reports we file with the SEC.
These or other uncertainties may cause our actual future results
to be materially different than those expressed in our
forward-looking statements. Forward-looking statements speak only
as of the date they were made, and we disclaim and we do not
undertake any obligation to update or revise any forward-looking
statement in this announcement, except as required by applicable
law or regulation.
About GE
GE (NYSE:GE) rises to the challenge of building a world that
works. For more than 125 years, GE has invented the future of
industry, and today the company's dedicated team, leading
technology, and global reach and capabilities help the world work
more efficiently, reliably, and safely. GE's people are diverse and
dedicated, operating with the highest level of integrity and focus
to fulfill GE's mission and deliver for its customers.
www.ge.com.
GE Investor Contact
Steve Winoker, 617.443.3400
swinoker@ge.com
GE Media Contact
Mary Kate Mullaney, 202.304.6514
marykate.nevin@ge.com
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
RTEQFLFLBZLFBBV
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