TIDMGEC
RNS Number : 3640I
General Electric Company
11 December 2020
PRESS RELEASE
GE Announces Launch of Debt Tender Offers
GE Announces Offers to Purchase Any and All of Certain of its
Outstanding U.S. Dollar Denominated, Euro Denominated and GBP
Denominated Notes (Listed on Table I and Table II Below),
originally issued by certain of its subsidiaries
-- Builds on actions taken in 2019 and 2020 to improve GE's
financial position and accelerate its transformation
-- GE continues to maintain elevated liquidity amid an uncertain
environment and remains committed to reducing leverage over
time
BOSTON - December 11, 2020 - GE (NYSE:GE) announces its offers
to purchase for cash any and all of the U.S. Dollar Denominated,
Euro Denominated and GBP Denominated Notes listed on (i) Table I
below (the "Pool 1 Notes") and (ii) Table II below (the "Pool 2
Notes" and, together with the Pool 1 Notes, the "Notes"), each
originally issued by, as applicable, General Electric Capital
Corporation (and assumed by GE), 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"). The Offers for
the Pool 2 Notes are conditioned on the aggregate Total
Consideration for all Pool 2 Notes (after funding the aggregate
Total Consideration for any and all validly tendered and not
validly withdrawn Pool 2 Notes of each series having a higher
Acceptance Priority Level) tendered in the applicable Offer, not
exceeding $1,400,000,000 (or the as-converted equivalent, if
applicable, as converted on the basis set forth in the Offer to
Purchase), subject to the provisions herein (the "Pool 2 Total
Purchase Price Condition").
The offers to purchase with respect to each series of Notes are
being referred to herein as the "Offers" and each, an "Offer." The
Notes denominated in U.S. dollars are referred to herein as "Dollar
Notes," Notes denominated in Euros are referred to herein as "Euro
Notes" and Notes denominated in Sterling are referred to herein as
"Sterling Notes."
Each Offer is made upon the terms and subject to the conditions
set forth in the offer to purchase, dated December 11 , 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 .
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 Agents and the Tender
Agents, as set forth below, and will also be available via the
Offer Website: http://www.dfking.com/ge.
Timetable for the Offers
Date Calendar Dates
Commencement of the Offers... December 11 , 2020.
Withdrawal Date.................................. 5:00 p.m. (Eastern time) on December 17 , 2020, unless extended
with respect to any Offer.
Expiration Date.................................... 5:00 p.m. (Eastern time) on December 17 , 2020, unless extended
with respect to any Offer.
Guaranteed Delivery Date............. 5:00 p.m. (Eastern time) on the second business day after the
Expiration Date, expected to
be on December 21 , 2020, unless extended with respect to any
Offer.
Settlement Date................................. Expected to be the third business day after the Expiration Date
and the first business day
after the Guaranteed Delivery Date. The expected Settlement
Date is December 22 , 2020, with
respect to each Offer unless extended with respect to such
Offer.
Table I: Pool 1 Notes Subject to the Offers
-------------------------------------------------------------------------------------------------------------
Applicable Maturity Principal Amount Total Consideration
Title of Security Security Identifier(s) Date Outstanding (2)
------------------- ------------------------ --------------------- ----------------- --------------------
4.625% Notes CUSIP : 36962G4Y7
due 2021 ISIN : US36962G4Y78 January 7, 2021 $ 413,441,000 $1,002.85
5.300% Notes CUSIP : 369622SM8 February 11,
due 2021 ISIN : US369622SM84 2021 $ 555,499,000 $1,008.12
------------------- ------------------------ --------------------- ----------------- --------------------
Floating Rate CUSIP : -
Notes due 2021* ISIN : XS0254356057 May 17, 2021 EUR 388,125,000 EUR1,002.00
------------------- ------------------------ --------------------- ----------------- --------------------
4.650% Notes CUSIP : 36962G5J9 October 17,
due 2021 ISIN : US36962G5J92 2021 $555,970,000 $1,037.50
------------------- ------------------------ --------------------- ----------------- --------------------
4.350% Notes CUSIP : - November 3,
due 2021* ISIN : XS0273570241 2021 EUR270,187,000 EUR1,043.75
------------------- ------------------------ --------------------- ----------------- --------------------
0.800% Notes CUSIP : - January 21,
due 2022 * ISIN : XS1169353254 2022 EUR313,370,000 EUR1,013.75
------------------- ------------------------ --------------------- ----------------- --------------------
3.150% Notes CUSIP : 36962G6F6 September 7,
due 2022 ISIN : US36962G6F61 2022 $1 ,085,619,000 $1,048.75
------------------- ------------------------ --------------------- ----------------- --------------------
5.980% Notes CUSIP : - September 16,
due 2022* ISIN : XS0388392259 2022 EUR100,000,000 EUR1,106.25
------------------- ------------------------ --------------------- ----------------- --------------------
Table II: Pool 2 Notes Subject to the Offers
----------------------------------------------------------------------------------------------------------------
Acceptance
Title of Security Priority Applicable Principal Total Consideration
Security Identifier(s) Level (1) Maturity Date Amount Outstanding (2)
-------------- ---------------------- ----------- --------------- -------------------- --------------------
Floating
Rate Notes CUSIP : 36966THT2 March 15,
due 2023 ISIN : US36966THT25 1 2023 $ 614,975,000 $1,011.25
-------------- ---------------------- ----------- --------------- -------------------- --------------------
Floating
Rate Notes CUSIP : 36966TJA1 April 15,
due 2023 ISIN : US36966TJA16 2 2023 $ 172,101,000 $1.011,25
-------------- ---------------------- ----------- --------------- -------------------- --------------------
2.625% Notes
due 2023 CUSIP : - March 15,
* ISIN : XS0874840845 3 2023 EUR1,000,000,000 EUR1,068.75
-------------- ---------------------- ----------- --------------- -------------------- --------------------
3.100% Notes CUSIP : 36962G6S8 January 9,
due 2023 ISIN : US36962G6S82 4 2023 $ 1,317,584,000 $1,056.25
-------------- ---------------------- ----------- --------------- -------------------- --------------------
4.125% Notes CUSIP : - 5 September GBP550,000,000 GBP1,102.50
due 2023 ISIN : XS0971723233 13, 2023
*
-------------- ---------------------- ----------- --------------- -------------------- --------------------
* Admitted to trading on the London Stock Exchange.
Originally issued by General Electric Capital Corporation and
assumed by General Electric Company.
Issued by GE Capital European Funding Unlimited Company
(formerly known as GE Capital European Funding).
Issued by GE Capital UK Funding Unlimited Company (formerly
known as GE Capital UK Funding).
(1) The Offers for the Pool 1 Notes are not subject to the Pool
2 Total Purchase Price Condition. In the event the Pool 2 Total
Purchase Price Condition is not met for any and all of the Pool 2
Notes of a particular series validly tendered and not validly
withdrawn (after taking into account Pool 2 Notes of each series
accepted for purchase with a higher Acceptance Priority Level)
(such series of Notes, the "Non-Covered Pool 2 Notes"), then no
Notes of such series will be accepted for purchase. However, a
series of Pool 2 Notes, if any, having a lower Acceptance Priority
Level will be accepted for purchase, so long as the amount under
the Pool 2 Total Purchase Price Condition is equal to or greater
than the Total Consideration necessary to purchase any and all
validly tendered and not validly withdrawn Pool 2 Notes of such
series (excluding the applicable Accrued Coupon Payment), plus the
Total Consideration necessary to purchase any and all validly
tendered and not validly withdrawn Pool 2 Notes of all series
having a higher Acceptance Priority Level than such series of Pool
2 Notes, other than any Non-Covered Pool 2 Notes (in each case,
excluding the applicable Accrued Coupon Payment), as further
provided herein, until there is no series of Pool 2 Notes with a
lower Acceptance Priority Level to be considered for purchase for
which the Pool 2 Total Purchase Price Condition is met. It is
possible that any series of Pool 2 Notes with any Acceptance
Priority Level will fail to meet the Pool 2 Total Purchase Price
Condition and therefore will not be accepted for purchase even if
one or more series with a lower Acceptance Priority Level is
accepted for purchase. If any series of Pool 2 Notes is accepted
for purchase under the Offers, all Pool 2 Notes of that series that
are validly tendered and not validly withdrawn will be accepted for
purchase. As a result, no series of Pool 2 Notes accepted for
purchase will be prorated. For more details, see the information
set out under the heading "Description of the Offers-Conditions to
the Offers" in the Offer to Purchase.
(2) Per $1,000, EUR1,000 or GBP1,000 principal amount of Notes, as applicable.
Purpose of the Offers
The primary purpose of the Offers is to acquire all outstanding
Notes listed on Table I and Table II above. Each Offer is subject
to the satisfaction of certain conditions as more fully described
under the heading "-Conditions to the Offers" in the Offer to
Purchase, including, among other things, with respect to the Offers
for the Pool 2 Notes, the Pool 2 Total Purchase Price Condition.
Notes that are accepted in the Offers will be purchased, retired
and cancelled by GE or its subsidiaries, as applicable, and will no
longer remain outstanding obligations of GE or any of its
subsidiaries.
Details of the Offers
The Offers will expire at 5:00 p.m. (Eastern time) on December
17, 2020 with respect to any Offer (as the same may be extended
with respect to such Offer, the "Expiration Date"). Tendered Notes
may be withdrawn at any time prior to 5:00 p.m. (Eastern time), on
December 17, 2020 with respect to each Offer (as the same may be
extended with respect to any Offer, the "Withdrawal Date"), but not
thereafter, except as required by applicable law as described in
the Offer to Purchase. None of the Offers is conditioned upon
completion of any of the other Offers, and each Offer otherwise
operates independently from the other Offers. None of the Offers is
conditioned on any minimum amount of Notes being tendered.
For a Holder who holds Notes through DTC to validly tender Notes
pursuant to the Offers, an Agent's Message and any other required
documents must be received by the applicable Tender Agent at its
address set forth on the Offer to Purchase at or prior to the
Expiration Date or, if pursuant to the Guaranteed Delivery
Procedures, at or prior to 5:00 p.m. (Eastern time), on December
21, 2020 (the "Guaranteed Delivery Date"). For a Holder who holds
Notes through Clearstream or Euroclear to validly tender Notes
pursuant to the Offers, such Holder must tender such Notes by the
submission of valid Tender Instructions in accordance with the
procedures described herein and of such Clearing System, as
applicable. There is no letter of transmittal for the Offer to
Purchase.
Upon the terms and subject to the conditions set forth in the
Tender Offer Documents, Holders who (i) validly tender Notes at or
prior to the Expiration Date (and do not validly withdraw such
Notes at or prior to the Withdrawal Date), or (ii) deliver a
properly completed and duly executed Notice of Guaranteed Delivery
(or comply with ATOP procedures applicable to guaranteed delivery)
and all other required documents at or prior to the Expiration Date
and validly tender their Notes at or prior to the Guaranteed
Delivery Date pursuant to Guaranteed Delivery Procedures, and, in
each case, whose Notes are accepted for purchase by us, will
receive 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, which will be payable in
cash. 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.
Each Offer is subject to the satisfaction of certain conditions,
including, among other things, with respect to the Pool 2 Notes,
the Pool 2 Total Purchase Price Condition (as defined below). GE
expressly reserves the right, in its sole discretion, to amend,
extend or, upon failure of any condition described in the Offer to
Purchase to be satisfied or waived, to terminate any of the Offers
at any time at or prior to the Expiration Date. GE also reserves
the right, in its sole discretion, subject to applicable law, to
terminate any of the Offers at any time at or prior to the
Expiration Date.
The Offers for any Pool 2 Notes validly tendered and not validly
withdrawn is conditioned on the aggregate Total Consideration (but
excluding the applicable Accrued Coupon Payment) for all Pool 2
Notes (after funding the aggregate Total Consideration (but
excluding the applicable Accrued Coupon Payment) for any and all
validly tendered and not validly withdrawn Pool 2 Notes of each
series having a higher Acceptance Priority Level) tendered in the
applicable Offer, not exceeding $ 1,400,000,000 (or the
as-converted equivalent, if applicable, as converted on the basis
set forth in the Offer to Purchase), subject to the provisions
below. The Offers for the Pool 1 Notes are not subject to the Pool
2 Total Purchase Price Condition.
In the event the Pool 2 Total Purchase Price Condition is not
satisfied in order to accept for purchase any and all of the Pool 2
Notes of a particular series validly tendered and not validly
withdrawn (after taking into account Pool 2 Notes of each series
accepted for purchase with a higher Acceptance Priority Level)
(such series of Notes, the "Non-Covered Pool 2 Notes"), then no
Notes of such series will be accepted for purchase. However, any
and all of Pool 2 Notes of a series, if any, validly tendered and
not validly withdrawn, having a lower Acceptance Priority Level
will be accepted for purchase, so long as the amount under the Pool
2 Total Purchase Price Condition is equal to or greater than the
Total Consideration (but excluding the applicable Accrued Coupon
Payment) necessary to purchase any and all Pool 2 Notes of such
series validly tendered and not validly withdrawn, plus the Total
Consideration (but excluding the applicable Accrued Coupon Payment)
necessary to purchase any and all validly tendered and not validly
withdrawn Pool 2 Notes of all series having a higher Acceptance
Priority Level than such series of Pool 2 Notes, other than any
Non-Covered Pool 2 Notes (in each case, excluding the applicable
Accrued Coupon Payment), as further provided herein, until there is
no series of Pool 2 Notes with a lower Acceptance Priority Level to
be considered for purchase for which the Pool 2 Total Purchase
Price Condition is met.
It is possible that any series of Pool 2 Notes with any
Acceptance Priority Level will fail to meet the Pool 2 Total
Purchase Price Condition and therefore will not be accepted for
purchase even if one or more series with a lower Acceptance
Priority Level is accepted for purchase. If any series of Pool 2
Notes is accepted for purchase under the Offers, all Pool 2 Notes
of that series that are validly tendered and not validly withdrawn
will be accepted for purchase. As a result, no series of Pool 2
Notes accepted for purchase will be prorated.
For further details on the procedures for tendering the Notes,
please refer to the Offer to Purchase, including the procedures set
out under the heading "Description of the Offers-Procedures for
Tendering Notes" in the Offer to Purchase.
GE has retained BofA Securities, Inc., Merrill Lynch
International, J.P. Morgan Securities LLC and J.P. Morgan
Securities plc to act as the Lead Dealer Managers, and CastleOak
Securities, L.P., R. Seelaus & Co., LLC and Siebert Williams
Shank & Co., LLC to act 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, Inc. at +1 (704) 999-4067 (collect), to 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 to
J.P. Morgan Securities plc at +44 20 7134 2468 8969.
D.F. King & Co., Inc. has been appointed the information
agent with respect to the Offers for Dollar Notes (the "Dollar
Notes Information Agent") and the tender agent with respect to the
Offers for Dollar Notes (the "Dollar Notes Tender Agent"). Lucid
Issuer Services Limited ("Lucid") has been appointed the
information agent with respect to the Offers for Euro Notes and
Sterling Notes (the "Euro and Sterling Notes Information Agent"
and, together with the Dollar Notes Information Agent, the
"Information Agents" and each an "Information Agent") and the
tender agent with respect to the Offers for Euro Notes and Sterling
Notes (the "Euro and Sterling Notes Tender Agent" and, together
with the Dollar Notes Tender Agent, the "Tender Agents" and each a
"Tender Agent"). Questions or requests for assistance in connection
with the Offers for the Dollar Notes or the delivery of Tender
Instructions for Dollar Notes, or for additional copies of the
Tender Offer Documents, may be directed to the Dollar Notes
Information Agent and the Dollar Notes Tender Agent at +1 (877)
478-5040 (toll free) or +1 (212) 269-5550 (collect), or via e-mail
at ge@dfking.com. Questions or requests for assistance in
connection with the Offers for the Euro Notes or the Sterling Notes
or the delivery of Tender Instructions for Euro Notes or Sterling
Notes, or for additional copies of the Tender Offer Documents, may
be directed to the Euro and Sterling Notes Information Agent and
the the Euro and Sterling Notes Tender Agent at +44 207 704 0880 or
via e-mail at ge@lucid-is.com. You may also contact your broker,
dealer, commercial bank, trust company or other nominee for
assistance concerning the Offers. The Tender Offer Documents can be
accessed at the Offer Website: http://www.dfking.com/ge .
GE reserves the right, in its sole discretion, not to accept any
Tender Instructions, not to purchase any Notes or 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.
Holders are advised to check with any bank, securities broker or
other intermediary through which they hold the Notes when such
intermediary would require to receive instructions from a Holder in
order for that the Holder to be able to participate in the Offers
before the deadlines specified above. The deadlines set by any such
intermediary and each Clearing System for the submission of Tender
Instructions will be earlier than the relevant deadlines specified
above.
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 applicable Information Agent and Tender Agent,
the corresponding contact details for whom are set out above.
Significant delays may be experienced where notices are delivered
to the Clearing Systems and Holders are urged to contact the
applicable Information Agent and Tender Agent for the relevant
announcements relating to the Offers. In addition, all
documentation relating to the Offer to Purchase, together with any
updates, will be available via the Offer Website:
http://www.dfking.com/ge .
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 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, legal and tax 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 Notes 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 the Offers.
None of GE, the Subsidiary Issuers, the Dealer Managers, the
Trustee, the Paying Agents, the Tender Agents or the Information
Agents or any of their respective directors, officers, employees,
agents or affiliates makes any recommendation as to whether or not
Holders should tender their Notes in the Offers.
None of GE, the Subsidiary Issuers, the Dealer Managers, the
Trustee, the Paying Agents, the Tender Agents or the Information
Agents 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 Notes, or the
Offers contained in this announcement or in the Offer to Purchase.
None of GE, the Subsidiary Issuers, the Dealer Managers, the
Trustee, the Paying Agents, the Tender Agents, the Information
Agents 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 Offers, and accordingly none of GE, the Subsidiary Issuers, the
Dealer Managers, the Trustee, the Paying Agents, the Tender Agents,
the Information Agents or 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 Notes which is material in the context of the
Offers and which is not otherwise publicly available.
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 are being made solely pursuant to the
Offer to Purchase. The Offers are not being 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 be 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 Agents and Tender Agents 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, falling within
Article 49(2)(a) to (e) of the Financial Promotion Order (such
persons together being "relevant persons").
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 Holder participating in the Offers will give certain
representations in respect of the jurisdictions referred to above
and generally as set out in the Offer to Purchase. Any tender of
Notes pursuant to the Offers from a Holder that is unable to make
these representations will not be accepted. Each of GE, the Dealer
Managers, the Tender Agents and Information Agents 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 the expected timing,
size or other terms of the Offers; our ability to complete the
Offers; 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; 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, of businesses' and governments'
responses to the pandemic and of individual factors such as
aviation passenger confidence on our operations and personnel, and
on commercial activity and demand across our and our customers'
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, natural gas and other
commodity prices and exchange rates, and the impact of such changes
and volatility on our financial position and businesses; 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, including through GE Capital
Aviation Services to the aviation sector and adverse impacts
related to COVID-19; 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 sanctions, tariffs or
other trade tensions between the U.S. and China or other countries,
and related impacts on our businesses' global supply chains and
strategies; 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 our Annual Report on Form 10-K for the year ended
December 31, 2019, filed with the SEC on February 24, 2020, and
under Part II, Item 1A, of our Quarterly Report on Form 10-Q for
the quarter ended June 30, 2020, filed with the SEC on July 29,
2020, 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) 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.
GE's Investor Relations website at www.ge.com/investor and our
corporate blog at www.ge.com/reports and @GE_Reports on Twitter, as
well as GE's Facebook page and Twitter accounts, contain a
significant amount of information about GE, including financial and
other information for investors. GE encourages investors to visit
these websites from time to time, as information is updated and new
information is posted.
GE Investor Contact
Steve Winoker, 617.443.3400
swinoker@ge.com
GE Media Contact
Mary Kate Mullaney, 202.304.6514
marykate.nevin@ge.com
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December 11, 2020 03:39 ET (08:39 GMT)
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