GE begins offers to purchase dollar, euro, sterling notes in two pools

By Marisa Wong

Los Angeles, Dec. 11 – General Electric Co. (GE) announced offers to purchase for cash any and all of the dollar-, euro- and sterling-denominated notes from 13 series originally issued by General Electric Capital Corp. (and assumed by GE), GE Capital European Funding Unlimited Co. (formerly GE Capital European Funding), or GE Capital UK Funding Unlimited Co. (formerly GE Capital UK Funding).

The notes are divided into two pools. The first pool covers eight series of notes, and the second pool covers five series of notes ranked by acceptance priority.

The offers for the pool 2 notes are conditioned on the aggregate total consideration, excluding interest, for all pool 2 notes tendered not exceeding $1.4 billion. The offers for the pool 1 notes are not subject to the pool 2 total purchase price condition.

The offers will expire at 5 p.m. ET on Dec. 17.

Tenders under guaranteed delivery procedures are due by 5 p.m. ET on Dec. 21.

Pool 1

GE is offering to purchase the following pool 1 notes, listed with the total consideration per $1,000, €1,000 or £1,000 principal amount:

• $413,441,000 outstanding 4.625% notes due Jan. 7, 2021 (Cusip: 36962G4Y7) issued by General Electric Capital at $1,002.85;

• $555,499,000 outstanding 5.3% notes due Feb. 11, 2021 (Cusip: 369622SM8) issued by General Electric Capital at $1,008.12;

• €388,125,000 outstanding floating-rate notes due May 17, 2021 (ISIN: XS0254356057) issued by GE Capital European at €1,002.00;

• $555.97 million outstanding 4.65% notes due Oct. 17, 2021 (Cusip: 36962G5J9) issued by General Electric Capital at $1,037.50;

• €270,187,000 outstanding 4.35% notes due Nov. 3, 2021 (ISIN: XS0273570241) issued by GE Capital European at €1,043.75;

• €313.37 million outstanding 0.8% notes due Jan. 21, 2022 (ISIN: XS1169353254) issued by GE Capital European at €1,013.75;

• $1,085,619,000 outstanding 3.15% notes due Sept. 7, 2022 (Cusip: 36962G6F6) issued by General Electric Capital at $1,048.75; and

• €100 million outstanding 5.98% notes due Sept. 16, 2022 (ISIN: XS0388392259) issued by GE Capital European at €1,106.25.

Pool 2

GE is offering to purchase the following pool 2 notes, listed in order of acceptance priority level and with the total consideration per $1,000, €1,000 or £1,000 principal amount:

• $614,975,000 outstanding floating-rate notes due March 15, 2023 (Cusip: 36966THT2) issued by General Electric Capital at $1,011.25;

• $172,101,000 outstanding floating-rate notes due April 15, 2023 (Cusip: 36966TJA1) issued by General Electric Capital at $1.011,25;

• €1 billion outstanding 2.625% notes due March 15, 2023 (ISIN: XS0874840845) issued by GE Capital European at €1,068.75;

• $1,317,584,000 outstanding 3.1% notes due Jan. 9, 2023 (Cusip: 36962G6S8) issued by General Electric Capital at $1,056.25; and

• £550 million outstanding 4.125% notes due Sept. 13, 2023 (ISIN: XS0971723233) issued by GE Capital UK at £1,102.50.

Conditions

None of the offers is conditioned on the completion of any of the other offers, and each offer operates independently from the other offers.

The offers are not conditioned on any minimum amount of notes being tendered.

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 tendered and not withdrawn – after taking into account pool 2 notes of each series accepted for purchase with a higher acceptance priority level – then no notes of that series (the “non-covered pool 2 notes”) will be accepted for purchase.

However, any and all of pool 2 notes of a series, if any, tendered and not withdrawn, having a lower acceptance priority level will be accepted for purchase, as 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 pool 2 notes of that series tendered and not withdrawn, plus the total consideration necessary to purchase any and all tendered and not withdrawn pool 2 notes of all series having a higher acceptance priority level than that series of pool 2 notes, other than any non-covered pool 2 notes, 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 tendered and not withdrawn will be accepted for purchase. As a result, no series of pool 2 notes accepted for purchase will be prorated.

Tendered notes may be withdrawn at any time prior to 5 p.m. ET on Dec. 17.

BofA Securities, Inc. (704 999-4067), Merrill Lynch International (+44 20 7996 5420), J.P. Morgan Securities LLC (866 834-4666 or 212 834-3424) and J.P. Morgan Securities plc (+44 20 7134 2468 8969) are lead dealer managers, and CastleOak Securities, LP, R. Seelaus & Co., LLC and Siebert Williams Shank & Co., LLC are co-managers for the offers.

D.F. King & Co., Inc. (877 478-5040, 212 269-5550 or ge@dfking.com) is the information agent with respect to the offers for dollar notes. Lucid Issuer Services Ltd. (+44 20 7704 0880 or ge@lucid-is.com) is the information agent for the offers for euro and sterling notes.

The conglomerate is based in Boston.

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