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Published on 9/21/2015 in the Prospect News Investment Grade Daily and Prospect News Liability Management Daily.

GE Capital subsidiary begins exchange offers for 123 series of notes

By Marisa Wong

Morgantown, W.Va., Sept. 21 – General Electric Capital Corp. announced that newly formed finance subsidiary GE International Funding Co. has begun private offers to exchange new notes for outstanding debt securities.

There are 123 series or tranches of old notes that may be tendered in one or more of the exchange offers, which include market value exchange offers and par-for-par exchange offers, detailed in the tables below.

The market value exchange offers consist of offers to exchange old notes for new notes with either a six-month, five-year, 10-year or 20-year maturity. In the market value exchange offers, the total exchange consideration consists of new market notes issued in certain principal amounts and at certain market rates.

The par-for-par exchange offers consist of offers to exchange old notes for new notes in the same principal amount and with the same currency, maturity, interest rates and other payment terms as the old notes tendered. In the par-for-par offers, the total exchange consideration includes an additional cash payment.

Each series of old notes may be tendered in the par-for-par offers. In addition, most series may also be tendered in one or two of the market value offers.

For each tender of old notes, holders must elect a single exchange offer, i.e., the same notes may not be tendered in more than one exchange offer at the same time.

Offer details

The exchange offers are subject to the following limitations:

• The aggregate principal amount of new notes that may be issued is $30 billion;

• The aggregate principal amount of 2016 new notes that may be issued in the 2016 market value exchange offers is $15 billion;

• The aggregate principal amount of new market that may be issued in the 2020/2025/2035 market value offers is $30 billion less the aggregate principal amount of any 2016 new notes issued in the 2016 market value exchange offers; and

• The aggregate principal amount of new par notes that may be issued in the par-for-par exchange offers is $30 billion less the aggregate principal amount of any new notes issued in the market value exchange offers.

Old notes tendered in the exchange offers will be accepted in the following order of priority:

• First, in the 2016 market value exchange offers, on a pro rata basis subject to the 2016 new notes cap;

• Second, in the 2020/2025/2035 market value exchange offers, on a pro rata basis subject to the 2020/2025/2035 new notes cap; and

• Third, in the par-for-par exchange offers, subject to the par-for-par cap (in order of the acceptance priority level of each series, listed in the table below).

The exchange offers will expire at 11:59 p.m. ET on Oct. 19.

To be eligible to receive the applicable total exchange consideration, holders must tender their notes by the early participation date at 5 p.m. ET on Oct. 2.

Tenders may be withdrawn at or prior to 5 p.m. ET on Oct. 2.

Holders who tender notes after the early deadline but at or prior to the expiration date, will only receive the applicable exchange consideration, which is the total exchange consideration minus $50 (or 50 units of the applicable currency).

Pricing for the market value exchange offers will be calculated at 11 a.m. ET on Oct. 5.

The issuer will also pay accrued interest on old notes to, but excluding, the settlement date.

There is no cash tender offer or consent solicitation being conducted in connection with the exchange offers. There is no overall minimum condition for the aggregate principal amount of new notes to be issued in the offers.

The settlement date of the Regulation S offers is expected to be Oct. 26.

Holders of old notes denominated in dollars who wish to confirm their eligibility to participate in the exchange offers and to receive a copy of the offer may contact D.F. King & Co., Inc. at 212 269-5550 for bankers and brokers, 866 388-7535, +44 (0) 207 920 9700 or ge@dfking.com. Holders of old notes denominated in a currency other than dollars who wish to confirm their eligibility to participate and to receive a copy of the offer may contact Lucid Issuer Services Ltd. at +44 (0) 207 704 0880 (toll) or ge@lucid-is.com.

Background

On April 10 General Electric Co. announced a plan to reduce the size of its financial services businesses through the sale of most of the assets of GE Capital and to focus on continued investment and growth in its industrial businesses. This exit plan involves a merger of GE Capital with and into GE.

The merger is part of a reorganization of GE Capital’s businesses. The reorganization and exchange offers are intended, among other things, to establish an international holding company (GE Capital International Holdings) with an efficient and simplified capital structure. In addition, the exchange offers seek to align the liabilities of GE Capital International to its assets from a maturity profile and liquidity standpoint.

GE International Funding, the issuer of the new notes, is a newly formed finance subsidiary of GE Capital, but upon the completion of the reorganization it will become a subsidiary of GE Capital International Holdings.

The new notes will be guaranteed by GE, and the old notes will subsequently be assumed by GE in connection with the merger. The new notes initially will also be guaranteed by GE Capital, and upon completion of the reorganization, GE Capital International will assume the guarantee.

The exchange offers are not conditioned on the completion of the reorganization.

GE is a Fairfield, Conn.-based industrial manufacturer.

Exchange summary

Old notes Outstanding amount New notes

(dollars in billions)

2016 market value exchange offers

(New notes capped at $15 billion, tenders accepted pro rata)

8 dollar notes due 2019 to 2021 $16.7 New six-month fixed-rate notes

3 dollar notes due 2022 to 2024 $5.5 New six-month fixed-rate notes

19 dollar fixed-rate notes due 2016 to 2020 $22.7 New six-month fixed-rate notes

10 dollar floating-rate notes due 2016 to 2020 $6.5 New six-month fixed-rate notes

4 other dollar-denominated notes $1.8 New six-month fixed-rate notes

5 sterling-denominated notes $3.6 New sterling six-month fixed-rate notes

Total $56.7

2020/2025/2035 market value exchange offers

(New notes capped at $30 billion less amount of 2016 new notes, tenders accepted pro rata)

8 dollar notes due 2019 to 2021 $16.7 New five-year fixed-rate notes

3 dollar notes due 2022 to 2024 $5.5 New 10-year fixed-rate notes

4 dollar notes due 2032 to 2039 $17.4 New 20-year fixed-rate notes

Total $39.5

Par for par exchange offers

(New par notes capped at $30 billion less amount of new market notes)

(Tenders accepted in order of acceptance priority)

5 hybrids – notes and corresponding trust preferreds $6.8 Same currency, coupon, maturity plus cash

4 dollar notes due 2032 to 2039 $17.4 Same currency, coupon, maturity plus cash

3 dollar notes due 2022 to 2024 $5.5 Same currency, coupon, maturity plus cash

8 dollar notes due 2019 to 2021 $16.7 Same currency, coupon, maturity plus cash

19 dollar fixed-rate notes due 2016 to 2020 $22.7 Same currency, coupon, maturity plus cash

10 dollar floating-rate notes due 2016 to 2020 $6.5 Same currency, coupon, maturity plus cash

74 other dollar and non-dollar notes $24.9 billion Same currency, coupon, maturity plus cash

Total $100.4 billion

Exchange details

2016 market value exchange offers

USD (2019-2021) market value exchange for 2016 USD new notes

Old notesAmount (millions)Spread over TreasuryHypothetical consideration
6% Aug 2019$2,0005$1,158.73
2.2% Jan 2020$2,0005$1,021.77
5.5% Jan 2020$2,00020$1,148.95
5.55% May 2020$1,10040$1,152.71
4.375% Sept 2020$2,15045$1,107.56
4.625% Jan 2021$2,25050$1,123.63
5.3% Feb 2021$2,00070$1,148.58
4.65% Oct 2021$3,15080$1,124.48
All to be exchanged for 2016 USD new notes due April 15, 2016 with a coupon that will be set at the Eurodollar Synthetic Forward Rate from two business days after the Price Determination Date to the April 15, 2016 maturity date plus 60 bps.
Reference Treasury is 1.375% due August 2020.
Total includes a $50 per $1,000 early participation payment.
5.3% notes due February 2021 are subordinated notes but will be exchanged for senior notes.
USD (2022-2024) market value exchange for 2016 USD new notes
Old notesAmount (millions)Spread over TreasuryHypothetical consideration
3.15% Sept 2022$2,00030$1,035.56
3.1% Jan 2023$2,50035$1,030.57
3.45% May 2024$1,00055$1,045.50
All to be exchanged for 2016 USD new notes due April 15, 2016 with a coupon that will be set at the Eurodollar Synthetic Forward Rate from two business days after the Price Determination Date to the April 15, 2016 maturity date plus 60 bps.
Reference Treasury is 2% due August 2025.
Total includes a $50 per $1,000 early participation payment.
USD Fixed-Rate (2016-2020) market value exchange for 2016 USD new notes
Old notesAmount (millions)TreasurySpreadHypothetical consideration
1.5% Jul 2016$1,2500.625% Aug 2017-70$1,009.96
1.45% Aug 2016$2500.625% Aug 2017-70$1,010.31
4.575% Aug 2037$1000.625% Aug 2017-75$1,037.46
3.35% Oct 2016$1,2500.625% Aug 2017-75$1,032.17
5.375% Oct 2016$1,1000.625% Aug 2017-55$1,050.31
2.9% Jan 2017$1,4250.625% Aug 2017-55$1,031.82
5.4% Feb 2017$1,5000.625% Aug 2017-30$1,063.56
2.45% Mar 2017$5000.625% Aug 2017-25$1,026.21
1.25% May 2017$1,0000.625% Aug 2017-50$1,013.88
2.3% Apr 2017$2,0000.625% Aug 2017-35$1,027.69
5.625% Sep 2017$3,0000.625% Aug 20170$1,090.15
1.6% Nov 2017$1,0000.625% Aug 201710$1,014.32
1.625% Apr 2018$1,5001% Sep 20180$1,012.16
5.625% May 2018$4,0001% Sep 201815$1,107.49
4.7% May 2053$750$1,020.00
2.3% Jan 2019$1,0001.375% Aug 2020-5$1,023.40
3.8% Jun 2019$7001.375% Aug 202020$1,070.19
5.26% Nov 2019$751.375% Aug 202060$1,118.20
3.25% Aug 2020$2501.375% Aug 202065$1,044.87
All to be exchanged for 2016 USD new notes due April 15, 2016 with a coupon that will be set at the Eurodollar Synthetic Forward Rate from two business days after the Price Determination Date to the April 15, 2016 maturity date plus 60 bps.
For 3.8% notes due June 2019, the issuer is Issuer is GECC and formerly included LJ VP Holdings LLC (JV Penske), an affiliate of GECC, as co-issuer.
For 4.7% notes due May 2053, the price is fixed at $1,020 per $1,000 principal amount.
Total includes a $50 per $1,000 early participation payment.
USD Floating Rate (2016-2020) market value exchange for 2016 USD new notes
Old notesAmount (millions)Price
FRNs Jul 2016$695$1,010.00
FRNs Jul 2016$1,600$1,012.50
FRNs Jan 2017$2,000$1,010.00
FRNs May 2017$500$1,010.00
F-FRNs May 2017$100$1,022.50
F-FRNs Aug 2017$100$1,030.00
F-FRNs Dec 2017$100$1,012.50
FRNs Apr 2018$400$1,020.00
FRNs Jan 2019$500$1,007.50
FRNs Jan 2020$500$1,017.50
All to be exchanged for 2016 USD new notes due April 15, 2016 with a coupon that will be set at the Eurodollar Synthetic Forward Rate from two business days after the Price Determination Date to the April 15, 2016 maturity date plus 60 bps.
F-FRNs are fixed to floating-rate notes.
Total includes a $50 per $1,000 early participation payment.
Other Select USD market value exchange for 2016 USD new notes
Old notesAmount (millions)TreasurySpreadHypothetical consideration
1.25% Nov 2016$3000.625% Aug 2017-45$1,009.60
4.625% Jan 2043$7001% Sep 2018360$997.98
5.55% Jan 2026$5002% Aug 2025140$1,157.58
7.5% Aug 2035$3003% May 2045120$1,428.08
All to be exchanged for 2016 USD new notes due April 15, 2016 with a coupon that will be set at the Eurodollar Synthetic Forward Rate from two business days after the Price Determination Date to the April 15, 2016 maturity date plus 60 bps.
7.5% notes due August 2035 are subordinated notes but will be exchanged for senior notes.
Total includes a $50 per $1,000 early participation payment.
GBP market value exchange for 2016 GBP new notes
Old notesAmount (millions)GiltSpreadHypothetical consideration
6.25% Dec 2017£5001% Sep 201755£1,104.88
5.25% Dec 2028£4256% Dec 202885£1,251.28
5.625% Sept 2031£1784.75% Dec 203085£1,308.14
4.875% Sept 2037£7504.25% Mar 2036135£1,144.93
5.375% Dec 2040£4504.25% Dec 204090£1,310.44
All to be exchanged for 2016 GBP new notes due April 15, 2016 with a coupon that will be set at the 2% Gilt due Jan. 22, 2016 plus 90 bps.
4.875% notes due September 2037 are subordinated notes but will be exchanged for senior notes.
Total includes a £50 per £1,000 early participation payment.
2020/2025/2035 Market Value Exchange Offers
USD (2019-2021) market value exchange for 2020 new notes
Old notesAmount (millions)Spread over TreasuryHypothetical consideration
6% Aug 2019$2,00010$1,156.73
2.2% Jan 2020$2,00010$1,019.77
5.5% Jan 2020$2,00025$1,146.77
5.55% May 2020$1,10045$1,150.38
4.375% Sept 2020$2,15050$1,105.11
4.625% Jan 2021$2,25055$1,121.01
5.3% Feb 2021$2,00075$1,145.89
4.65% Oct 2021$3,15085$1,121.53
All to be exchanged for 2020 USD new notes due Nov. 15, 2020 with a coupon that will be set at the yield of the 1.375% Treasury due Aug. 31, 2020 plus 105 bps.
Reference Treasury is 1.375% due August 2020.
Total includes a $50 per $1,000 early participation payment.
5.3% notes due February 2021 are subordinated notes but will be exchanged for senior notes.
USD (2022-2024) market value exchange for 2025 new notes
Old notesAmount (millions)Spread over TreasuryHypothetical consideration
3.15% Sept 2022$2,00035$1,032.38
3.1% Jan 2023$2,50040$1,027.25
3.45% May 2024$1,00060$1,041.74
All to be exchanged for 2025 USD new notes due Nov. 15, 2025 with a coupon that will be set at the yield of the 2% Treasury due Aug. 15, 2025 plus 135 bps.
Reference Treasury is 2% due August 2025.
Total includes a $50 per $1,000 early participation payment.
USD (2032-2039) market value exchange for 2035 new notes
Old notesAmount (millions)Spread over TreasuryHypothetical consideration
6.75% Mar 2032$5,00075$1,353.63
6.15% Aug 2037$2,000105$1,289.10
5.875% Jan 2038$6,350105$1,252.91
6.875% Jan 2039$4,000115$1,389.42
All to be exchanged for 2035 USD new notes due Nov. 15, 2035 with a coupon that will be set at the yield of the 3% Treasury due May 15, 2045 plus 155 bps.
Reference Treasury is 3% due May 2045.
Total includes a $50 per $1,000 early participation payment.
Par for par exchange offers
Old notesAmount (millions)PriorityNew notesCash
Hybrids
F-FRN 5.5% Sept 2066£4001F-FRN 5.500% Sept 20666.25
GE Capital Trust V
F-FRN 4.625% Sept 2066€9502F-FRN 4.625% Sept 20666.25
GE Capital Trust IV
F-FRN 5.5% Sept 2067€1,5003F-FRN 5.500% Sept 20677.5
GE Capital Trust II
F-FRN 6.5% Sept 2067£6004F-FRN 6.500% Sept 20677.5
GE Capital Trust III
F-FRN 6.375% Nov 2067$2,5005F-FRN 6.375% Nov 20677.5
GE Capital Trust I
USD (2032-2039)
6.75% Mar 2032$5,00066.75% Mar 203232.5
6.15% Aug 2037$2,00076.15% Aug 203737.5
5.875% Jan 2038$6,35085.875% Jan 203837.5
6.875% Jan 2039$4,00096.875% Jan 203940
USD (2022-2024)
3.15% Sept 2022$2,000103.150% Sept 202217.5
3.1% Jan 2023$2,500113.100% Jan 202317.5
3.45% May 2024$1,000123.450% May 202420
USD (2019-2021)
6% Aug 2019$2,000136% Aug 201915
2.2% Jan 2020$2,000142.2% Jan 202015
5.5% Jan 2020$2,000155.5% Jan 202015
5.55% May 2020$1,100165.55% May 202015
4.375% Sept 2020$2,150174.375% Sept 202015
4.625% Jan 2021$2,250184.625% Jan 202115
5.3% Feb 2021$2,000195.3% Feb 202112.5
4.65% Oct 2021$3,150204.65% Oct 202115
USD FIXED-RATE (2016-2020)
1.5% Jul 2016$1,250211.5% Jul 20166.25
1.45% Aug 2016$250221.45% Aug 20166.25
4.575% Aug 2037$100234.575% Aug 20376.25
3.35% Oct 2016$1,250243.35% Oct 20166.25
5.375% Oct 2016$1,100255.375% Oct 20166.25
2.9% Jan 2017$1,425262.9% Jan 20177.5
5.4% Feb 2017$1,500275.4% Feb 20177.5
2.45% Mar 2017$500282.45% Mar 20177.5
1.25% May 2017$1,000291.25% May 20177.5
2.3% Apr 2017$2,000302.3% Apr 20177.5
5.625% Sep 2017$3,000315.625% Sep 20178.75
1.6% Nov 2017$1,000321.6% Nov 20178.75
1.625% Apr 2018$1,500331.625% Apr 20188.75
5.625% May 2018$4,000345.625% May 20188.75
4.7% May 2053$750354.7% May 20535
2.3% Jan 2019$1,000362.3% Jan 201910
3.8% Jun 2019$700373.8% Jun 201910
5.26% Nov 2019$75385.26% Nov 201912.5
3.25% Aug, 2020$250393.25% Aug 202012.5
USD FLOATING-RATE (2016-2020)
FRNs Jul 2016$69540FRNs Jul 20166.25
FRNs Jul 2016$1,60041FRNs Jul 20166.25
FRNs Jan 2017$2,00042FRNs Jan 20176.25
FRNs May 2017$50043FRNs May 20176.25
F-FRNs May 2017$10044F-FRNs May 20176.25
F-FRNs Aug 2017$10045F-FRNs Aug 20177.5
F-FRNs Dec 2017$10046F-FRNs Dec 20177.5
FRNs Apr 2018$40047FRNs Apr 20187.5
FRNs Jan 2019$50048FRNs Jan 201910
FRNs Jan 2020$50049FRNs Jan 202012.5
OTHER USD AND NON-USD
1% Jan 2016$1,400501% Jan 20166.25
5% Jan 2016$1,250515% Jan 20166.25
FRNs Jan 2016$1,00052FRNs Jan 20166.25
FRNs Jan 2016$60053FRNs Jan 20166.25
FRNs Jan 2016$1,50054FRNs Jan 20166.25
F-FRNs Feb 2016$10055F-FRNs Feb 20166.25
8.3% Feb 2016MXN1,000568.3% Feb 20166.25
4.875% Apr 2016SEK2,500574.875% Apr 20166.25
2.95% May 2016$1,500582.95% May 20166.25
FRNs May 2016$30059FRNs May 20166.25
FRNs May 2016$50060FRNs May 20166.25
FRNs Jun 2016$43061FRNs Jun 20166.25
2.185% Jun 2016₯20,000622.185% Jun 20166.25
FRNs Jun 2016$10063FRNs Jun 20166.25
FRNs Jun 2016$10064FRNs Jun 20166.25
FRNs Jun 2016NOK65065FRNs Jun 20166.25
4.5% Jun 2016NOK1,350664.5% Jun 20166.25
4.25% Aug 2016NZ$125674.25% Aug 20166.25
4.25% Sept 2016A$200684.25% Sept 20166.25
6.75% Sept 2016NZ$300696.750 Sept 20166.25
4.375% Oct 2016SEK1,000704.375% Oct 20166.25
1.250% Nov 2016$300711.25% Nov 20166.25
FRNs Nov 2016$5072FRNs Nov 20166.25
3.500% Dec 2016NOK2,000733.5% Dec 20166.25
FRNs Dec 2016$10174FRNs Dec 20166.25
FRNs Dec 2016$5075FRNs Dec 20166.25
FRNs Dec 2016$25076FRNs Dec 20166.25
5.500% Feb 2017NZ$300775.5% Feb 20176.25
3.875% Feb 2017NOK1,000783.875% Feb 20176.25
FRNs Feb 2017$50079FRNs Feb 20176.25
2.000% Feb 2017₯50,000802% Feb 20176.25
FRNs Mar 2017$25081FRNs Mar 20176.25
FRNs Mar 2017$10082FRNs Mar 20176.25
3.25% Apr 2017₯30,000833.25% Apr 20176.25
5.36% May 2017PLN240845.36% May 20176.25
4.125% May 2017MXN$1,500854.125% May 20176.25
FRNs Sept 2017€32586FRNs Sept 20177.5
6.25% Dec 2017£500876.25% Dec 20177.5
2.625% Jan 2018SEK2,700882.625% Jan 20187.5
FRNs Jan 2018SEK2,30089FRNs Jan 20187.5
4.25% Jan 2018NZ$600904.250% Jan 20187.5
4.625% Jan 2043$700914.625% Jan 20437.5
FRNs Feb 2018$10292FRNs Feb 20187.5
3 % Feb 2018NOK1,300933.000% Feb 20187.5
8.5% Apr 2018MXN3,250948.500% Apr 201812.5
4.21% Apr 2018HK$550954.210% Apr 20187.5
8.87% Jun 2018MXN2,500968.870% Jun 201812.5
4.93% Jun 2018HK$400974.930% Jun 20187.5
FRNs Aug 2018$30098FRNs Aug 20187.5
FRNs Dec 2018$10099FRNs Dec 20187.5
FRNs Jul 2019SEK1,100100FRNs Jul 201910
3.25% Jul 2019SEK5001013.250% Jul 201910
6.25% Sept 2020£2001026.250% Sept 202015
5.5% Jun 2021£3601035.500% Jun 202115
6.31% Oct 2021NOK5001046.310% Oct 202115
8.35% Sept 2022MXN3,1201058.350% Sept 202222.5
4.5351% Aug 2023HK$4001064.5351% Aug 202317.5
FRNs May 2024$175.50107FRNs May 202420
5.55% Jan 2026$5001085.550% Jan 202620
FRNs May 2026$950109FRNs May 202620
3.75% Apr 2028$501103.750% Apr 202820
5.25% Dec 2028£4251115.250% Dec 202825
3.856% Jun 20301501123.856% Jun 203020
5.625% Sept 2031£1781135.625% Sept 203120
7.5% Aug 2035$3001147.500% Aug 203515
4.125% Sept 2035€ 7501154.125% Sept 203535
FRNs Aug 2036$300116FRNs Aug 203630
FRNs Nov 2045$50117FRNs Nov 204530
FRNs Dec 2046$79118FRNs Dec 204630
4.875% Sept 2037£7501194.875% Sept 203715
FRNs Nov 2047$162120FRNs Nov 204730
5.375% Dec 2040£4501215.375% Dec 204037.5
FRNs Dec 2053$67.50122FRNs Dec 205330
FRNs Dec 2054$78.50123FRNs Dec 205430
All to be exchanged for notes with identical maturity and, for fixed-rate notes, interest rate or, for floaters, method of calculating the interest rate.
Cash amount is per 1,000 principal amount in the relevant currency.
Total includes a 50 per 1,000 early participation payment in the relevant currency.
The hybrids, the 5.3% notes due February 2021, the 7.5% notes due August 2035, the 4.125% notes due September 2035 and the 4.875% notes due September 2037 are all subordinated notes but will be exchanged for senior notes. The 7.5% notes due August 2035, the 4.125% notes due September 2035 already have a senior guarantee from GE.
For the 3.8% notes due June 2019, the issuer is GECC and formerly included LJ VP Holdings LLC (JV Penske), an affiliate of GECC, as co-issuer.
F-FRNs are fixed to floating-rate notes.

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