GE gives results of tender offers for dollar, sterling, euro notes

By Sarah Lizee

Olympia, Wash., April 21 – GE announced the results of its offers to purchase for cash any and all of the dollar-, euro- and sterling-denominated notes from four series originally issued by General Electric Capital Corp. (GECC), and assumed by GE, and subsidiaries GE Capital International Funding Co. Unlimited Co. (formerly GE Capital International Funding Co.), GE Capital European Funding Unlimited Co. (formerly GE Capital European Funding) or GE Capital UK Funding Unlimited Co. (formerly GE Capital UK Funding); and any and all of the dollar- and euro-denominated notes from five series originally issued by GE.

As previously reported, GE offered to purchase the following GECC notes, listed with the total consideration per $1,000, €1,000 or £1,000 principal amount, as applicable:

• €1 billion 2.25% notes due July 20, 2020 (ISIN: XS0954025267) issued by GE Capital European at €1,005.00;

• $1,267,000,000 4.375% notes due Sept. 16, 2020 (Cusip: 36962G4R2) issued by GECC at $1,010.00;

• £500 million 5.875% notes due Nov. 4, 2020 (ISIN: XS0463588052) issued by GE Capital UK at £1,027.50; and

• $6,107,000,000 2.342% notes due Nov. 15, 2020 (Cusips: 36164NFF7, 36164PFF2, 36164QMS4) issued by GE Capital International at $1,002.50.

By the expiration time, 5 p.m. ET on April 20, €574,915,000 of the 2.25% notes, $459,257,000 of the 4.375% notes, £404,392,000 of the 5.875% notes and $3,857,253,000 of the 2.342% notes were tendered.

In the second set of offers, GE offered to purchase the following five series of its notes, listed in order of acceptance priority and with the total consideration per $1,000, €1,000 or £1,000 principal amount, as applicable:

• $3 billion 2.7% notes due Oct. 9, 2022 (Cusip: 369604BD4) at $1,027.50;

• €1.75 billion 0.375% notes due May 17, 2022 (Cusip: 369604BR3) at €983.75;

• €1,191,000,000 1.25% notes due May 26, 2023 (Cusip: 369604BK8) at €988.75;

• $750 million 3.375% notes due March 11, 2024 (Cusip: 369604BG7) at $1,033.75; and

• €650 million floating-rate notes due May 28, 2020 (Cusip: 369604BJ1) at €1,000.

By the expiration time, $2,045,841,000 of the 2.7% notes, €933,617,000 of the 0.375% notes, €424,543,000 of the 1.25% notes, $311,815,000 of the 3.375% notes and €376,055,000 of the floating-rate notes were tendered for purchase.

GE said it has accepted for purchase all GECC notes validly tendered at or prior to the expiration date, amounting to about $5.5 billion in principal amount of GECC notes.

In addition, GE has accepted for purchase and expects to pay for all GE notes validly tendered at or prior to the expiration date, amounting to about $4.2 billion in principal amount of GE notes.

Also, $1,148,000 GECC notes and $5,651,000 of GE notes were tendered under guaranteed delivery procedures. Acceptance of those notes remains subject to the valid delivery at or prior to 5 p.m. ET on April 22.

None of the offers is conditioned on completion of any of the other offers, and each offer otherwise operates independently from the other offers. In addition, none of the offers is conditioned on any minimum amount of notes being tendered.

The offers for any and all of the GECC notes will be funded by cash on hand, including a portion of the proceeds of the sale of GE’s biopharma business completed on March 31, and are not subject to a financing condition.

The offers for the GE notes, on the other hand, are conditioned on the completion of an offering by GE of new notes with stated maturities occurring after March 11, 2024.

In the event the proceeds from the new offering are insufficient to fund the purchase of GE notes of a particular series tendered after taking into account GE notes of each series accepted for purchase with a higher acceptance priority level, then no GE notes of that series or any series having a lower acceptance priority level will be accepted for purchase.

BofA Securities, Inc. (888 292-0070 or 704 999-4067 or Merrill Lynch International at +44 20 7996 5420), J.P. Morgan Securities LLC (866 834-4666 or 212 834-3424 or J.P. Morgan Securities plc at +44 20 7134 2468) and Morgan Stanley & Co. LLC (800 624-1808 or 212 761-1057 or Morgan Stanley & Co. International plc at +44 20 7677 5040) are lead dealer managers for the offers.

BNP Paribas Securities Corp., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Mizuho Securities USA LLC and SMBC Nikko Securities America, Inc. are co-managers.

D.F. King (800 499-8541, 212 269-5550, +44 20 7920 9700, or ge@dfkingltd.com, http://www.dfking.com/ge) is the information and tender agent.

GE is a Boston-based conglomerate.

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