GE launches debt tender offers for up to $23 billion of notes

Chicago, Nov. 10 – General Electric Co. launched a debt tender offer for up to $23 billion of notes with proceeds from the recently closed AerCap Gecas transaction, according to a press release.

The tender offer is separated into three pools of notes, with caps for each pool.

Total considerations throughout are based on par of $1,000, £1,000 or €1,000 principal amount of such series.

Pool one

In the first pool, GE is offering to buy up to $7 billion principal amount of notes from 19 securities.

Listed by acceptance priority level with the considerations being offered, those securities are the:

• €252,151,000 outstanding 0.8% notes due Jan. 21, 2022 issued by GE Capital European Funding Co. (ISIN: XS1169353254) for €1,003.00;

• €816,383,000 outstanding 0.375% notes due May 17, 2022 (ISIN: XS1612542669) for €1,003.75;

• $620,076,000 outstanding 3.15% notes due Sept. 7, 2022 issued by General Electric Capital Corp. (Cusip: 36962G6F6) to be priced using the 0.125% U.S. Treasury due Aug. 31, 2022 plus 22 basis points;

• €100 million outstanding 5.98% notes due Sept. 16, 2022 issued by GE Capital European Funding Co. (ISIN: XS0388392259) for €1,051.25;

• $752,538,000 outstanding 2.7% notes due Oct. 9, 2022 (Cusip: 369604BD4) to be priced using the 0.125% U.S. Treasury due Sept. 30, 2022 plus 20 bps;

• $690,982,000 outstanding 3.1% notes due Jan. 9, 2023 issued by General Electric Capital Corp. (Cusip: 36962G6S8) to be priced using the 0.125% U.S. Treasury due Dec. 31, 2022 plus 30 bps;

• $437,642,000 outstanding floating-rate notes due March 15, 2023 issued by General Electric Capital Corp. (Cusip: 36966THT2) for $1,011.25;

• €543,097,000 outstanding 2.625% notes due March 15, 2023 issued by GE Capital European Funding Co. (ISIN: XS0874840845) to be priced using the March 2023 interpolated rate minus 5 bps;

• $152,470,000 outstanding floating-rate notes due April 15, 2023 issued by General Electric Capital Corp. (Cusip: 36966TJA1) for $1,010;

• €766,050,000 outstanding 1.25% notes due May 26, 2023 (ISIN: XS1238901166) to be priced using the May 2023 interpolated rate plus 5 bps;

• £550 million outstanding 4.125% notes due Sept. 13, 2023 issued by GE Capital UK Funding Unlimited Co. (ISIN: XS0971723233) to be priced using the U.K. Treasury due Sept. 7, 2023 plus 44 bps;

• $437,778,000 outstanding 3.375% notes due March 11, 2024 (Cusip: 369604BG7) to be priced using the 0.75% U.S. Treasury due Nov. 15, 2024 with no additional spread;

• $157,632,000 outstanding floating-rate notes due May 13, 2024 (Cusip: 36962GL36) for par;

• $527,570,000 outstanding 3.45% notes due May 15, 2024 issued by General Electric Capital Corp. (Cusip: 36962G7K4) to be priced using the 0.75% U.S. Treasury due Nov. 15, 2024 with no additional spread;

• $1.35 billion outstanding 3.45% notes due May 15, 2025 issued by GE Capital Funding, LLC (Cusip: 36166NAG8) to be priced using the 1.125% U.S. Treasury due Oct. 31, 2026 plus 22 bps;

• €2 billion outstanding 0.875% notes due May 17, 2025 (ISIN: XS1612542826) to be priced using the May 2025 interpolated rate plus 9 bps;

• $1,979,425,000 outstanding 3.373% notes due Nov. 15, 2025 issued by GE Capital International Funding Co. Unlimited Co. (Cusips: 36164NFG5, 36164PFG0, 36164Q6M5) to be priced using the 1.125% U.S. Treasury due Oct. 31, 2026 plus 2 bps;

• $494,725,000 outstanding 5.55% notes due Jan. 5, 2026 issued by General Electric Capital Corp. (Cusip: 36962GT95) to be priced using the 1.125% U.S. Treasury due Oct. 31, 2026 plus 10 bps; and the

• $925 million outstanding floating-rate notes due May 5, 2026 issued by General Electric Capital Corp. (Cusip: 36962GW75) for $998.75.

Pool two

GE will buy up to $7.5 billion from the second pool of securities.

The company is offering to buy notes at the following prices, listed again in acceptance priority order:

• €600 million outstanding 4.625% notes due Feb. 22, 2027 issued by GE Capital European Funding Co. (ISIN: XS0288429532) to be priced using the February 2027 interpolated rate plus 19 bps;

• $1 billion outstanding 3.45% notes due May 1, 2027 (Cusip: 369604BV4) to be priced using the 1.125% U.S. Treasury due Oct. 31, 2026 plus 49 bps;

• $1 billion outstanding 4.05% notes due May 15, 2027 issued by GE Capital Funding, LLC (Cusip: 36166NAH6) to be priced using the 1.125% U.S. Treasury due Oct. 31, 2026 plus 54 bps;

• €875,937,000 outstanding 1.875% notes due May 28, 2027 (ISIN: XS1238902057) to be priced using the May 2027 interpolated rate plus 22 bps;

• $100 million outstanding 7.5% notes due Dec. 1, 2027 issued by Security Capital Group Inc. as successor to SUSA Partnership, LP (Cusip: 869049AE6) to be priced using the 1.125% U.S. Treasury due Oct. 31, 2026 plus 50 bps;

• $200 million outstanding 7.7% notes due June 15, 2028 issued by Security Capital Group Inc. (Cusip: 81413PAG0) to be priced using the 1.375% U.S. Treasury due Nov. 15, 2031 plus 20 bps;

• £315,119,000 outstanding 5.25% notes due Dec. 7, 2028 issued by General Electric Capital Corp. (ISIN: XS0096298822) to be priced using the 6% U.K. Treasury due Dec. 7, 2028 plus 79 bps;

• €1,465,943,000 outstanding 1.5% notes due May 17, 2029 (ISIN: XS1612543121) to be priced using the May 2029 interpolated rate plus 42 bps;

• €108 million outstanding floating-rate notes due June 29, 2029 issued by GE Capital European Funding Co. (ISIN: XS0223460592) for €977.50;

• $1.25 billion outstanding 3.625% notes due May 1, 2030 (Cusip: 369604BW2) to be priced using the 1.375% U.S. Treasury due Nov. 15, 2031 plus 36 bps;

• $2.9 billion outstanding 4.4% notes due May 15, 2030 issued by GE Capital Funding, LLC (Cusip: 36166NAJ2) to be priced using the 1.375% U.S. Treasury due Nov. 15, 2031 plus 41 bps;

• £129,058,000 outstanding 5.625% notes due Sept. 16, 2031 issued by General Electric Capital Corp. (ISIN: XS0154681737) to be priced using the 0.25% U.K. Treasury due July 31, 2031 plus 105 bps;

• $2,969,071,000 outstanding 6.75% notes due March 15, 2032 issued by General Electric Capital Corp. (Cusip: 36962GXZ2) to be priced using the 1.375% U.S. Treasury due Nov. 15, 2031 plus 73 bps;

• $750 million outstanding 4.55% notes due May 15, 2032 issued by GE Capital Funding, LLC (Cusip: 36166NAK9) to be priced using the 1.375% U.S. Treasury due Nov. 15, 2031 plus 60 bps;

• €290 million outstanding 3.65% notes due Aug. 23, 2032 issued by GE Capital European Funding Co. (ISIN: XS0816246077) to be priced using the August 2032 interpolated rate plus 75 bps;

• £650 million outstanding 5.875% notes due Jan. 18, 2033 issued by GE Capital UK Funding Unlimited Co. (ISIN: XS0340495216) to be priced using the 0.875% U.K. Treasury due July 31, 2033 plus 98 bps;

• $210,896,000 outstanding 7.5% notes due Aug. 21, 2035 issued by General Electric Capital Services, Inc. (Cusip: 36959CAA6) to be priced using the 1.375% U.S. Treasury due Nov. 15, 2031 plus 85 bps;

• €750 million outstanding 4.125% notes due Sept. 19, 2035 issued by General Electric Capital Corp. (ISIN: XS0229567440) to be priced using the September 2035 interpolated rate plus 73 bps; and the

• $285,787,000 outstanding floating-rate notes due Aug. 15, 2036 issued by General Electric Capital Corp. (Cusip: 36962GX74) for $925.

Pool three

In the third pool, GE is offering to buy notes from 15 series for a maximum amount of $8.5 billion.

The series, listed by acceptance priority level, with the considerations that will be offered or the basis for those considerations are the:

• €1,007,514,000 outstanding 2.125% notes due May 17, 2037 issued by General Electric Capital Corp. (ISIN: XS1612543394) to be priced using the May 2037 interpolated rate plus 77 bps;

• $385,211,000 outstanding 6.15% notes due Aug. 7, 2037 issued by General Electric Capital Corp. (Cusip: 36962G3A0) to be priced using the 1.75% U.S. Treasury due Aug. 15, 2041 plus 70 bps;

• £512,623,000 outstanding 4.875% notes due Sept. 18, 2037 issued by General Electric Capital Corp. (ISIN: XS0229561831) to be priced using the 1.75% U.K. Treasury due Sept. 7, 2037 plus 150 bps;

• $1,530,219,000 outstanding 5.875% notes due Jan. 14, 2038 issued by General Electric Capital Corp. (Cusip: 36962G3P7) to be priced using the 1.75% U.S. Treasury due Aug. 15, 2041 plus 71 bps;

• €650 million outstanding 6.025% notes due March 1, 2038 issued by GE Capital European Funding Co. (ISIN: XS0350890470) to be priced using the March 2038 interpolated rate plus 76 bps;

• £23,100,000 outstanding floating-rate notes due March 5, 2038 issued by GE Capital UK Funding Unlimited Co. (ISIN: XS0357179273) for £1,027.50;

• £267,204,000 outstanding 6.25% notes due May 5, 2038 issued by GE Capital UK Funding Unlimited Co. (ISIN: XS0361336356) to be priced using the 4.75% U.K. Treasury due Dec. 7, 2038 plus 106 bps;

• $1,197,804,000 outstanding 6.875% notes due Jan. 10, 2039 issued by General Electric Capital Corp. (Cusip: 36962G4B7) to be priced using the 1.75% U.S. Treasury due Aug. 15, 2041 plus 75 bps;

• £650 million outstanding 8% notes due Jan. 14, 2039 issued by GE Capital UK Funding Unlimited Co. (ISIN: XS0408304995) to be priced using the 4.25% U.K. Treasury due Sept. 7, 2039 plus 109 bps;

• $748,493,000 outstanding 4.25% notes due May 1, 2040 (Cusip: 369604BX0) to be priced using the 1.75% U.S. Treasury due Aug. 15, 2041 plus 65 bps;

• £350,086,000 outstanding 5.375% notes due Dec. 18, 2042 issued by General Electric Capital Corp. (ISIN: XS0182703743) to be priced using the 4.25% U.K. Treasury due Dec. 7, 2040 plus 111 bps;

• $478,687,000 outstanding 4.125% notes due Oct. 9, 2042 (ISIN: US369604BF92) to be priced using the 1.75% U.S. Treasury due Aug. 15, 2041 plus 75 bps;

• $689,918,000 outstanding 4.5% notes due March 11, 2044 (Cusip: 369604BH5) to be priced using the 1.75% U.S. Treasury due Aug. 15, 2041 plus 75 bps;

• $1,276,624,000 outstanding 4.35% notes due May 1, 2050 (Cusip: 369604BY8) to be priced using the 2% U.S. Treasury due Aug. 15, 2051 plus 75 bps; and the

• $11,464,668,000 outstanding 4.418% notes due Nov. 15, 2035 issued by GE Capital International Funding Co. Unlimited Co. (Cusips: 36164NFH3, 36164PFH8, 36164QNA2) to be priced using the 1.375% U.S. Treasury due Nov. 15, 2031 plus 75 bps.

Early participation and pricing

There is an early participation amount which is €50, $50, or £50 depending on the denomination of the series.

That amount will be deducted from the total consideration for noteholders who participate in the offer after the early deadline.

The early participation amount is associated with the early participation date at 5 p.m. ET on Nov. 24.

Nov. 24 at 5 p.m. ET is also the withdrawal date.

Pricing will be determined at 10 a.m. ET on Nov. 29.

Early payment will be made on Dec. 1.

Details

The final expiration time is 11:59 p.m. ET on Dec. 9.

The final payment date will be Dec. 14.

Tenders may be prorated.

Questions regarding the tender offers should be directed to: BofA Securities (888 292-0070, 980 287-6959 or 980 388-0539), to Merrill Lynch International (+44 20 7996 5420), J.P. Morgan Securities LLC (866 834-4666, 212 834-4045, +44 20 7134 2468), to Deutsche Bank Securities Inc. at (866 627-0391, 212 250-2955), to Deutsche Bank AG, London Branch (+44 20 7545 8011) or to Morgan Stanley & Co. LLC at (800 624-1808, +212 761-1057).

BofA, Merrill Lynch and J.P. Morgan are the global coordinators and lead dealer managers.

Deutsche Bank and Morgan Stanley are the lead dealer managers.

BNP Paribas Securities Corp., HSBC Securities (USA) Inc., Mizuho Securities USA LLC and SMBC Nikko Securities America, Inc. are the senior co-dealer managers.

Academy Securities, Inc., R. Seelaus & Co., LLC, Samuel A. Ramirez & Company, Inc. and Siebert Williams Shank & Co., LLC are the co-dealer managers.

D.F. King & Co., Inc is the information and tender agent for the offer (800 755-7250, 212 269-5550, +44 20 7920 9700, ge@dfking.com, http://www.dfking.com/ge).

GE is based in Boston.

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