General Electric prices upsized tender offer for about $25 billion notes

By Wendy Van Sickle

Columbus, Ohio, Nov. 29 – General Electric Co. announced the pricing of its upsized tender offer for about $25 billion of notes, according to a press release.

The offer was upsized from $23 billion originally.

The upsized purchase amount is less than the $33.3 billion principal amount of securities tendered in the offer.

The company launched the tender offer with the proceeds from its recently closed AerCap Gecas transaction.

The early participation date was 5 p.m. ET on Nov. 24.

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

Pool one

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

The company has decided to buy all of the notes tendered for the first 18 of the 19 securities. The company will prorate tenders from the last series, with a proration factor of 5.73%.

The company received tenders for, and will accept, the following amounts of notes, with total considerations based on par of $1,000, £1,000 or €1,000 principal amount:

• All of the €32,454,000 tendered of 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;

• All of the €359,341,000 tendered of the €816,383,000 outstanding 0.375% notes due May 17, 2022 (ISIN: XS1612542669) for €1,003.75;

• All of the $87,791,000 tendered of the $620,076,000 outstanding 3.15% notes due Sept. 7, 2022 issued by General Electric Capital Corp. (Cusip: 36962G6F6) for $1,021.13, priced using the 0.125% U.S. Treasury due Aug. 31, 2022 plus 22 basis points;

• No notes were tendered for the €100 million outstanding 5.98% notes due Sept. 16, 2022 issued by GE Capital European Funding (ISIN: XS0388392259) for €1,051.25;

• All of the $85,354,000 tendered of the $752,538,000 outstanding 2.7% notes due Oct. 9, 2022 (Cusip: 369604BD4) for $1,019.86, priced using the 0.125% U.S. Treasury due Sept. 30, 2022 plus 20 bps;

• All of the $79.99 million tendered of the $690,982,000 outstanding 3.1% notes due Jan. 9, 2023 issued by General Electric Capital (Cusip: 36962G6S8) for $1,028.05, priced using the 0.125% U.S. Treasury due Dec. 31, 2022 plus 30 bps;

• All of the $150,713,000 tendered of the $437,642,000 outstanding floating-rate notes due March 15, 2023 issued by General Electric Capital (Cusip: 36966THT2) for $1,011.25;

• All of the €111,281,000 tendered of the €543,097,000 outstanding 2.625% notes due March 15, 2023 issued by GE Capital European Funding (ISIN: XS0874840845) for €1,040.57, priced using the March 2023 interpolated rate minus 5 bps;

• All of the $37,038,000 tendered of the $152.47 million outstanding floating-rate notes due April 15, 2023 issued by General Electric Capital (Cusip: 36966TJA1) for $1,010;

• All of the €384,304,000 tendered of the €766.05 million outstanding 1.25% notes due May 26, 2023 (ISIN: XS1238901166) for €1,024.40, priced using the May 2023 interpolated rate plus 5 bps;

• All of the £219,141,000 tendered of the £550 million outstanding 4.125% notes due Sept. 13, 2023 issued by GE Capital UK Funding Unlimited Co. (ISIN: XS0971723233)for £1,056.50, priced using the U.K. Treasury due Sept. 7, 2023 plus 44 bps;

• All of the $305.77 million tendered of the $437,778,000 outstanding 3.375% notes due March 11, 2024 (Cusip: 369604BG7) for $1,056.86, priced using the 0.75% U.S. Treasury due Nov. 15, 2024 with no additional spread;

• All of the $63,609,000 tendered of the $157,632,000 outstanding floating-rate notes due May 13, 2024 (Cusip: 36962GL36) for par;

• All of the $335,792,000 tendered of the $527.57 million outstanding 3.45% notes due May 15, 2024 issued by General Electric Capital (Cusip: 36962G7K4) for $1,063.07, priced using the 0.75% U.S. Treasury due Nov. 15, 2024 with no additional spread;

• All of the $1,052,566,000 tendered of the $1.35 billion outstanding 3.45% notes due May 15, 2025 issued by GE Capital Funding, LLC (Cusip: 36166NAG8) for $1,067.55, priced using the 1.125% U.S. Treasury due Oct. 31, 2026 plus 22 bps;

• All of the €1,227,178,000 tendered of the €2 billion outstanding 0.875% notes due May 17, 2025 (ISIN: XS1612542826) for €1,034.78, priced using the May 2025 interpolated rate plus 9 bps;

• All of the $1,657,486,000 tendered of the $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) for $1,082.12, priced using the 1.125% U.S. Treasury due Oct. 31, 2026 plus 2 bps;

• All of the $459,136,000 tendered of the $494,725,000 outstanding 5.55% notes due Jan. 5, 2026 issued by General Electric Capital (Cusip: 36962GT95) for $1,168.09, priced using the 1.125% U.S. Treasury due Oct. 31, 2026 plus 10 bps; and the

• $23,313,000 accepted of the $412,011,000 tendered of the $925 million outstanding floating-rate notes due May 5, 2026 issued by General Electric Capital (Cusip: 36962GW75) for $998.75.

Pool two

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

The company raised the acceptance amount to $7.95 billion.

This allows GE to accept all of the tendered notes from the first 12 securities in the second pool.

The 13th series will be prorated with a factor of 46.12%. And, no tendered notes will be accepted from the series listed after that series in the second pool.

The company received tenders for, and will accept, the following amounts of notes, with total considerations based on par of $1,000, £1,000 or €1,000 principal amount:

• All of the €320.2 million tendered of the €600 million outstanding 4.625% notes due Feb. 22, 2027 issued by GE Capital European Funding (ISIN: XS0288429532) for €1,263.51, priced using the February 2027 interpolated rate plus 19 bps;

• All of the $820,063,000 tendered of the $1 billion outstanding 3.45% notes due May 1, 2027 (Cusip: 369604BV4) for $1,089.70, priced using the 1.125% U.S. Treasury due Oct. 31, 2026 plus 49 bps;

• All of the $872,004,000 tendered of the $1 billion outstanding 4.05% notes due May 15, 2027 issued by GE Capital Funding (Cusip: 36166NAH6) for $1,118.67, priced using the 1.125% U.S. Treasury due Oct. 31, 2026 plus 54 bps;

• All of the €409,036,000 tendered of the €875,937,000 outstanding 1.875% notes due May 28, 2027 (ISIN: XS1238902057) for €1,095.12, priced using the May 2027 interpolated rate plus 22 bps;

• All of the $18,893,000 tendered of the $100 million outstanding 7.5% notes due Dec. 1, 2027 issued by Security Capital Group Inc. as successor to SUSA Partnership, LP (Cusip: 869049AE6) for $1,328.23, priced using the 1.125% U.S. Treasury due Oct. 31, 2026 plus 50 bps;

• All of the $56,621,000 tendered of the $200 million outstanding 7.7% notes due June 15, 2028 issued by Security Capital Group (Cusip: 81413PAG0) for $1,365.37, priced using the 1.375% U.S. Treasury due Nov. 15, 2031 plus 20 bps;

• All of the £217,673,000 tendered of the £315,119,000 outstanding 5.25% notes due Dec. 7, 2028 issued by General Electric Capital (ISIN: XS0096298822) for £1,249.01, priced using the 6% U.K. Treasury due Dec. 7, 2028 plus 79 bps;

• All of the €496,827,000 tendered of the €1,465,943,000 outstanding 1.5% notes due May 17, 2029 (ISIN: XS1612543121) for €1,076.98, priced using the May 2029 interpolated rate plus 42 bps;

• All of the €3,589,000 tendered of the €108 million outstanding floating-rate notes due June 29, 2029 issued by GE Capital European Funding (ISIN: XS0223460592) for €977.50;

• All of the $1,052,345,000 tendered of the $1.25 billion outstanding 3.625% notes due May 1, 2030 (Cusip: 369604BW2) for $1,131.91, priced using the 1.375% U.S. Treasury due Nov. 15, 2031 plus 36 bps;

• All of the $2,796,520,000 tendered of the $2.9 billion outstanding 4.4% notes due May 15, 2030 issued by GE Capital Funding (Cusip: 36166NAJ2) for $1,188.41, priced using the 1.375% U.S. Treasury due Nov. 15, 2031 plus 41 bps;

• All of the £111,494,000 tendered of the £129,058,000 outstanding 5.625% notes due Sept. 16, 2031 issued by General Electric Capital (ISIN: XS0154681737) for £1,324.16, priced using the 0.25% U.K. Treasury due July 31, 2031 plus 105 bps;

• $516,808,000 accepted of the $1,123,314,000 tendered of the $2,969,071,000 outstanding 6.75% notes due March 15, 2032 issued by General Electric Capital (Cusip: 36962GXZ2) for $1,406.72, priced using the 1.375% U.S. Treasury due Nov. 15, 2031 plus 73 bps;

• None of the $726,615,000 tendered of the $750 million outstanding 4.55% notes due May 15, 2032 issued by GE Capital Funding (Cusip: 36166NAK9) for $1,222.60 priced using the 1.375% U.S. Treasury due Nov. 15, 2031 plus 60 bps;

•None of the €133,823,000 tendered of the €290 million outstanding 3.65% notes due Aug. 23, 2032 issued by GE Capital European Funding (ISIN: XS0816246077);

• None of the £491.73 million tendered of the £650 million outstanding 5.875% notes due Jan. 18, 2033 issued by GE Capital UK Funding Unlimited (ISIN: XS0340495216);

• None of the $108,728,000 tendered of the $210,896,000 outstanding 7.5% notes due Aug. 21, 2035 issued by General Electric Capital Services, Inc. (Cusip: 36959CAA6);

• None of the €341,811,000 tendered of the €750 million outstanding 4.125% notes due Sept. 19, 2035 issued by General Electric Capital (ISIN: XS0229567440); and

• None of the $238,611,000 tendered of the $285,787,000 outstanding floating-rate notes due Aug. 15, 2036 issued by General Electric Capital (Cusip: 36962GX74).

Pool three

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

The company upsized the offer for the pool and will accept $10.05 billion of the notes.

The upsizing allows the company to accept all of the notes from the first 14 series.

The 15th series will be prorated with a 45.99% factor.

The series, listed by acceptance priority level, with the total considerations based on par of $1,000, £1,000 or €1,000 principal amount, are:

• All of the €447,284,000 tendered of the €1,007,514,000 outstanding 2.125% notes due May 17, 2037 issued by General Electric Capital (ISIN: XS1612543394) for €1,138.69, priced using the May 2037 interpolated rate plus 77 bps;

• All of the $126,865,000 tendered of the $385,211,000 outstanding 6.15% notes due Aug. 7, 2037 issued by General Electric Capital (Cusip: 36962G3A0) for $1,442.37, priced using the 1.75% U.S. Treasury due Aug. 15, 2041 plus 70 bps;

• All of the £280,986,000 tendered of the £512,623,000 outstanding 4.875% notes due Sept. 18, 2037 issued by General Electric Capital (ISIN: XS0229561831) for £1,292.23, priced using the 1.75% U.K. Treasury due Sept. 7, 2037 plus 150 bps;

• All of the $676,771,000 tendered of the $1,530,219,000 outstanding 5.875% notes due Jan. 14, 2038 issued by General Electric Capital (Cusip: 36962G3P7) for $1,414.81, priced using the 1.75% U.S. Treasury due Aug. 15, 2041 plus 71 bps;

• All of the €165,303,000 tendered of the €650 million outstanding 6.025% notes due March 1, 2038 issued by GE Capital European Funding Co. (ISIN: XS0350890470) for €1,719.86, priced using the March 2038 interpolated rate plus 76 bps;

• All of the £23.1 million tendered of the £23.1 million outstanding floating-rate notes due March 5, 2038 issued by GE Capital UK Funding Unlimited (ISIN: XS0357179273) for £1,027.50;

• All of the £203,594,000 tendered of the £267,204,000 outstanding 6.25% notes due May 5, 2038 issued by GE Capital UK Funding Unlimited (ISIN: XS0361336356) for £1,570.42, priced using the 4.75% U.K. Treasury due Dec. 7, 2038 plus 106 bps;

• All of the $465,579,000 tendered of the $1,197,804,000 outstanding 6.875% notes due Jan. 10, 2039 issued by General Electric Capital (Cusip: 36962G4B7) for $1,562.25, priced using the 1.75% U.S. Treasury due Aug. 15, 2041 plus 75 bps;

• All of the £546,206,000 tendered of the £650 million outstanding 8% notes due Jan. 14, 2039 issued by GE Capital UK Funding Unlimited (ISIN: XS0408304995) for £1,829.29, priced using the 4.25% U.K. Treasury due Sept. 7, 2039 plus 109 bps;

• All of the $229,083,000 tendered of the $748,493,000 outstanding 4.25% notes due May 1, 2040 (Cusip: 369604BX0) for $1,235.75, priced using the 1.75% U.S. Treasury due Aug. 15, 2041 plus 65 bps;

• All of the £280,498,000 tendered of the £350,086,000 outstanding 5.375% notes due Dec. 18, 2042 issued by General Electric Capital (ISIN: XS0182703743) for £1,490.48, priced using the 4.25% U.K. Treasury due Dec. 7, 2040 plus 111 bps;

• All of the $229,083,000 tendered of the $478,687,000 outstanding 4.125% notes due Oct. 9, 2042 (ISIN: US369604BF92) for $1,221.22, priced using the 1.75% U.S. Treasury due Aug. 15, 2041 plus 75 bps;

• All of the $229,083,000 tendered of the $689,918,000 outstanding 4.5% notes due March 11, 2044 (Cusip: 369604BH5) for $1,294.52, priced using the 1.75% U.S. Treasury due Aug. 15, 2041 plus 75 bps;

• All of the $807,758,000 tendered of the $1,276,624,000 outstanding 4.35% notes due May 1, 2050 (Cusip: 369604BY8) for $1,336.44, priced using the 2% U.S. Treasury due Aug. 15, 2051 plus 75 bps; and

• $4,501,750,000 accepted of the $9,590,443,000 tendered of the $11,464,668,000 outstanding 4.418% notes due Nov. 15, 2035 issued by GE Capital International Funding Co. Unlimited (Cusips: 36164NFH3, 36164PFH8, 36164QNA2) for $1,250.24, priced using the 1.375% U.S. Treasury due Nov. 15, 2031 plus 75 bps.

Early participation, pricing

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

That amount was to be deducted from the total consideration for noteholders who participated in the offer after the early deadline.

Pricing was 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.

However, tenders by the early deadline exceeded the maximum purchase amount. Therefore, GE will not accept any more tenders of any of the notes.

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. (866 627-0391, 212 250-2955), to Deutsche Bank AG, London Branch (+44 20 7545 8011) or to Morgan Stanley & Co. LLC (800 624-1808, 212 761-1057).

BofA, Merrill Lynch and JPMorgan 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 & Co., Inc. and Siebert Williams Shank & Co., LLC are the co-dealer managers.

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

GE is based in Boston.

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