GE Announces Expiration and Results of its Debt Tender Offers
BOSTON – April 21, 2020 – GE (NYSE:GE) today announced the expiration and results of its previously announced offers to purchase for cash: (1) any and all of the U.S. Dollar Denominated, Euro Denominated and GBP Denominated Notes listed on Table I below (the “GECC Notes”), originally issued by, as applicable, General Electric Capital Corporation (“GECC”) (and assumed by GE), GE Capital International Funding Company Unlimited Company (formerly GE Capital International Funding Company), GE Capital European Funding Unlimited Company (formerly GE Capital European Funding) or GE Capital UK Funding Unlimited Company (formerly GE Capital UK Funding) (collectively, the “Subsidiary Issuers”), and (2) any and all of the U.S. Dollar Denominated and Euro Denominated Notes listed on Table II below (the “GE Notes”), originally issued by GE. The GECC Notes and the GE Notes are referred to collectively herein as the “Notes” and such offers to purchase with respect to each Offer, the “Offers” and each, an “Offer.” Each Offer was made upon the terms and subject to the conditions set forth in the offer to purchase, dated April 13, 2020 (as may be amended or supplemented from time to time, the “Offer to Purchase”), and its accompanying notice of guaranteed delivery (the “Notice of Guaranteed Delivery” and, together with the Offer to Purchase, the “Tender Offer Documents”). Capitalized terms used but not defined in this announcement have the meanings given to them in the Offer to Purchase.
* Admitted to trading on the London Stock Exchange.
** Admitted to trading on the Regulated Market of the Luxembourg Stock Exchange.
*** Admitted to trading on the Global Exchange Market of Euronext Dublin.
**** Listed on the New York Stock Exchange.
† Issued by GE Capital European Funding Unlimited Company (formerly known as GE Capital European Funding).
†† Originally issued by General Electric Capital Corporation and assumed by General Electric Company.
††† Issued by GE Capital UK Funding Unlimited Company (formerly known as GE Capital UK Funding).
†††† Issued by GE Capital International Funding Company Unlimited Company (formerly known as GE Capital International Funding Company).
(1) Per $1,000, €1,000 or £1,000 principal amount of Notes.
(2) The Offers for the GECC Notes are not subject to any Financing Condition (as described in the Offer to Purchase). In the event the gross proceeds from the New Offering are insufficient to fund any and all of the GE Notes of a particular series validly tendered and not validly withdrawn (after taking into account GE Notes of each series accepted for purchase with a higher Acceptance Priority Level), then no GE Notes of such series or any series of GE Notes having a lower Acceptance Priority Level will be accepted for purchase, in accordance with the Acceptance Priority Levels set forth under “Description of the Offers—Conditions to the Offers—Financing Condition” in the Offer to Purchase, so long as the amount of gross proceeds from the New Offering is equal to or greater than the aggregate Total Consideration (but excluding the applicable Accrued Coupon Payment) for all GE Notes of each series validly tendered and not validly withdrawn and each series of GE Notes having a higher Acceptance Priority Level as further provided in the Offer to Purchase. If the Financing Condition is not satisfied for a particular series of GE Notes, then no GE Notes of such series or any series of GE Notes having a lower Acceptance Priority Level will be accepted for purchase. For more details, see “Description of the Offers—Conditions to the Offers” in the Offer to Purchase.
(3) Not including (i) $598,000 in aggregate principal amount of the 4.375% Notes due 2020, (ii) $550,000 in aggregate principal amount of the 2.342% Notes due 2020, (iii) $688,000 in aggregate principal amount of the 2.700% Notes due 2022, and (iv) $4,963,000 in aggregate principal amount of the 3.375% Notes due 2024 tendered pursuant to the Guaranteed Delivery Procedures (as defined in the Offer to Purchase), for which delivery of such Notes must be made by 5:00 p.m. (Eastern time), on April 22, 2020.
The Offers expired at 5:00 p.m. (Eastern time) on April 20, 2020 (the “Expiration Date”) and have not been extended with respect to any Offer. As previously announced, the Offers for the GE Notes were conditioned on the successful completion of the New Offering (as defined in the Offer to Purchase) (the “Financing Condition”). On April 13, 2020, GE priced its New Offering of notes in an aggregate principal amount expected to result gross proceeds of $6 billion in connection with the New Offering. Settlement of the New Offering is expected to occur on April 22, 2020.
GE has accepted for purchase all GECC Notes validly tendered (and not validly withdrawn) at or prior to the Expiration Date as set forth on Table I above (an equivalent in U.S. dollar of approximately $5.5 billion in aggregate principal amount of GECC Notes). In addition, based on the aggregate principal amount of gross proceeds of the New Offering, GE has accepted for purchase and expects to pay for (following settlement of the New Offering) all GE Notes validly tendered (and not validly withdrawn) at or prior to the Expiration Date as set forth on Table II above (an equivalent in U.S. dollars of approximately $4.2 billion in aggregate principal amount of GE Notes).
$1,148,000 in aggregate principal amount of GECC Notes and $5,651,000 in aggregate principal amount of GE Notes were tendered pursuant to the Guaranteed Delivery Procedures (as defined in the Offer to Purchase). Acceptance of such Notes remains subject to the valid delivery, at or prior to 5:00 p.m. (Eastern time) on April 22, 2020 (the “Guaranteed Delivery Date”), of such Notes and corresponding documentation, pursuant to the terms and subject to the conditions under the Offer to Purchase.
Holders of Notes that have been accepted for purchase will receive, on April 23, 2020 (the “Settlement Date”), the applicable Total Consideration for each $1,000, €1,000 or £1,000 principal amount of Notes, as applicable, as set forth on Table I and Table II above, and accrued and unpaid interest from the last coupon payment date up to, but excluding, the Settlement Date, in cash following settlement of the New Offering. GE is authorized to accept and pay for, on behalf of each Subsidiary Issuer, all validly tendered and not validly withdrawn Notes issued by Subsidiary Issuers that are accepted for purchase by GE.
BofA Securities, Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC acted as the Lead Dealer Managers, and BNP Paribas Securities Corp., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Mizuho Securities USA LLC and SMBC Nikko Securities America, Inc. acted as Co-Managers, in connection with the Offers (collectively, the “Dealer Managers”). Questions regarding terms and conditions of the Offers should be directed to BofA Securities at +1 (888) 292-0070 (toll free), +1 (704) 999-4067 (collect), or Merrill Lynch International at +44 20 7996 5420, to J.P. Morgan Securities LLC at +1 (866) 834-4666 (toll free), +1 (212) 834-3424 (collect), or J.P. Morgan Securities plc at +44 20 7134 2468, or to Morgan Stanley & Co. LLC at +1 (800) 624-1808 (toll free), +1 (212) 761-1057 (collect), or Morgan Stanley & Co. International plc at +44 207 677 5040.
D.F. King was appointed information agent and tender agent (the “Information Agent and Tender Agent”) in connection with the Offers. Questions or requests for assistance in connection with the Offers, or for additional copies of the Tender Offer Documents, may be directed to the Information Agent and Tender Agent at +1 (800) 499-8541 (toll free), +1 (212) 269-5550 (collect), or +44 20 7920 9700 (collect), or via e-mail at firstname.lastname@example.org. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offers. All documentation relating to the Offers, including the Offer to Purchase and the Notice of Guaranteed Delivery, together with any updates, are available from the Information Agent and the Tender Agent, as set forth below, and are also available via the Offer Website: http://www.dfking.com/ge.
GE reserves the right, in its sole discretion, not to extend, re-open, withdraw or terminate any Offer and to amend or waive any of the terms and conditions of any Offer in any manner, subject to applicable laws and regulations.
Holders are advised to read carefully the Offer to Purchase for full details of and information on the procedures for participating in the Offer, as applicable.
Unless stated otherwise, announcements in connection with the Offers will be made available on GE’s website at www.genewsroom.com. Such announcements may also be made by (i) the issue of a press release and (ii) the delivery of notices to the Clearing Systems for communication to Direct Participants. Copies of all such announcements, press releases and notices can also be obtained from the Information Agent and Tender Agent, the contact details for whom are set out below. Significant delays may be experienced where notices are delivered to the Clearing Systems and Holders are urged to contact the Information Agent and Tender Agent for the relevant announcements relating to the Offers.
This announcement is for informational purposes only. This announcement is not an offer to purchase or a solicitation of an offer to purchase any Notes or any other securities of GE or any of its subsidiaries. The Offers were made solely pursuant to the Offer to Purchase. The Offers were not made to Holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Offers to be made by a licensed broker or dealer, the Offers will be deemed to have been made on behalf of GE by the dealer managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
No action has been or will be taken in any jurisdiction that would permit the possession, circulation or distribution of either this announcement, the Offer to Purchase or any material relating to us, the Subsidiary Issuers or the Notes in any jurisdiction where action for that purpose is required. Accordingly, neither this announcement, the Offer to Purchase nor any other offering material or advertisements in connection with the Offers may be distributed or published, in or from any such country or jurisdiction, except in compliance with any applicable rules or regulations of any such country or jurisdiction.
The distribution of this announcement and the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Offer to Purchase comes are required by us, the Subsidiary Issuers, the Dealer Managers, the Information Agent and Tender Agent to inform themselves about, and to observe, any such restrictions.
This communication has not been approved by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”). Accordingly, this communication is not being directed at persons within the United Kingdom save in circumstances where section 21(1) of the FSMA does not apply.
In particular, this communication is only addressed to and directed at: (A) in any Member State of the European Economic Area that has implemented the Prospectus Directive (as defined below), qualified investors in that Member State within the meaning of the Prospectus Directive and (B) (i) persons that are outside the United Kingdom or (ii) persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”)) or within Article 43 of the Financial Promotion Order, or to other persons to whom it may otherwise lawfully be communicated by virtue of an exemption to Section 21(1) of the FSMA or otherwise in circumstance where it does not apply (such persons together being “relevant persons”). For purposes of the foregoing, the “Prospectus Directive” means the Prospectus Directive 2003/71/EC, as amended, including pursuant to Directive 2010/73/EU.
Neither this announcement nor the Offer to Purchase, or the electronic transmission thereof, constitutes an offer to sell or buy Notes, as applicable, in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer or solicitation under applicable securities laws or otherwise. The distribution of this announcement in certain jurisdictions may be restricted by law. In those jurisdictions where the securities, blue sky or other laws require the Offers to be made by a licensed broker or dealer and the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offers shall be deemed to be made by the Dealer Managers or such affiliate (as the case may be) on behalf of GE in such jurisdiction.
Each of GE, the Dealer Managers, the Tender Agent and Information Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Notes pursuant to the Offers, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result GE determines (for any reason) that such representation is not correct, such tender shall not be accepted.
Special Note Regarding Forward-Looking Statements
This announcement contains “forward-looking statements”—that is, statements related to future, not past, events. In this context, forward-looking statements often address our expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “estimate,” “forecast,” “target,” “preliminary,” or “range.” Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about our ability to complete the Offers or the New Offering; the potential impacts of the COVID-19 pandemic on our business operations, financial results and financial position and on the world economy; our expected financial performance, including cash flows, revenues, organic growth, margins, earnings and earnings per share; macroeconomic and market conditions and volatility; planned and potential business or asset dispositions; our de-leveraging plans, including leverage ratios and targets, the timing and nature of actions to reduce indebtedness and our credit ratings and outlooks; GE Capital Global Holdings, LLC (“GE Capital”) and our funding and liquidity; our businesses’ cost structures and plans to reduce costs; restructuring, goodwill impairment or other financial charges; planned and potential business or asset dispositions; or tax rates.
For us, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, but are not limited to: the severity, magnitude and duration of the COVID-19 pandemic, including impacts of the pandemic and of businesses’ and governments’ responses to the pandemic on our operations and personnel, and on commercial activity and demand across our and our customers’ and suppliers’ businesses, and on global supply chains; our inability to predict the extent to which the COVID-19 pandemic and related impacts will continue to adversely impact our business operations, financial performance, results of operations, financial position, the prices of our securities and the achievement of our strategic objectives; changes in macroeconomic and market conditions and market volatility (including developments and volatility arising from the COVID-19 pandemic), including interest rates, the value of securities and other financial assets (including our equity ownership position in Baker Hughes), oil and other commodity prices and exchange rates, and the impact of such changes and volatility on our financial position; our de-leveraging and capital allocation plans, including with respect to actions to reduce our indebtedness, the timing and amount of GE dividends, organic investments, and other priorities; further downgrades of our current short- and long-term credit ratings or ratings outlooks, or changes in rating application or methodology, and the related impact on our liquidity, funding profile, costs and competitive position; GE’s liquidity and the amount and timing of our GE Industrial cash flows and earnings, which may be impacted by customer, supplier, competitive, contractual and other dynamics and conditions; GE Capital’s capital and liquidity needs, including in connection with GE Capital’s run-off insurance operations and discontinued operations; the amount and timing of required capital contributions to the insurance operations and any strategic actions that we may pursue; the impact of conditions in the financial and credit markets on GE Capital’s ability to sell financial assets; the availability and cost of funding; and GE Capital’s exposure to particular counterparties and markets; our success in executing and completing asset dispositions or other transactions, including our plan to exit our equity ownership position in Baker Hughes, the timing of closing for such transactions and the expected proceeds and benefits to GE; global economic trends, competition and geopolitical risks, including changes in the rates of investment or economic growth in key markets we serve, or an escalation of trade tensions such as those between the U.S. and China; market developments or customer actions that may affect levels of demand and the financial performance of the major industries and customers we serve, such as secular, cyclical and competitive pressures in our Power business, pricing and other pressures in the renewable energy market, levels of demand for air travel and other customer dynamics such as early aircraft retirements, conditions in key geographic markets and other shifts in the competitive landscape for our products and services; operational execution by our businesses, including our ability to improve the operations and execution of our Power and Renewable Energy businesses, and the performance of our Aviation business; changes in law, regulation or policy that may affect our businesses, such as trade policy and tariffs, regulation related to climate change and the effects of U.S. tax reform and other tax law changes; our decisions about investments in new products, services and platforms, and our ability to launch new products in a cost-effective manner; our ability to increase margins through implementation of operational changes, restructuring and other cost reduction measures; the impact of regulation and regulatory, investigative and legal proceedings and legal compliance risks, including the impact of Alstom, SEC and other investigative and legal proceedings; the impact of actual or potential failures of our products or third-party products with which our products are integrated, such as the fleet grounding of the Boeing 737 MAX and the timing of its return to service and return to delivery, and related reputational effects; the impact of potential information technology, cybersecurity or data security breaches; and the other factors that are described in “Risk Factors” in the Offer to Purchase and in GE’s Annual Report on Form 10-K for the year ended December 31, 2019, as such descriptions may be updated or amended in any future reports we file with the SEC.
These or other uncertainties may cause our actual future results to be materially different than those expressed in our forward-looking statements. Forward-looking statements speak only as of the date they were made, and we disclaim and we do not undertake any obligation to update or revise any forward-looking statement in this announcement, except as required by applicable law or regulation.
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