GE Announces Expiration and Results of its Offers to Purchase
Any and All of Certain of its Outstanding U.S. Dollar Denominated,
Euro Denominated and GBP Denominated Notes (Listed on Table I and
Table II Below), originally issued by certain of its
subsidiaries
- GE will accept for purchase approximately $2.17 billion
(U.S. Dollar equivalent) in GE Capital debt securities, as listed
in the tables below, and the offer has now expired
- Represents continued actions to improve GE’s financial
position and accelerate its transformation
- Including scheduled maturities in the fourth quarter, GE
will reduce debt by approximately $16.6 billion in 2020—including
approximately $9.6 billion in GE Industrial debt and approximately
$7 billion in GE Capital debt—and by approximately $30 billion
since the beginning of 2019
- GE continues to maintain elevated liquidity amid an
uncertain environment and remains committed to reducing leverage
over time
General Electric Company (NYSE:GE) today announced the
expiration and results of its previously announced Offers to
purchase for cash any and all of the U.S. Dollar Denominated, Euro
Denominated and GBP Denominated Notes listed on (i) Table I below
(the “Pool 1 Notes”) and (ii) Table II below (the “Pool 2 Notes”
and, together with the Pool 1 Notes, the “Notes”), each originally
issued by, as applicable, General Electric Capital Corporation (and
assumed by GE), 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”).
The Offers for the Pool 2 Notes were conditioned on the
aggregate Total Consideration for all Pool 2 Notes (after funding
the aggregate Total Consideration for any and all validly tendered
and not validly withdrawn Pool 2 Notes of each series having a
higher Acceptance Priority Level) tendered in the applicable Offer,
not exceeding $1,400,000,000 (or the as-converted equivalent, if
applicable, as converted on the basis set forth in the Offer to
Purchase), subject to the provisions set forth in the Offer to
Purchase (the “Pool 2 Total Purchase Price Condition”).
The offers to purchase with respect to each series of Notes are
being referred to herein as the “Offers” and each, an “Offer.” The
Notes denominated in U.S. dollars are referred to herein as “Dollar
Notes,” Notes denominated in Euros are referred to herein as “Euro
Notes” and Notes denominated in Sterling are referred to herein as
“Sterling Notes.”
Each Offer was made upon the terms and subject to the conditions
set forth in the offer to purchase, dated December 11, 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.
Table I: Pool 1 Notes Subject
to the Offers
Title of Security
Security Identifier(s)
Applicable Maturity
Date
Principal Amount
Previously
Outstanding
Principal Amount
Tendered (1)
Percent of
Outstanding
Tendered
Total
Consideration (2)
4.625% Notes due 2021†
CUSIP:
36962G4Y7
ISIN:
US36962G4Y78
January 7, 2021
$413,441,000
$79,924,000
19.33%
$1,002.85
5.300% Notes due 2021†
CUSIP:
369622SM8
ISIN:
US369622SM84
February 11, 2021
$555,499,000
$74,140,000
13.35%
$1,008.12
Floating Rate Notes due
2021*††
CUSIP: —
ISIN:
XS0254356057
May 17, 2021
€388,125,000
€75,608,000
19.48%
€1,002.00
4.650% Notes due 2021†
CUSIP:
36962G5J9
ISIN:
US36962G5J92
October 17, 2021
$555,970,000
$86,621,000
15.58%
$1,037.50
4.350% Notes due 2021*††
CUSIP: —
ISIN:
XS0273570241
November 3, 2021
€270,187,000
€45,993,000
17.02%
€1,043.75
0.800% Notes due 2022*††
CUSIP: —
ISIN:
XS1169353254
January 21, 2022
€313,370,000
€61,219,000
19.54%
€1,013.75
3.150% Notes due 2022†
CUSIP:
36962G6F6
ISIN:
US36962G6F61
September 7, 2022
$1,085,619,000
$408,913,000
37.67%
$1,048.75
5.980% Notes due 2022*††
CUSIP: —
ISIN:
XS0388392259
September 16, 2022
€100,000,000
—
0.00%
€1,106.25
Table II: Pool 2 Notes Subject
to the Offers
Title of Security
Security Identifier(s)
Acceptance
Priority Level
Applicable Maturity
Date
Principal Amount
Previously
Outstanding
Principal Amount
Tendered (1)
Percent of
Outstanding
Tendered
Total
Consideration (2)
Floating Rate Notes due 2023†
CUSIP:
36966THT2
ISIN:
US36966THT25
1
March 15, 2023
$614,975,000
$177,247,000
28.82%
$1,011.25
Floating Rate Notes due 2023†
CUSIP:
36966TJA1
ISIN:
US36966TJA16
2
April 15, 2023
$172,101,000
$19,614,000
11.40%
$1,011.25
2.625% Notes due 2023*††
CUSIP: —
ISIN:
XS0874840845
3
March 15, 2023
€1,000,000,000
€456,903,000
45.69%
€1,068.75
3.100% Notes due 2023†
CUSIP:
36962G6S8
ISIN:
US36962G6S82
4
January 9, 2023
$1,317,584,000
$551,093,000
41.83%
$1,056.25
4.125% Notes due 2023*†††
CUSIP: —
ISIN:
XS0971723233
5
September 13, 2023
£550,000,000
£225,014,000
40.91%
£1,102.50
*
Admitted to trading on the London Stock
Exchange.
†
Originally issued by General Electric
Capital Corporation and assumed by General Electric Company.
††
Issued by GE Capital European Funding
Unlimited Company (formerly known as GE Capital European
Funding).
†††
Issued by GE Capital UK Funding Unlimited
Company (formerly known as GE Capital UK Funding).
(1)
Not including (i) $510,000 in
aggregate principal amount of the 4.625% Notes due 2021, (ii)
$55,000 in aggregate principal amount of the 5.300% Notes due 2021,
(iii) $617,000 in aggregate principal amount of the 4.650% Notes
due 2021, (iv) $2,334,000 in aggregate principal amount of the
3.150% Notes due 2022, (v) $182,000 in aggregate principal amount
of the Floating Rate Notes due 2023 (CUSIP: 36966THT2 / ISIN:
US36966THT25), (vi) $17,000 in aggregate principal amount of the
Floating Rate Notes due 2023 (CUSIP: 36966TJA1 / ISIN:
US36966TJA16), and (vii) $946,000 in aggregate principal amount of
the 3.100% Notes due 2023, each 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 December 21, 2020.
(2)
Per $1,000, €1,000 or £1,000
principal amount of Notes, as applicable.
The Offers expired at 5:00 p.m. (Eastern time) on December 17,
2020. All Pool 1 Notes validly tendered and not validly withdrawn
in the applicable Offer have been accepted for purchase. As
previously announced, the Offers for the Pool 2 Notes were
conditioned on the Pool 2 Total Purchase Price Condition. Because
the aggregate Total Consideration (but excluding the applicable
Accrued Coupon Payment) for the series of Pool 2 Notes with
Acceptance Priority Level 5 validly tendered and not validly
withdrawn in the applicable Offer (after funding the aggregate
Total Consideration (but excluding the applicable Accrued Coupon
Payment) for any and all validly tendered and not validly withdrawn
Pool 2 Notes of each series having Acceptance Priority Levels 1
through 4) did exceed $1,400,000,000 (or the applicable
as-converted equivalent, as converted on the basis set forth in the
Offer to Purchase), no series of Pool 2 Notes having an Acceptance
Priority Level 5 has been accepted for purchase.
GE has accepted for purchase, and expects to pay for, all series
of Pool 1 Notes and all series of Pool 2 Notes having Acceptance
Priority Levels 1 through 4, in each case validly tendered (and not
validly withdrawn) at or prior to the Expiration Date as set forth
on Table I and Table II above (an equivalent in U.S. dollars of
approximately $2.17 billion in aggregate principal amount of
Notes).
$4,661,000 in aggregate principal amount of 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 December
21, 2020 (the “Guaranteed Delivery Date”) of such Notes and
corresponding documentation, pursuant to the terms and subject to
the conditions set forth in the Offer to Purchase.
Holders of Notes that have been accepted for purchase will
receive, on December 22, 2020, the applicable Total Consideration
set forth on Table I and Table II above for each $1,000 or €1,000
principal amount of Notes, as applicable, which will be payable in
cash. 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., Merrill Lynch International, J.P. Morgan
Securities LLC and J.P. Morgan Securities plc acted as the Lead
Dealer Managers, and CastleOak Securities, L.P., R. Seelaus &
Co., LLC and Siebert Williams Shank & Co., LLC 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, Inc. at +1 (704)
999-4067 (collect), to 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 to J.P. Morgan Securities
plc at +44 20 7134 2468 8969.
D.F. King & Co., Inc. was appointed the information agent
with respect to the Offers for Dollar Notes (the “Dollar Notes
Information Agent”) and the tender agent with respect to the Offers
for Dollar Notes (the “Dollar Notes Tender Agent”). Lucid Issuer
Services Limited was appointed the information agent with respect
to the Offers for Euro Notes and Sterling Notes (the “Euro and
Sterling Notes Information Agent” and, together with the Dollar
Notes Information Agent, the “Information Agents” and each an
“Information Agent”) and the tender agent with respect to the
Offers for Euro Notes and Sterling Notes (the “Euro and Sterling
Notes Tender Agent” and, together with the Dollar Notes Tender
Agent, the “Tender Agents” and each a “Tender Agent”). Questions or
requests for assistance in connection with the Offers for the
Dollar Notes or for additional copies of the Tender Offer
Documents, may be directed to the Dollar Notes Information Agent
and the Dollar Notes Tender Agent at +1 (877) 478-5040 (toll free)
or +1 (212) 269-5550 (collect), or via e-mail at ge@dfking.com.
Questions or requests for assistance in connection with the Offers
for the Euro Notes or the Sterling Notes or for additional copies
of the Tender Offer Documents, may be directed to the Euro and
Sterling Notes Information Agent and the Euro and Sterling Notes
Tender Agent at +44 207 704 0880 or via e-mail at ge@lucid-is.com.
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 Notice of Guaranteed Delivery, together with any
updates, are available from the applicable Information Agent and
the applicable Tender Agent, as set forth below, and are available
via the Offer Website: http://www.dfking.com/ge.
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 applicable Information Agent
and Tender Agent, the corresponding contact details for whom are
set out above. Significant delays may be experienced where notices
are delivered to the Clearing Systems and Holders are urged to
contact the applicable Information Agent and Tender Agent for the
relevant announcements relating to the Offers. In addition, all
documentation relating to the Offer to Purchase, together with any
updates, will be available via the Offer Website:
http://www.dfking.com/ge.
General
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 Agents and the Tender Agents 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, falling within
Article 49(2)(a) to (e) of the Financial Promotion Order (such
persons together being “relevant persons”).
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 Holder participating in the Offers has given certain
representations in respect of the jurisdictions referred to above
and generally as set out in the Offer to Purchase. Any tender of
Notes pursuant to the Offers from a Holder that is unable to make
these representations shall not be accepted. Each of GE, the Dealer
Managers, the Information Agents and the Tender Agents 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 the expected timing,
size or other terms of the Offers; our ability to complete the
Offers; 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; 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, of businesses’ and governments’
responses to the pandemic and of individual factors such as
aviation passenger confidence on our operations and personnel, and
on commercial activity and demand across our and our customers’
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, natural gas and other
commodity prices and exchange rates, and the impact of such changes
and volatility on our financial position and businesses; 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, including through GE Capital
Aviation Services to the aviation sector and adverse impacts
related to COVID-19; 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 sanctions, tariffs or
other trade tensions between the U.S. and China or other countries,
and related impacts on our businesses’ global supply chains and
strategies; 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, Securities and Exchange Commission
(“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 our Annual Report on
Form 10-K for the year ended December 31, 2019, filed with the SEC
on February 24, 2020, and under Part II, Item 1A, of our Quarterly
Report on Form 10-Q for the quarter ended June 30, 2020, filed with
the SEC on July 29, 2020, 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.
About GE
GE (NYSE:GE) drives the world forward by tackling its biggest
challenges. By combining world-class engineering with software and
analytics, GE helps the world work more efficiently, reliably, and
safely. For more than 125 years, GE has invented the future of
industry, and today it leads new paradigms in additive
manufacturing, materials science, and data analytics. GE people are
global, diverse and dedicated, operating with the highest integrity
and passion to fulfill GE’s mission and deliver for our
customers.
GE’s Investor Relations website at www.ge.com/investor and our
corporate blog at www.ge.com/reports and @GE_Reports on Twitter, as
well as GE’s Facebook page and Twitter accounts, contain a
significant amount of information about GE, including financial and
other information for investors. GE encourages investors to visit
these websites from time to time, as information is updated and new
information is posted.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20201218005326/en/
GE Investor Contact Steve Winoker, 617.443.3400
swinoker@ge.com
GE Media Contact Mary Kate Mullaney, 202.304.6514
marykate.nevin@ge.com
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