GE Announces Expiration and Results of its Debt Tender Offers

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for all Pool 2 Notes (after funding the aggregate Total Consideration for any and all validly tendered and not validly withdrawn Pool 2 Notes of each series having a higher Acceptance Priority Level) tendered in the applicable Offer, not exceeding $1,400,000,000 (or the as-converted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.

*    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 [email protected].  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 [email protected].  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.