GE (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 Table I below (the “Notes”), originally issued either by,
as applicable, General Electric Capital Corporation (and assumed by
GE), or by 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 to purchase with respect to each
series of Notes are being referred to herein as 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 May 6, 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: Notes Subject to the
Offers
Title of Security
Security Identifier(s)
Acceptance Priority Level
(1)
Applicable Maturity
Date
Principal Amount Previously
Outstanding (millions)
Principal Amount Tendered
(2)
Percent of Outstanding
Tendered (2)
Total Consideration
(3)
4.625% Notes due 2021†
CUSIP: 36962G4Y7
ISIN: US36962G4Y78
1
January 7, 2021
$1,214
$799,879,000
65.88%
$1,025.00
5.300% Notes due 2021†
CUSIP: 369622SM8
ISIN: US369622SM84
2
February 11, 2021
$1,167
$610,792,000
52.35%
$1,033.75
Floating Rate Notes due
2021*††
CUSIP: —
ISIN: XS0254356057
3
May 17, 2021
€1,000
€611,875,000
61.19%
€1,000.00
4.650% Notes due 2021†
CUSIP: 36962G5J9
ISIN: US36962G5J92
4
October 17, 2021
$1,506
$949,557,000
63.04%
$1,052.50
4.350% Notes due 2021*††
CUSIP: —
ISIN: XS0273570241
5
November 3, 2021
€550
€279,813,000
50.88%
€1,062.50
0.800% Notes due 2022*††
CUSIP: —
ISIN: XS1169353254
6
January 21, 2022
€1,000
€686,630,000
68.66%
€1,012.50
3.150% Notes due 2022†
CUSIP: 36962G6F6
ISIN: US36962G6F61
7
September 7, 2022
$1,086
$524,973,000
48.36%
$1,045.00
5.980% Notes due 2022*††
CUSIP: —
ISIN: XS0388392259
8
September 16, 2022
€100
€0
0.00%
€1,122.50
3.100% Notes due 2023†
CUSIP: 36962G6S8
ISIN: US36962G6S82
9
January 9, 2023
$1,318
$769,702,000
58.42%
$1,045.00
2.625% Notes due 2023*††
CUSIP: —
ISIN: XS0874840845
10
March 15, 2023
€1,000
€588,000,000
58.80%
€1,062.50
Floating Rate Notes due 2023†
CUSIP: 36966THT2
ISIN: US36966THT25
11
March 15, 2023
$615
$335,619,000
54.57%
$980.00
Floating Rate Notes due 2023†
CUSIP: 36966TJA1
ISIN: US36966TJA16
12
April 15, 2023
$300
$127,716,000
42.59%
$980.00
5.125% Notes due 2023*†††
CUSIP: —
ISIN: XS0254673964
13
May 24, 2023
£175
£123,142,000
70.26%
£1,100.00
4.125% Notes due 2023*†††
CUSIP: —
ISIN: XS0971723233
14
September 13, 2023
£550
£380,813,000
69.24%
£1,075.00
*
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)
In the event the gross proceeds from the New Offering (as
defined herein) are insufficient to fund any and all of the Notes
of a particular series validly tendered and not validly withdrawn
(after taking into account Notes of each series accepted for
purchase with a higher Acceptance Priority Level) (such series of
Notes, the “Non-Covered Notes”), then no Notes of such series will
be accepted for purchase. However, a series of Notes, if any,
having a lower Acceptance Priority Level will be accepted for
purchase, so long as the amount of gross proceeds from the New
Offering is equal to or greater than the Total Consideration
necessary to purchase all validly tendered and not validly
withdrawn Notes of such series (excluding the applicable Accrued
Coupon Payment), plus the Total Consideration necessary to purchase
all validly tendered and not validly withdrawn Notes of all series
having a higher Acceptance Priority Level than such series of
Notes, other than any Non-Covered Notes (in each case, excluding
the applicable Accrued Coupon Payment), as further provided in the
Offer to Purchase, until there is no series of Notes with a lower
Acceptance Priority Level to be considered for purchase for which
the Financing Condition (as defined herein) is met. It is
possible that any series of Notes with any Acceptance Priority
Level will fail to meet the Financing Condition and therefore will
not be accepted for purchase even if one or more series with a
lower Acceptance Priority Level is accepted for purchase. If
any series of Notes is accepted for purchase under the Offers, all
Notes of that series that are validly tendered and not validly
withdrawn will be accepted for purchase. As a result, no
series of Notes accepted for purchase will be prorated. For
more details, see “Description of the Offers—Conditions to the
Offers” in the Offer to Purchase.
(2)
Not including (i) $1,086,000 in aggregate principal amount
of the 4.625% Notes due 2021, (ii) $676,000 in aggregate
principal amount of the 5.300% Notes due 2021, (iii) $808,000
in aggregate principal amount of the 4.650% Notes due 2021,
(iv) $456,000 in aggregate principal amount of the 3.150%
Notes due 2022, (v) $1,697,000 in aggregate principal amount
of the 3.100% Notes due 2023, and (vi) $150,000 in aggregate
principal amount of the Floating Rate Notes due 2023 (CUSIP:
36966THT2 / ISIN: US36966THT25), 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 May 18, 2020.
(3)
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 May 14, 2020
(the “Expiration Date”). As previously announced, the Offers were
conditioned on the successful completion of the New Offering by GE
Capital Funding, LLC, a subsidiary of GE, sufficient to fund the
aggregate Total Consideration (but excluding Accrued Coupon
Payment) for all Notes of such series (after funding the aggregate
Total Consideration (but excluding the applicable Accrued Coupon
Payment) for all validly tendered and not validly withdrawn Notes
of each series having a higher Acceptance Priority Level) tendered
in the applicable Offer, subject to the provisions in the Offer to
Purchase (the “Financing Condition”). On May 6, 2020, GE Capital
Funding, LLC priced its New Offering of notes in an aggregate
principal amount expected to result in gross proceeds of
$4,497,811,500. Because the gross proceeds from the New Offering
are insufficient to fund any and all of the Notes of the series
with Acceptance Priority Level equal to 7 that have been validly
tendered and not validly withdrawn (after taking into account Notes
of each series accepted for purchase with a higher Acceptance
Priority Level), no series of Notes having an Acceptance Priority
Level equal to or lower than 7 (except for the series of Notes with
Acceptance Priority Level 12 and 13, pursuant to the terms of the
Offer to Purchase), will be accepted for purchase. Settlement of
the New Offering is expected to occur on May 18, 2020.
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 series of Notes with
Acceptance Priority Level 1-6, and the series of Notes with
Acceptance Priority Level 12 and 13, in each case, 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. dollars of
approximately $4.4 billion in aggregate principal amount of
Notes).
$4,873,000 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 May 18,
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 May 19, 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 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., Merrill Lynch International, Citigroup
Global Markets Inc., Citigroup Global Markets Limited, Credit
Suisse Securities (USA) LLC, Credit Suisse Securities (Europe)
Limited, Goldman Sachs & Co. LLC and Goldman Sachs
International acted as the Lead Dealer Managers, and Deutsche Bank
Securities Inc., HSBC Bank plc, HSBC Securities (USA) 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, Inc. at +1 (888)
292-0070 (toll free), +1 (704) 999-4067 (collect), to Merrill Lynch
International at +44 20 7996 5420, to Citigroup Global Markets Inc.
at +1 (800) 558-3745 (toll free), +1 (212) 723-6106 (collect), to
Citigroup Global Markets Limited at +44 20 7986 8969, to Credit
Suisse Securities (USA) LLC at +1 (800) 820-1653 (toll free), +1
(347) 610-2604 (collect), to Credit Suisse Securities (Europe)
Limited at +44 207 883 8763, to Goldman Sachs & Co. LLC at +1
(800) 828-3182 (toll-free), +1 (212) 902-6351, or to Goldman Sachs
International at +44 20 7552 6157.
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 ge@dfkingltd.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 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 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. 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 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; 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’ 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 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
March 31, 2020 filed with the SEC on April 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) rises to the challenge of building a world that
works. For more than 125 years, GE has invented the future of
industry, and today the company’s dedicated team, leading
technology, and global reach and capabilities help the world work
more efficiently, reliably, and safely. GE’s people are diverse and
dedicated, operating with the highest level of integrity and focus
to fulfill GE’s mission and deliver for its customers.
www.ge.com.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200515005281/en/
GE Investor Steve Winoker, 617.443.3400
swinoker@ge.com
GE Media Mary Kate Mullaney, 202.304.6514
marykate.nevin@ge.com
GE Aerospace (NYSE:GE)
Gráfica de Acción Histórica
De Mar 2024 a Abr 2024
GE Aerospace (NYSE:GE)
Gráfica de Acción Histórica
De Abr 2023 a Abr 2024