General Electric Capital Corporation (“GECC”) today announced that a
newly formed finance subsidiary, GE International Funding Company (the
“Issuer”), has commenced private offers to exchange (the “Exchange
Offers”) the Issuer’s new notes (collectively, the “New Notes”) for the
outstanding debt securities (collectively, the “Old Notes”) listed below
under the heading “Exchange Offers Summary Tables.”
On April 10, 2015, General Electric Company (“GE”) announced a plan to
reduce the size of its financial services businesses through the sale of
most of the assets of GECC and to focus on continued investment and
growth in GE’s industrial businesses (the “GE Capital Exit Plan”). That
announcement also noted that the GE Capital Exit Plan would involve a
merger of GECC with and into GE (the “Merger”) to assure compliance with
debt covenants as GECC exits the assets planned for disposition. The
Merger is part of a reorganization of GECC’s businesses (the
“Reorganization”) pursuant to which GE will also separate GECC’s
international and U.S. operations, and GECC’s international operations
will be consolidated under a new international holding company (“GE
Capital International Holdings”), which will have a separate capital
structure and be separately supervised. The Reorganization and Exchange
Offers are intended, among other things, to establish an international
holding company (GE Capital International Holdings) with an efficient
and simplified capital structure that is satisfactory to GECC’s
regulators, a key step in terminating the nonbank systemically important
financial institution designation for GECC. In addition, the Exchange
Offers seek to align the liabilities of GE Capital International
Holdings to its assets from a maturity profile and liquidity standpoint,
taking into consideration asset sales, and where appropriate shortening
the maturity profile of targeted liabilities.
The Issuer is a newly formed finance subsidiary of GECC, but upon the
completion of the Reorganization, the Issuer will become a subsidiary of
GE Capital International Holdings. The New Notes will be fully,
irrevocably and unconditionally guaranteed by GE, and the Old Notes are
fully, irrevocably and unconditionally guaranteed by GE and will
subsequently be assumed by GE in connection with the Merger. The New
Notes initially will also be guaranteed by GECC, and upon completion of
the Reorganization, GE Capital International Holdings will assume the
guarantee by GECC. The Exchange Offers are not conditioned on the
completion of the Reorganization.
Overview of the Exchange Offers
There are 123 series or tranches of Old Notes that may be tendered in
one or more of the Exchange Offers, in each case as set forth in the
“Exchange Offers Summary Tables” below.
The Exchange Offers include “Market Value Exchange Offers” and “Par for
Par Exchange Offers.” The Market Value Exchange Offers consist of offers
to exchange Old Notes for New Notes (“New Market Notes”) with either a
six-month (the “2016 Market Value Exchange Offers”), 5 year, 10 year or
20 year maturity (the “2020/2025/2035 Market Value Exchange Offers”). In
the Market Value Exchange Offers, the Total Exchange Consideration (as
defined below) consists of New Market Notes issued in a principal amount
and at market rates determined based on the methodology described below.
The “Par for Par Exchange Offers” consist of offers to exchange Old
Notes for New Notes (“New Par Notes”) in the same principal amount and
with the same currency, maturity, interest rates and other payment terms
as the Old Notes tendered. In the Par for Par Exchange Offers, the Total
Exchange Consideration includes an additional cash payment as specified
below for each series or tranche of Old Notes.
Each series or tranche of Old Notes may be tendered in the Par for Par
Exchange Offers. In addition, most series or tranches of Old Notes may
also be tendered in one or two of the Market Value Exchange Offers, in
each case as specified in the “Exchange Offers Summary Tables” below. As
a result, in certain cases, a series or tranche of Old Notes may be
tendered in a 2016 Market Value Exchange Offer or a Par for Par Exchange
Offer and, in certain other cases, a series or tranche of Old Notes may
be tendered in a 2016 Market Value Exchange Offer, a 2020/2025/2035
Market Value Exchange Offer or a Par for Par Exchange Offer.
For each tender of Old Notes, Eligible Holders (as defined below) must
elect a single Exchange Offer in which such Old Notes will be tendered
(i.e., the same Old Notes may not be tendered in more than one Exchange
Offer concurrently).
The Exchange Offers are subject to the following limitations:
-
The aggregate principal amount of New Notes that may be issued in the
Exchange Offers is $30 billion.
-
The aggregate principal amount of 2016 New Notes (as defined below)
that may be issued in the 2016 Market Value Exchange Offers is $15
billion (the “2016 New Notes Cap”).
-
The aggregate principal amount of New Market Notes that may be issued
in the 2020/2025/2035 Market Value Exchange Offers is $30 billion less
the aggregate principal amount of any 2016 New Notes issued in the
2016 Market Value Exchange Offers (the “2020/2025/2035 New Notes Cap”).
-
The aggregate principal amount of New Par Notes that may be issued in
the Par for Par Exchange Offers is $30 billion less the aggregate
principal amount of any New Notes issued in the Market Value Exchange
Offers (the “Par for Par Cap”).
Old Notes tendered in the Exchange Offers will be accepted in the
following order of priority:
-
first, in the 2016 Market Value Exchange Offers, on a pro rata basis
subject to the 2016 New Notes Cap;
-
second, in the 2020/2025/2035 Market Value Exchange Offers, on a pro
rata basis subject to the 2020/2025/2035 New Notes Cap; and
-
third, in the Par for Par Exchange Offers, subject to the Par for Par
Cap (in order of the Acceptance Priority Level of each series or
tranche as set forth in the “Exchange Offers Summary Tables” below).
The following table provides a summary overview of the Exchange Offers:
|
Old Notes: Currency/Maturity
|
|
Outstanding Principal
Amount (billions USD
equivalent)
|
|
→
|
|
New Notes
|
2016 Market Value Exchange Offers
(2016 New Notes
subject to cap of $15 billion)
(Tenders accepted on a pro rata basis)
|
|
USD (2019-2021)
(8 notes)
|
|
$16.7
|
|
→
|
|
New six-month fixed-rate with
same currency (the “2016 USD
New
Notes” and “2016 GBP New
Notes” and together, the “2016
New
Notes”)
|
|
USD (2022-2024)
(3 notes)
|
|
$5.5
|
|
|
|
USD Fixed-Rate (2016-2020)
(19 notes)
|
|
$22.7
|
|
|
|
USD Floating-Rate (2016-2020)
(10 notes)
|
|
$6.5
|
|
|
|
Other Select USD
(4 notes)
|
|
$1.8
|
|
|
|
GBP
(5 notes)
|
|
$3.6
|
|
|
|
Total
|
|
$56.7
|
|
|
|
|
|
2020/2025/2035 Market Value Exchange Offers
(2020 New Notes, 2025 New Notes and 2035 New Notes subject to
cap of $30 billion less principal amount of 2016 New Notes)
(Tenders accepted on a pro rata basis)
|
|
USD (2019-2021)
(8 notes)
|
|
$16.7
|
|
→
|
|
New USD 5-year fixed-rate (the
“2020 New Notes”)
|
|
USD (2022-2024)
(3 notes)
|
|
$5.5
|
|
→
|
|
New USD 10-year fixed-rate (the
“2025 New Notes”)
|
|
USD (2032-2039)
(4 notes)
|
|
$17.4
|
|
→
|
|
New USD 20-year fixed-rate (the
“2035 New Notes”)
|
|
Total
|
|
$39.5
|
|
|
|
|
Par for Par Exchange Offers
(New Par Notes subject
to cap of $30 billion less principal amount of New Market Notes)
(Tenders accepted in order of the Acceptance Priority Levels
specified in the tables below)
|
|
Hybrids
(5 notes/corresponding trust preferred securities)
|
|
$6.8
|
|
→
|
|
Same currency, interest rate and
maturity
Total Exchange Consideration
includes a cash payment specified
below
for each series or tranche
|
|
USD (2032-2039)
(4 notes)
|
|
$17.4
|
|
|
|
USD (2022-2024)
(3 notes)
|
|
$5.5
|
|
|
|
USD (2019-2021)
(8 notes)
|
|
$16.7
|
|
|
|
USD Fixed-Rate (2016-2020)
(19 notes)
|
|
$22.7
|
|
|
|
USD Floating-Rate (2016-2020)
(10 notes)
|
|
$6.5
|
|
|
Other USD and Non-USD
(including Other Select USD and GBP)
(74 notes)
|
|
$24.9
|
|
|
|
Total
|
|
$100.4
|
|
|
|
|
The Exchange Offers are being conducted by the Issuer upon the terms and
subject to the conditions set forth in a separate Offer to Exchange,
which is available only to Eligible Holders.
Exchange Offers Summary Tables
The following tables set forth certain information regarding the
Exchange Offers, including the Total Exchange Consideration (or in the
case of the Market Value Exchange Offers for 2016 New Notes, 2020 New
Notes, 2025 New Notes and 2035 New Notes issued in exchange for
fixed-rate Old Notes, the Hypothetical Total Exchange Consideration,
based on the formula set forth in the Offer to Exchange).
|
MARKET VALUE EXCHANGE OFFERS
2016 Market Value Exchange Offers
USD (2019-2021): Market Value Exchange for 2016 USD New Notes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange Offer Yield
|
|
Hypothetical Total
Exchange
Consideration(3)(4)(5)
|
|
Title of Old Notes
|
|
CUSIP Number
|
|
ISIN
|
|
Principal
Amount
Outstanding
(millions)
|
|
New Notes(1)
|
|
Reference U.S.
Treasury Security(2)
|
|
Fixed Spread
(basis points)
|
|
New Notes
|
|
6.000% Aug 2019
|
|
36962G4D3
|
|
US36962G4D32
|
|
$2,000
|
|
2016 USD New Notes
|
|
1.375% Aug 2020
|
|
+5
|
|
$1,158.73
|
|
2.200% Jan 2020
|
|
36962G7M0
|
|
US36962G7M04
|
|
$2,000
|
|
2016 USD New Notes
|
|
1.375% Aug 2020
|
|
+5
|
|
$1,021.77
|
|
5.500% Jan 2020
|
|
36962G4J0
|
|
US36962G4J02
|
|
$2,000
|
|
2016 USD New Notes
|
|
1.375% Aug 2020
|
|
+20
|
|
$1,148.95
|
|
5.550% May 2020
|
|
36962G2T0
|
|
US36962G2T02
|
|
$1,100
|
|
2016 USD New Notes
|
|
1.375% Aug 2020
|
|
+40
|
|
$1,152.71
|
|
4.375% Sept 2020
|
|
36962G4R2
|
|
US36962G4R28
|
|
$2,150
|
|
2016 USD New Notes
|
|
1.375% Aug 2020
|
|
+45
|
|
$1,107.56
|
|
4.625% Jan 2021
|
|
36962G4Y7
|
|
US36962G4Y78
|
|
$2,250
|
|
2016 USD New Notes
|
|
1.375% Aug 2020
|
|
+50
|
|
$1,123.63
|
|
5.300% Feb 2021#
|
|
369622SM8
|
|
US369622SM84
|
|
$2,000
|
|
2016 USD New Notes
|
|
1.375% Aug 2020
|
|
+70
|
|
$1,148.58
|
|
4.650% Oct 2021
|
|
36962G5J9
|
|
US36962G5J92
|
|
$3,150
|
|
2016 USD New Notes
|
|
1.375% Aug 2020
|
|
+80
|
|
$1,124.48
|
_______________
|
#
|
|
Subordinated notes. New Notes issued in exchange for the
subordinated notes will be senior obligations.
|
|
|
|
|
|
(1)
|
|
The 2016 USD New Notes will mature on April 15, 2016 and will bear
interest at the rate per annum equal to the sum of: (a) the yield of
the Eurodollar Synthetic Forward Rate from two business days after
the Price Determination Date (as defined below) to the maturity date
of the 2016 USD New Notes appearing at the Price Determination Date
on the EDSF page displayed on the Bloomberg Pricing Monitor, or any
other recognized quotation source selected by the lead dealer
managers in their sole discretion if such quotation report is not
available or manifestly erroneous, plus (b) 60 basis points, such
sum rounded to the third decimal place when expressed as a
percentage.
|
|
|
|
|
|
(2)
|
|
The reference page for the bid-side price of the Reference U.S.
Treasury Security at the Price Determination Date will be Bloomberg
Reference Page FIT1.
|
|
|
|
|
|
(3)
|
|
Per $1,000 principal amount of Old Notes accepted for exchange.
|
|
|
|
|
|
(4)
|
|
The Exchange Consideration for each $1,000 principal amount of Old
Notes tendered after the Early Participation Date and at or prior to
the Expiration Date and accepted for exchange will be New Notes in a
principal amount equal to the applicable Total Exchange
Consideration minus $50.
|
|
|
|
|
|
(5)
|
|
Represents a hypothetical pricing example in the case of fixed-rate
Old Notes tendered in exchange for 2016 USD New Notes (based on the
formula set forth in the Offer to Exchange), using for this purpose
the fixed spread for the applicable Old Notes to the yield of the
bid-side price of the Reference U.S. Treasury Security at 11:00 a.m.
(New York City time) (4:00 p.m. (London time)) on September 17,
2015. The hypothetical pricing examples above are for illustrative
purposes only. The actual consideration paid may be greater or less
than those shown in the table above depending on the bid-side price
of the applicable Reference U.S. Treasury Security as of the Price
Determination Date.
|
|
USD (2022-2024): Market Value Exchange for 2016 USD New Notes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange Offer Yield
|
|
Hypothetical Total
Exchange
Consideration(3)(4)(5)
|
|
Title of Old Notes
|
|
CUSIP
Number
|
|
ISIN
|
|
Principal
Amount
Outstanding
(millions)
|
|
New Notes(1)
|
|
Reference U.S.
Treasury Security(2)
|
|
Fixed
Spread
(basis
points)
|
|
New Notes
|
|
3.150% Sept 2022
|
|
36962G6F6
|
|
US36962G6F61
|
|
$2,000
|
|
2016 USD New Notes
|
|
2.000% Aug 2025
|
|
+30
|
|
$1,035.56
|
|
3.100% Jan 2023
|
|
36962G6S8
|
|
US36962G6S82
|
|
$2,500
|
|
2016 USD New Notes
|
|
2.000% Aug 2025
|
|
+35
|
|
$1,030.57
|
|
3.450% May 2024
|
|
36962G7K4
|
|
US36962G7K48
|
|
$1,000
|
|
2016 USD New Notes
|
|
2.000% Aug 2025
|
|
+55
|
|
$1,045.50
|
________________
|
(1)
|
|
The 2016 USD New Notes will mature on April 15, 2016 and will bear
interest at the rate per annum equal to the sum of: (a) the yield of
the Eurodollar Synthetic Forward Rate from two business days after
the Price Determination Date to the maturity date of the 2016 USD
New Notes appearing at the Price Determination Date on the EDSF page
displayed on the Bloomberg Pricing Monitor, or any other recognized
quotation source selected by the lead dealer managers in their sole
discretion if such quotation report is not available or manifestly
erroneous, plus (b) 60 basis points, such sum rounded to the third
decimal place when expressed as a percentage.
|
|
|
|
(2)
|
|
The reference page for the bid-side price of the Reference U.S.
Treasury Security at the Price Determination Date will be Bloomberg
Reference Page FIT1.
|
|
|
|
(3)
|
|
Per $1,000 principal amount of Old Notes accepted for exchange.
|
|
|
|
(4)
|
|
The Exchange Consideration for each $1,000 principal amount of Old
Notes tendered after the Early Participation Date and at or prior to
the Expiration Date and accepted for exchange will be New Notes in a
principal amount equal to the applicable Total Exchange
Consideration minus $50.
|
|
|
|
(5)
|
|
Represents a hypothetical pricing example in the case of fixed-rate
Old Notes tendered in exchange for 2016 USD New Notes (based on the
formula set forth in the Offer to Exchange), using for this purpose
the fixed spread for the applicable Old Notes to the yield of the
bid-side price of the Reference U.S. Treasury Security at 11:00 a.m.
(New York City time) (4:00 p.m. (London time)) on September 17,
2015. The hypothetical pricing examples above are for illustrative
purposes only. The actual consideration paid may be greater or less
than those shown in the table above depending on the bid-side price
of the applicable Reference U.S. Treasury Security as of the Price
Determination Date.
|
|
USD Fixed-Rate (2016-2020): Market Value Exchange for 2016
USD New Notes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange Offer Yield
|
|
(Hypothetical) Total
Exchange
Consideration(3)(4)(5
)
|
|
Title of Old Notes
|
|
CUSIP Number
|
|
ISIN
|
|
Principal
Amount
Outstanding
(millions)
|
|
New Notes(1)
|
|
Reference U.S. Treasury
Security(2)
|
|
Fixed
Spread
(basis
points)
|
|
New Notes
|
|
1.500% Jul 2016
|
|
36962G6Z2
|
|
US36962G6Z26
|
|
$1,250
|
|
2016 USD New Notes
|
|
0.625% Aug 2017
|
|
-70
|
|
$1,009.96
|
|
1.450% Aug 2016
|
|
36962G7B4
|
|
US36962G7B49
|
|
$250
|
|
2016 USD New Notes
|
|
0.625% Aug 2017
|
|
-70
|
|
$1,010.31
|
|
4.575% Aug 2037
|
|
36962G6E9
|
|
US36962G6E96
|
|
$100
|
|
2016 USD New Notes
|
|
0.625% Aug 2017
|
|
-75
|
|
$1,037.46
|
|
3.350% Oct 2016
|
|
36962G5H3
|
|
US36962G5H37
|
|
$1,250
|
|
2016 USD New Notes
|
|
0.625% Aug 2017
|
|
-75
|
|
$1,032.17
|
|
5.375% Oct 2016
|
|
36962GY40
|
|
US36962GY402
|
|
$1,100
|
|
2016 USD New Notes
|
|
0.625% Aug 2017
|
|
-55
|
|
$1,050.31
|
|
2.900% Jan 2017
|
|
36962G5N0
|
|
US36962G5N05
|
|
$1,425
|
|
2016 USD New Notes
|
|
0.625% Aug 2017
|
|
-55
|
|
$1,031.82
|
|
5.400% Feb 2017
|
|
36962G2G8
|
|
US36962G2G80
|
|
$1,500
|
|
2016 USD New Notes
|
|
0.625% Aug 2017
|
|
-30
|
|
$1,063.56
|
|
2.450% Mar 2017
|
|
36962G5S9
|
|
US36962G5S91
|
|
$500
|
|
2016 USD New Notes
|
|
0.625% Aug 2017
|
|
-25
|
|
$1,026.21
|
|
1.250% May 2017
|
|
36962G7J7
|
|
US36962G7J74
|
|
$1,000
|
|
2016 USD New Notes
|
|
0.625% Aug 2017
|
|
-50
|
|
$1,013.88
|
|
2.300% Apr 2017
|
|
36962G5W0
|
|
US36962G5W04
|
|
$2,000
|
|
2016 USD New Notes
|
|
0.625% Aug 2017
|
|
-35
|
|
$1,027.69
|
|
5.625% Sep 2017
|
|
36962G3H5
|
|
US36962G3H54
|
|
$3,000
|
|
2016 USD New Notes
|
|
0.625% Aug 2017
|
|
0
|
|
$1,090.15
|
|
1.600% Nov 2017
|
|
36962G6K5
|
|
US36962G6K56
|
|
$1,000
|
|
2016 USD New Notes
|
|
0.625% Aug 2017
|
|
+10
|
|
$1,014.32
|
|
1.625% Apr 2018
|
|
36962G6W9
|
|
US36962G6W94
|
|
$1,500
|
|
2016 USD New Notes
|
|
1.000% Sep 2018
|
|
0
|
|
$1,012.16
|
|
5.625% May 2018
|
|
36962G3U6
|
|
US36962G3U65
|
|
$4,000
|
|
2016 USD New Notes
|
|
1.000% Sep 2018
|
|
+15
|
|
$1,107.49
|
|
4.700% May 2053(5)
|
|
369622394
|
|
US3696223946
|
|
$750
|
|
2016 USD New Notes
|
|
—
|
|
—
|
|
$1,020.00
|
|
2.300% Jan 2019
|
|
36962G7G3
|
|
US36962G7G36
|
|
$1,000
|
|
2016 USD New Notes
|
|
1.375% Aug 2020
|
|
-5
|
|
$1,023.40
|
|
3.800% Jun 2019##
|
|
369668AA6
|
|
US369668AA67
|
|
$700
|
|
2016 USD New Notes
|
|
1.375% Aug 2020
|
|
+20
|
|
$1,070.19
|
|
5.260% Nov 2019
|
|
36962GM43
|
|
US36962GM431
|
|
$75
|
|
2016 USD New Notes
|
|
1.375% Aug 2020
|
|
+60
|
|
$1,118.20
|
|
3.250% Aug 2020
|
|
36962G7C2
|
|
US36962G7C22
|
|
$250
|
|
2016 USD New Notes
|
|
1.375% Aug 2020
|
|
+65
|
|
$1,044.87
|
________________
|
##
|
|
Issuer is GECC and formerly included LJ VP Holdings LLC (JV Penske),
an affiliate of GECC, as Co-Issuer.
|
|
|
|
(1)
|
|
The 2016 USD New Notes will mature on April 15, 2016 and will bear
interest at the rate per annum equal to the sum of: (a) the yield of
the Eurodollar Synthetic Forward Rate from two business days after
the Price Determination Date to the maturity date of the 2016 USD
New Notes appearing at the Price Determination Date on the EDSF page
displayed on the Bloomberg Pricing Monitor, or any other recognized
quotation source selected by the lead dealer managers in their sole
discretion if such quotation report is not available or manifestly
erroneous, plus (b) 60 basis points, such sum rounded to the third
decimal place when expressed as a percentage.
|
|
|
|
(2)
|
|
The reference page for the bid-side price of the Reference U.S.
Treasury Security at the Price Determination Date will be Bloomberg
Reference Page FIT1.
|
|
|
|
(3)
|
|
Per $1,000 principal amount of Old Notes accepted for exchange.
|
|
|
|
(4)
|
|
The Exchange Consideration for each $1,000 principal amount of Old
Notes tendered after the Early Participation Date and at or prior to
the Expiration Date and accepted for exchange will be New Notes in a
principal amount equal to the applicable Total Exchange
Consideration minus $50.
|
|
|
|
(5)
|
|
Represents a hypothetical pricing example in the case of Old Notes
(except in the case of 4.700% Notes due May 2053) tendered in
exchange for 2016 USD New Notes (based on the formula set forth in
the Offer to Exchange), using for this purpose the fixed spread for
the applicable Old Notes to the yield of the bid-side price of the
Reference U.S. Treasury Security at 11:00 a.m. (New York City time)
(4:00 p.m. (London time)) on September 17, 2015. The hypothetical
pricing examples above are for illustrative purposes only. The
actual consideration paid may be greater or less than those shown in
the table above depending on the bid-side price of the applicable
Reference U.S. Treasury Security as of the Price Determination Date.
In the case of 4.700% Notes due May 2053, reflects the actual Total
Exchange Consideration offered for each $1,000 principal amount of
Old Notes tendered and is not based on the formula set forth in the
Offer to Exchange.
|
|
USD Floating Rate (2016-2020): Market Value Exchange for
2016 USD New Notes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Exchange
Consideration(3)(4)
|
|
Title of Old Notes(1)
|
|
CUSIP Number
|
|
ISIN
|
|
Principal Amount
Outstanding
(millions)
|
|
New Notes(2)
|
|
New Notes
|
|
FRNs Jul 2016
|
|
36967FAC5
|
|
US36967FAC59
|
|
$695
|
|
2016 USD New Notes
|
|
$1,010.00
|
|
FRNs Jul 2016
|
|
36962G7A6
|
|
US36962G7A65
|
|
$1,600
|
|
2016 USD New Notes
|
|
$1,012.50
|
|
FRNs Jan 2017
|
|
36967FAB7
|
|
US36967FAB76
|
|
$2,000
|
|
2016 USD New Notes
|
|
$1,010.00
|
|
FRNs May 2017
|
|
36962G7H1
|
|
US36962G7H19
|
|
$500
|
|
2016 USD New Notes
|
|
$1,010.00
|
|
F-FRNs May 2017
|
|
36962G5Y6
|
|
US36962G5Y69
|
|
$100
|
|
2016 USD New Notes
|
|
$1,022.50
|
|
F-FRNs Aug 2017
|
|
36962G6B5
|
|
US36962G6B57
|
|
$100
|
|
2016 USD New Notes
|
|
$1,030.00
|
|
F-FRNs Dec 2017
|
|
36962G6L3
|
|
US36962G6L30
|
|
$100
|
|
2016 USD New Notes
|
|
$1,012.50
|
|
FRNs Apr 2018
|
|
36962G6X7
|
|
US36962G6X77
|
|
$400
|
|
2016 USD New Notes
|
|
$1,020.00
|
|
FRNs Jan 2019
|
|
36962G7F5
|
|
US36962G7F52
|
|
$500
|
|
2016 USD New Notes
|
|
$1,007.50
|
|
FRNs Jan 2020
|
|
36967FAA9
|
|
US36967FAA93
|
|
$500
|
|
2016 USD New Notes
|
|
$1,017.50
|
________________
|
(1)
|
|
We refer to floating-rate notes as FRNs and fixed to floating-rate
notes as F-FRNs.
|
|
|
|
(2)
|
|
The 2016 USD New Notes will mature on April 15, 2016 and will bear
interest at the rate per annum equal to the sum of: (a) the yield of
the Eurodollar Synthetic Forward Rate from two business days after
the Price Determination Date to the maturity date of the 2016 USD
New Notes appearing at the Price Determination Date on the EDSF page
displayed on the Bloomberg Pricing Monitor, or any other recognized
quotation source selected by the lead dealer managers in their sole
discretion if such quotation report is not available or manifestly
erroneous, plus (b) 60 basis points, such sum rounded to the third
decimal place when expressed as a percentage.
|
|
|
|
(3)
|
|
Per $1,000 principal amount of Old Notes accepted for exchange.
|
|
|
|
(4)
|
|
The Exchange Consideration for each $1,000 principal amount of Old
Notes tendered after the Early Participation Date and at or prior to
the Expiration Date and accepted for exchange will be New Notes in a
principal amount equal to the applicable Total Exchange
Consideration minus $50.
|
|
Other Select USD: Market Value Exchange for 2016 USD New
Notes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange Offer Yield
|
|
(Hypothetical) Total
Exchange Consideration(4)(5)(6)
|
|
Title of Old Notes(1)
|
|
CUSIP
Number
|
|
ISIN
|
|
Principal
Amount
Outstanding
(millions)
|
|
New Notes(2)
|
|
Reference U.S.
Treasury Security(3)
|
|
Fixed
Spread
(basis
points)
|
|
New Notes
|
|
1.250% Nov 2016
|
|
—
|
|
XS0856562797
|
|
$300
|
|
2016 USD New Notes
|
|
0.625% Aug 2017
|
|
-45
|
|
$1,009.60
|
|
4.625% Jan 2043
|
|
—
|
|
XS0880289292
|
|
$700
|
|
2016 USD New Notes
|
|
1.000% Sep 2018
|
|
+360
|
|
$997.98
|
|
5.550% Jan 2026
|
|
36962GT95
|
|
US36962GT956
|
|
$500
|
|
2016 USD New Notes
|
|
2.000% Aug 2025
|
|
+140
|
|
$1,157.58
|
|
7.500% Aug 2035#
|
|
36959CAA6
|
|
US36959CAA62
|
|
$300
|
|
2016 USD New Notes
|
|
3.000% May 2045
|
|
+120
|
|
$1,428.08
|
________________
|
#
|
|
Subordinated notes. New Notes issued in exchange for the
subordinated notes will be senior obligations. The 7.500% Old Notes
due August 21, 2035 already benefit from a senior guarantee provided
by GE.
|
|
|
|
(1)
|
|
We refer to floating-rate notes as FRNs.
|
|
|
|
(2)
|
|
The 2016 USD New Notes will mature on April 15, 2016 and will bear
interest at the rate per annum equal to the sum of: (a) the yield of
the Eurodollar Synthetic Forward Rate from two business days after
the Price Determination Date to the maturity date of the 2016 USD
New Notes appearing at the Price Determination Date on the EDSF page
displayed on the Bloomberg Pricing Monitor, or any other recognized
quotation source selected by the lead dealer managers in their sole
discretion if such quotation report is not available or manifestly
erroneous, plus (b) 60 basis points, such sum rounded to the third
decimal place when expressed as a percentage.
|
|
|
|
(3)
|
|
The reference page for the bid-side price of the Reference U.S.
Treasury Security at the Price Determination Date will be Bloomberg
Reference Page FIT1.
|
|
|
|
(4)
|
|
Per $1,000 principal amount of Old Notes accepted for exchange.
|
|
|
|
(5)
|
|
The Exchange Consideration for each $1,000 principal amount of Old
Notes tendered after the Early Participation Date and at or prior to
the Expiration Date and accepted for exchange will be New Notes in a
principal amount equal to the applicable Total Exchange
Consideration minus $50.
|
|
|
|
(6)
|
|
Represents a hypothetical pricing example in the case of fixed-rate
Old Notes tendered in exchange for 2016 USD New Notes (based on the
formula set forth in the Offer to Exchange), using for this purpose
the fixed spread for the applicable Old Notes to the yield of the
bid-side price of the Reference U.S. Treasury Security at 11:00 a.m.
(New York City time)) (4:00 p.m. (London time)) on September 17,
2015. The hypothetical pricing examples above are for illustrative
purposes only. The actual consideration paid may be greater or less
than those shown in the table above depending on the bid-side price
of the applicable Reference U.S. Treasury Security as of the Price
Determination Date.
|
|
GBP: Market Value Exchange for 2016 GBP New Notes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange Offer Yield
|
|
Hypothetical Total
Exchange
Consideration(4)(5)(6)
|
|
Title of Old Notes
|
|
CUSIP
Number
|
|
ISIN
|
|
Principal
Amount
Outstanding
(millions)
|
|
New Notes(1)(2)
|
|
Reference U.K. Gilt
Security(3)
|
|
Fixed
Spread
(basis
points)
|
|
New Notes
|
|
6.250% Dec 2017
|
|
—
|
|
XS0148124588
|
|
£500
|
|
2016 GBP New Notes
|
|
1.000% Sep 2017
|
|
+55
|
|
£1,104.88
|
|
5.250% Dec 2028
|
|
—
|
|
XS0096298822
|
|
£425
|
|
2016 GBP New Notes
|
|
6.000% Dec 2028
|
|
+85
|
|
£1,251.28
|
|
5.625% Sept 2031
|
|
—
|
|
XS0154681737
|
|
£178
|
|
2016 GBP New Notes
|
|
4.750% Dec 2030
|
|
+85
|
|
£1,308.14
|
|
4.875% Sept 2037#
|
|
—
|
|
XS0229561831
|
|
£750
|
|
2016 GBP New Notes
|
|
4.250% Mar 2036
|
|
+135
|
|
£1,144.93
|
|
5.375% Dec 2040
|
|
—
|
|
XS0182703743
|
|
£450
|
|
2016 GBP New Notes
|
|
4.250% Dec 2040
|
|
+90
|
|
£1,310.44
|
________________
|
#
|
|
Subordinated notes. New Notes issued in exchange for the
subordinated notes will be senior obligations.
|
|
|
|
(1)
|
|
The 2016 GBP New Notes will mature on April 15, 2016 and will bear
interest at the rate per annum equal to the sum of: (a) the yield of
the 2.000% U.K. Gilt Security due January 22, 2016 (the “2016 GBP
New Notes Reference Security”), as calculated by the lead dealer
managers in accordance with standard market practice, that equates
to the price of the 2016 GBP New Notes Reference Security appearing
at the Price Determination Date on the DMO2 page displayed on the
Bloomberg Pricing Monitor, or any other recognized quotation source
selected by the lead dealer managers in their sole discretion if
such quotation report is not available or manifestly erroneous, plus
(b) 90 basis points, such sum rounded to the third decimal place
when expressed as a percentage.
|
|
|
|
(2)
|
|
2016 GBP New Notes denominated in pounds sterling will only be
issued in minimum denominations of £125,000. Old Notes of a given
series or tranche may be tendered only in principal amounts that
will result in 2016 GBP New Notes being issued in such minimum
denomination.
|
|
|
|
(3)
|
|
The reference page for the price of the Reference U.K. Gilt Security
at the Price Determination Date will be Bloomberg Reference Page
DMO2.
|
|
|
|
(4)
|
|
Per £1,000 principal amount of Old Notes accepted for exchange.
|
|
|
|
(5)
|
|
The Exchange Consideration for each £1,000 principal amount of Old
Notes tendered after the Early Participation Date and at or prior to
the Expiration Date and accepted for exchange will be New Notes in a
principal amount equal to the applicable Total Exchange
Consideration minus £50.
|
|
|
|
(6)
|
|
Represents a hypothetical pricing example in the case of fixed-rate
Old Notes tendered in exchange for 2016 GBP New Notes (based on the
formula set forth in the Offer to Exchange), using for this purpose
the fixed spread for the applicable Old Notes to the yield of the
price of the Reference U.K. Gilt Security at 11:00 a.m. (New York
City time) (4:00 p.m. (London time)) on September 17, 2015. In the
case of any Old Notes tendered in a Market Value Exchange Offer for
2016 GBP New Notes, the Exchange Offer Yield will be expressed on an
annualized basis. The hypothetical pricing examples above are for
illustrative purposes only. The actual consideration paid may be
greater or less than those shown in the table above depending on the
price of the applicable Reference U.K. Gilt Security as of the Price
Determination Date.
|
|
2020/2025/2035 Market Value Exchange Offers
USD (2019-2021): Market Value Exchange for 2020 New Notes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange Offer Yield
|
|
Hypothetical Total
Exchange
Consideration(3)(4)(5)
|
|
Title of Old Notes
|
|
CUSIP Number
|
|
ISIN
|
|
Principal
Amount
Outstanding
(millions)
|
|
New Notes(1)
|
|
Reference U.S.
Treasury Security(2)
|
|
Fixed Spread
(basis points)
|
|
New Notes
|
|
6.000% Aug 2019
|
|
36962G4D3
|
|
US36962G4D32
|
|
$2,000
|
|
2020 New Notes
|
|
1.375% Aug 2020
|
|
+10
|
|
$1,156.73
|
|
2.200% Jan 2020
|
|
36962G7M0
|
|
US36962G7M04
|
|
$2,000
|
|
2020 New Notes
|
|
1.375% Aug 2020
|
|
+10
|
|
$1,019.77
|
|
5.500% Jan 2020
|
|
36962G4J0
|
|
US36962G4J02
|
|
$2,000
|
|
2020 New Notes
|
|
1.375% Aug 2020
|
|
+25
|
|
$1,146.77
|
|
5.550% May 2020
|
|
36962G2T0
|
|
US36962G2T02
|
|
$1,100
|
|
2020 New Notes
|
|
1.375% Aug 2020
|
|
+45
|
|
$1,150.38
|
|
4.375% Sept 2020
|
|
36962G4R2
|
|
US36962G4R28
|
|
$2,150
|
|
2020 New Notes
|
|
1.375% Aug 2020
|
|
+50
|
|
$1,105.11
|
|
4.625% Jan 2021
|
|
36962G4Y7
|
|
US36962G4Y78
|
|
$2,250
|
|
2020 New Notes
|
|
1.375% Aug 2020
|
|
+55
|
|
$1,121.01
|
|
5.300% Feb 2021#
|
|
369622SM8
|
|
US369622SM84
|
|
$2,000
|
|
2020 New Notes
|
|
1.375% Aug 2020
|
|
+75
|
|
$1,145.89
|
|
4.650% Oct 2021
|
|
36962G5J9
|
|
US36962G5J92
|
|
$3,150
|
|
2020 New Notes
|
|
1.375% Aug 2020
|
|
+85
|
|
$1,121.53
|
_______________
|
#
|
|
Subordinated notes. New Notes issued in exchange for the
subordinated notes will be senior obligations.
|
|
|
|
(1)
|
|
The 2020 New Notes will mature on November 15, 2020 and will bear
interest at the rate per annum equal to the sum of: (a) the yield of
the 1.375% U.S. Treasury Security due August 31, 2020 (the “2020 New
Notes Reference Security”), as calculated by the lead dealer
managers in accordance with standard market practice, that equates
to the bid-side price of the 2020 New Notes Reference Security
appearing at the Price Determination Date on the FIT1 page displayed
on the Bloomberg Pricing Monitor, or any other recognized quotation
source selected by the lead dealer managers in their sole discretion
if such quotation report is not available or manifestly erroneous,
plus (b) 105 basis points, such sum rounded to the third decimal
place when expressed as a percentage.
|
|
|
|
(2)
|
|
The reference page for the bid-side price of the Reference U.S.
Treasury Security at the Price Determination Date will be Bloomberg
Reference Page FIT1.
|
|
|
|
(3)
|
|
Per $1,000 principal amount of Old Notes accepted for exchange.
|
|
|
|
(4)
|
|
The Exchange Consideration for each $1,000 principal amount of Old
Notes tendered after the Early Participation Date and at or prior to
the Expiration Date and accepted for exchange will be New Notes in a
principal amount equal to the applicable Total Exchange
Consideration minus $50.
|
|
|
|
(5)
|
|
Represents a hypothetical pricing example in the case of fixed-rate
Old Notes tendered in exchange for 2020 New Notes (based on the
formula set forth in the Offer to Exchange), using for this purpose
the fixed spread for the applicable Old Notes to the yield of the
bid-side price of the Reference U.S. Treasury Security at 11:00 a.m.
(New York City time) (4:00 p.m. (London time)) on September 17,
2015. The hypothetical pricing examples above are for illustrative
purposes only. The actual consideration paid may be greater or less
than those shown in the table above depending on the bid-side price
of the applicable Reference U.S. Treasury Security as of the Price
Determination Date.
|
|
USD (2022-2024): Market Value Exchange for 2025 New Notes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange Offer Yield
|
|
Hypothetical Total
Exchange
Consideration(3)(4)(5)
|
|
Title of Old Notes
|
|
CUSIP Number
|
|
ISIN
|
|
Principal
Amount
Outstanding
(millions)
|
|
New Notes(1)
|
|
Reference U.S.
Treasury Security(2)
|
|
Fixed
Spread
(basis
points)
|
|
New Notes
|
|
3.150% Sept 2022
|
|
36962G6F6
|
|
US36962G6F61
|
|
$2,000
|
|
2025 New Notes
|
|
2.000% Aug 2025
|
|
+35
|
|
$1,032.38
|
|
3.100% Jan 2023
|
|
36962G6S8
|
|
US36962G6S82
|
|
$2,500
|
|
2025 New Notes
|
|
2.000% Aug 2025
|
|
+40
|
|
$1,027.25
|
|
3.450% May 2024
|
|
36962G7K4
|
|
US36962G7K48
|
|
$1,000
|
|
2025 New Notes
|
|
2.000% Aug 2025
|
|
+60
|
|
$1,041.74
|
________________
|
(1)
|
|
The 2025 New Notes will mature on November 15, 2025 and will bear
interest at the rate per annum equal to the sum of: (a) the yield of
the 2.000% U.S. Treasury Security due August 15, 2025 (the “2025 New
Notes Reference Security”), as calculated by the lead dealer
managers in accordance with standard market practice, that equates
to the bid-side price of the 2025 New Notes Reference Security
appearing at the Price Determination Date on the FIT1 page displayed
on the Bloomberg Pricing Monitor, or any other recognized quotation
source selected by the lead dealer managers in their sole discretion
if such quotation report is not available or manifestly erroneous,
plus (b) 135 basis points, such sum rounded to the third decimal
place when expressed as a percentage.
|
|
|
|
(2)
|
|
The reference page for the bid-side price of the Reference U.S.
Treasury Security at the Price Determination Date will be Bloomberg
Reference Page FIT1.
|
|
|
|
(3)
|
|
Per $1,000 principal amount of Old Notes accepted for exchange.
|
|
|
|
(4)
|
|
The Exchange Consideration for each $1,000 principal amount of Old
Notes tendered after the Early Participation Date and at or prior to
the Expiration Date and accepted for exchange will be New Notes in a
principal amount equal to the applicable Total Exchange
Consideration minus $50.
|
|
|
|
(5)
|
|
Represents a hypothetical pricing example in the case of fixed-rate
Old Notes tendered in exchange for 2025 New Notes (based on the
formula set forth in the Offer to Exchange), using for this purpose
the fixed spread for the applicable Old Notes to the yield of the
bid-side price of the Reference U.S. Treasury Security at 11:00 a.m.
(New York City time) (4:00 p.m. (London time)) on September 17,
2015. The hypothetical pricing examples above are for illustrative
purposes only. The actual consideration paid may be greater or less
than those shown in the table above depending on the bid-side price
of the applicable Reference U.S. Treasury Security as of the Price
Determination Date.
|
|
USD (2032-2039): Market Value Exchange for 2035 New Notes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange Offer Yield
|
|
Hypothetical Total
Exchange
Consideration(3)(4)(5)
|
|
Title of Old Notes
|
|
CUSIP
Number
|
|
ISIN
|
|
Principal
Amount
Outstanding
(millions)
|
|
New Notes(1)
|
|
Reference U.S.
Treasury Security(2)
|
|
Fixed
Spread
(basis
points)
|
|
New Notes
|
|
6.750% Mar 2032
|
|
36962GXZ2
|
|
US36962GXZ26
|
|
$5,000
|
|
2035 New Notes
|
|
3.000% May 2045
|
|
+75
|
|
$1,353.63
|
|
6.150% Aug 2037
|
|
36962G3A0
|
|
US36962G3A02
|
|
$2,000
|
|
2035 New Notes
|
|
3.000% May 2045
|
|
+105
|
|
$1,289.10
|
|
5.875% Jan 2038
|
|
36962G3P7
|
|
US36962G3P70
|
|
$6,350
|
|
2035 New Notes
|
|
3.000% May 2045
|
|
+105
|
|
$1,252.91
|
|
6.875% Jan 2039
|
|
36962G4B7
|
|
US36962G4B75
|
|
$4,000
|
|
2035 New Notes
|
|
3.000% May 2045
|
|
+115
|
|
$1,389.42
|
________________
|
(1)
|
|
The 2035 New Notes will mature on November 15, 2035 and will bear
interest at the rate per annum equal to the sum of: (a) the yield of
the 3.000% U.S. Treasury Security due May 15, 2045 (the “2035 New
Notes Reference Security”), as calculated by the lead dealer
managers in accordance with standard market practice, that equates
to the bid-side price of the 2035 New Notes Reference Security
appearing at the Price Determination Date on the FIT1 page displayed
on the Bloomberg Pricing Monitor, or any other recognized quotation
source selected by the lead dealer managers in their sole discretion
if such quotation report is not available or manifestly erroneous,
plus (b) 155 basis points, such sum rounded to the third decimal
place when expressed as a percentage.
|
|
|
|
(2)
|
|
The reference page for the bid-side price of the Reference U.S.
Treasury Security at the Price Determination Date will be Bloomberg
Reference Page FIT1.
|
|
|
|
(3)
|
|
Per $1,000 principal amount of Old Notes accepted for exchange.
|
|
|
|
(4)
|
|
The Exchange Consideration for each $1,000 principal amount of Old
Notes tendered after the Early Participation Date and at or prior to
the Expiration Date and accepted for exchange will be New Notes in a
principal amount equal to the applicable Total Exchange
Consideration minus $50.
|
|
|
|
(5)
|
|
Represents a hypothetical pricing example in the case of fixed-rate
Old Notes tendered in exchange for 2035 New Notes (based on the
formula set forth in the Offer to Exchange), using for this purpose
the fixed spread for the applicable Old Notes to the yield of the
bid-side price of the Reference U.S. Treasury Security at 11:00 a.m.
(New York City time) (4:00 p.m. (London time)) on September 17,
2015. The hypothetical pricing examples above are for illustrative
purposes only. The actual consideration paid may be greater or less
than those shown in the table above depending on the bid-side price
of the applicable Reference U.S. Treasury Security as of the Price
Determination Date.
|
|
PAR FOR PAR EXCHANGE OFFERS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Old Notes
|
|
|
|
New Notes
|
|
Total Exchange
Consideration(4)(5)
|
|
Title of Old Notes(1)
|
|
CUSIP Number
|
|
ISIN
|
|
Principal
Amount
Outstanding
(millions)
|
|
Acceptance
Priority
Level
|
|
Title of New Notes(1)(2)
|
|
Currency
|
|
Minimum
Denomination(3)
|
|
New Notes
|
|
Cash
|
|
HYBRIDS(6)
|
|
F-FRN 5.500% Sept 2066#
|
|
—
|
|
XS0267167566 / XS0267168291
|
|
£400
|
|
1
|
|
F-FRN 5.500% Sept 2066
|
|
GBP
|
|
125,000
|
|
1,000
|
|
6.25
|
|
GE Capital Trust V(6)
|
|
—
|
|
XS0491212535 / XS0492561161
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-FRN 4.625% Sept 2066#
|
|
—
|
|
XS0267166246 / XS0267167053
|
|
€950
|
|
2
|
|
F-FRN 4.625% Sept 2066
|
|
EUR
|
|
125,000
|
|
1,000
|
|
6.25
|
|
GE Capital Trust IV(6)
|
|
—
|
|
XS0491212451 / XS0492555783
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-FRN 5.500% Sept 2067#
|
|
—
|
|
XS0319639232 / XS0319639745
|
|
€1,500
|
|
3
|
|
F-FRN 5.500% Sept 2067
|
|
EUR
|
|
125,000
|
|
1,000
|
|
7.50
|
|
GE Capital Trust II(6)
|
|
—
|
|
XS0491211644 / XS0492535835
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-FRN 6.500% Sept 2067#
|
|
—
|
|
XS0319640834 / XS0319641725
|
|
£600
|
|
4
|
|
F-FRN 6.500% Sept 2067
|
|
GBP
|
|
125,000
|
|
1,000
|
|
7.50
|
|
GE Capital Trust III(6)
|
|
—
|
|
XS0491211990 / XS0492544746
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-FRN 6.375% Nov 2067#
|
|
36962G3M4
|
|
US36962G3M40
|
|
$2,500
|
|
5
|
|
F-FRN 6.375% Nov 2067
|
|
USD
|
|
200,000
|
|
1,000
|
|
7.50
|
|
GE Capital Trust I(6)
|
|
36830GAA2
|
|
US36830GAA22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
USD (2032-2039)
|
|
6.750% Mar 2032
|
|
36962GXZ2
|
|
US36962GXZ26
|
|
$5,000
|
|
6
|
|
6.750% Mar 2032
|
|
USD
|
|
200,000
|
|
1,000
|
|
32.50
|
|
6.150% Aug 2037
|
|
36962G3A0
|
|
US36962G3A02
|
|
$2,000
|
|
7
|
|
6.150% Aug 2037
|
|
USD
|
|
200,000
|
|
1,000
|
|
37.50
|
|
5.875% Jan 2038
|
|
36962G3P7
|
|
US36962G3P70
|
|
$6,350
|
|
8
|
|
5.875% Jan 2038
|
|
USD
|
|
200,000
|
|
1,000
|
|
37.50
|
|
6.875% Jan 2039
|
|
36962G4B7
|
|
US36962G4B75
|
|
$4,000
|
|
9
|
|
6.875% Jan 2039
|
|
USD
|
|
200,000
|
|
1,000
|
|
40.00
|
|
USD (2022-2024)
|
|
3.150% Sept 2022
|
|
36962G6F6
|
|
US36962G6F61
|
|
$2,000
|
|
10
|
|
3.150% Sept 2022
|
|
USD
|
|
200,000
|
|
1,000
|
|
17.50
|
|
3.100% Jan 2023
|
|
36962G6S8
|
|
US36962G6S82
|
|
$2,500
|
|
11
|
|
3.100% Jan 2023
|
|
USD
|
|
200,000
|
|
1,000
|
|
17.50
|
|
3.450% May 2024
|
|
36962G7K4
|
|
US36962G7K48
|
|
$1,000
|
|
12
|
|
3.450% May 2024
|
|
USD
|
|
200,000
|
|
1,000
|
|
20.00
|
|
USD (2019-2021)
|
|
6.000% Aug 2019
|
|
36962G4D3
|
|
US36962G4D32
|
|
$2,000
|
|
13
|
|
6.000% Aug 2019
|
|
USD
|
|
200,000
|
|
1,000
|
|
15.00
|
|
2.200% Jan 2020
|
|
36962G7M0
|
|
US36962G7M04
|
|
$2,000
|
|
14
|
|
2.200% Jan 2020
|
|
USD
|
|
200,000
|
|
1,000
|
|
15.00
|
|
5.500% Jan 2020
|
|
36962G4J0
|
|
US36962G4J02
|
|
$2,000
|
|
15
|
|
5.500% Jan 2020
|
|
USD
|
|
200,000
|
|
1,000
|
|
15.00
|
|
5.550% May 2020
|
|
36962G2T0
|
|
US36962G2T02
|
|
$1,100
|
|
16
|
|
5.550% May 2020
|
|
USD
|
|
200,000
|
|
1,000
|
|
15.00
|
|
4.375% Sept 2020
|
|
36962G4R2
|
|
US36962G4R28
|
|
$2,150
|
|
17
|
|
4.375% Sept 2020
|
|
USD
|
|
200,000
|
|
1,000
|
|
15.00
|
|
4.625% Jan 2021
|
|
36962G4Y7
|
|
US36962G4Y78
|
|
$2,250
|
|
18
|
|
4.625% Jan 2021
|
|
USD
|
|
200,000
|
|
1,000
|
|
15.00
|
|
5.300% Feb 2021##
|
|
369622SM8
|
|
US369622SM84
|
|
$2,000
|
|
19
|
|
5.300% Feb 2021
|
|
USD
|
|
200,000
|
|
1,000
|
|
12.50
|
|
4.650% Oct 2021
|
|
36962G5J9
|
|
US36962G5J92
|
|
$3,150
|
|
20
|
|
4.650% Oct 2021
|
|
USD
|
|
200,000
|
|
1,000
|
|
15.00
|
|
USD FIXED-RATE (2016-2020)
|
|
1.500% Jul 2016
|
|
36962G6Z2
|
|
US36962G6Z26
|
|
$1,250
|
|
21
|
|
1.500% Jul 2016
|
|
USD
|
|
200,000
|
|
1,000
|
|
6.25
|
|
1.450% Aug 2016
|
|
36962G7B4
|
|
US36962G7B49
|
|
$250
|
|
22
|
|
1.450% Aug 2016
|
|
USD
|
|
200,000
|
|
1,000
|
|
6.25
|
|
4.575% Aug 2037
|
|
36962G6E9
|
|
US36962G6E96
|
|
$100
|
|
23
|
|
4.575% Aug 2037
|
|
USD
|
|
200,000
|
|
1,000
|
|
6.25
|
|
3.350% Oct 2016
|
|
36962G5H3
|
|
US36962G5H37
|
|
$1,250
|
|
24
|
|
3.350% Oct 2016
|
|
USD
|
|
200,000
|
|
1,000
|
|
6.25
|
|
5.375% Oct 2016
|
|
36962GY40
|
|
US36962GY402
|
|
$1,100
|
|
25
|
|
5.375% Oct 2016
|
|
USD
|
|
200,000
|
|
1,000
|
|
6.25
|
|
2.900% Jan 2017
|
|
36962G5N0
|
|
US36962G5N05
|
|
$1,425
|
|
26
|
|
2.900% Jan 2017
|
|
USD
|
|
200,000
|
|
1,000
|
|
7.50
|
|
5.400% Feb 2017
|
|
36962G2G8
|
|
US36962G2G80
|
|
$1,500
|
|
27
|
|
5.400% Feb 2017
|
|
USD
|
|
200,000
|
|
1,000
|
|
7.50
|
|
2.450% Mar 2017
|
|
36962G5S9
|
|
US36962G5S91
|
|
$500
|
|
28
|
|
2.450% Mar 2017
|
|
USD
|
|
200,000
|
|
1,000
|
|
7.50
|
|
1.250% May 2017
|
|
36962G7J7
|
|
US36962G7J74
|
|
$1,000
|
|
29
|
|
1.250% May 2017
|
|
USD
|
|
200,000
|
|
1,000
|
|
7.50
|
|
2.300% Apr 2017
|
|
36962G5W0
|
|
US36962G5W04
|
|
$2,000
|
|
30
|
|
2.300% Apr 2017
|
|
USD
|
|
200,000
|
|
1,000
|
|
7.50
|
|
5.625% Sep 2017
|
|
36962G3H5
|
|
US36962G3H54
|
|
$3,000
|
|
31
|
|
5.625% Sep 2017
|
|
USD
|
|
200,000
|
|
1,000
|
|
8.75
|
|
1.600% Nov 2017
|
|
36962G6K5
|
|
US36962G6K56
|
|
$1,000
|
|
32
|
|
1.600% Nov 2017
|
|
USD
|
|
200,000
|
|
1,000
|
|
8.75
|
|
1.625% Apr 2018
|
|
36962G6W9
|
|
US36962G6W94
|
|
$1,500
|
|
33
|
|
1.625% Apr 2018
|
|
USD
|
|
200,000
|
|
1,000
|
|
8.75
|
|
5.625% May 2018
|
|
36962G3U6
|
|
US36962G3U65
|
|
$4,000
|
|
34
|
|
5.625% May 2018
|
|
USD
|
|
200,000
|
|
1,000
|
|
8.75
|
|
4.700% May 2053
|
|
369622394
|
|
US3696223946
|
|
$750
|
|
35
|
|
4.700% May 2053
|
|
USD
|
|
200,000
|
|
1,000
|
|
5.00
|
|
2.300% Jan 2019
|
|
36962G7G3
|
|
US36962G7G36
|
|
$1,000
|
|
36
|
|
2.300% Jan 2019
|
|
USD
|
|
200,000
|
|
1,000
|
|
10.00
|
|
3.800% Jun 2019###
|
|
369668AA6
|
|
US369668AA67
|
|
$700
|
|
37
|
|
3.800% Jun 2019
|
|
USD
|
|
200,000
|
|
1,000
|
|
10.00
|
|
5.260% Nov 2019
|
|
36962GM43
|
|
US36962GM431
|
|
$75
|
|
38
|
|
5.260% Nov 2019
|
|
USD
|
|
200,000
|
|
1,000
|
|
12.50
|
|
3.250% Aug, 2020
|
|
36962G7C2
|
|
US36962G7C22
|
|
$250
|
|
39
|
|
3.250% Aug 2020
|
|
USD
|
|
200,000
|
|
1,000
|
|
12.50
|
|
USD FLOATING-RATE (2016-2020)
|
|
FRNs Jul 2016
|
|
36967FAC5
|
|
US36967FAC59
|
|
$695
|
|
40
|
|
FRNs Jul 2016
|
|
USD
|
|
200,000
|
|
1,000
|
|
6.25
|
|
FRNs Jul 2016
|
|
36962G7A6
|
|
US36962G7A65
|
|
$1,600
|
|
41
|
|
FRNs Jul 2016
|
|
USD
|
|
200,000
|
|
1,000
|
|
6.25
|
|
FRNs Jan 2017
|
|
36967FAB7
|
|
US36967FAB76
|
|
$2,000
|
|
42
|
|
FRNs Jan 2017
|
|
USD
|
|
200,000
|
|
1,000
|
|
6.25
|
|
FRNs May 2017
|
|
36962G7H1
|
|
US36962G7H19
|
|
$500
|
|
43
|
|
FRNs May 2017
|
|
USD
|
|
200,000
|
|
1,000
|
|
6.25
|
|
F-FRNs May 2017
|
|
36962G5Y6
|
|
US36962G5Y69
|
|
$100
|
|
44
|
|
F-FRNs May 2017
|
|
USD
|
|
200,000
|
|
1,000
|
|
6.25
|
|
F-FRNs Aug 2017
|
|
36962G6B5
|
|
US36962G6B57
|
|
$100
|
|
45
|
|
F-FRNs Aug 2017
|
|
USD
|
|
200,000
|
|
1,000
|
|
7.50
|
|
F-FRNs Dec 2017
|
|
36962G6L3
|
|
US36962G6L30
|
|
$100
|
|
46
|
|
F-FRNs Dec 2017
|
|
USD
|
|
200,000
|
|
1,000
|
|
7.50
|
|
FRNs Apr 2018
|
|
36962G6X7
|
|
US36962G6X77
|
|
$400
|
|
47
|
|
FRNs Apr 2018
|
|
USD
|
|
200,000
|
|
1,000
|
|
7.50
|
|
FRNs Jan 2019
|
|
36962G7F5
|
|
US36962G7F52
|
|
$500
|
|
48
|
|
FRNs Jan 2019
|
|
USD
|
|
200,000
|
|
1,000
|
|
10.00
|
|
FRNs Jan 2020
|
|
36967FAA9
|
|
US36967FAA93
|
|
$500
|
|
49
|
|
FRNs Jan 2020
|
|
USD
|
|
200,000
|
|
1,000
|
|
12.50
|
|
OTHER USD AND NON-USD
|
|
1.000% Jan 2016
|
|
36962G6R0
|
|
US36962G6R00
|
|
$1,400
|
|
50
|
|
1.000% Jan 2016
|
|
USD
|
|
200,000
|
|
1,000
|
|
6.25
|
|
5.000% Jan 2016
|
|
36962GU69
|
|
US36962GU699
|
|
$1,250
|
|
51
|
|
5.000% Jan 2016
|
|
USD
|
|
200,000
|
|
1,000
|
|
6.25
|
|
FRNs Jan 2016
|
|
36962GU51
|
|
US36962GU517
|
|
$1,000
|
|
52
|
|
FRNs Jan 2016
|
|
USD
|
|
200,000
|
|
1,000
|
|
6.25
|
|
FRNs Jan 2016
|
|
36962G6Q2
|
|
US36962G6Q27
|
|
$600
|
|
53
|
|
FRNs Jan 2016
|
|
USD
|
|
200,000
|
|
1,000
|
|
6.25
|
|
FRNs Jan 2016
|
|
36962G7E8
|
|
US36962G7E87
|
|
$1,500
|
|
54
|
|
FRNs Jan 2016
|
|
USD
|
|
200,000
|
|
1,000
|
|
6.25
|
|
F-FRNs Feb 2016
|
|
36962G5T7
|
|
US36962G5T74
|
|
$100
|
|
55
|
|
F-FRNs Feb 2016
|
|
USD
|
|
200,000
|
|
1,000
|
|
6.25
|
|
8.300% Feb 2016
|
|
—
|
|
XS0243834586
|
|
MXN$1,000
|
|
56
|
|
8.300% Feb 2016
|
|
MXN
|
|
3,000,000
|
|
1,000
|
|
6.25
|
|
4.875% Apr 2016
|
|
—
|
|
XS0614214913
|
|
SEK2,500
|
|
57
|
|
4.875% Apr 2016
|
|
SEK
|
|
1,500,000
|
|
1,000
|
|
6.25
|
|
2.950% May 2016
|
|
36962G5C4
|
|
US36962G5C40
|
|
$1,500
|
|
58
|
|
2.950% May 2016
|
|
USD
|
|
200,000
|
|
1,000
|
|
6.25
|
|
FRNs May 2016
|
|
36962G5D2
|
|
US36962G5D23
|
|
$300
|
|
59
|
|
FRNs May 2016
|
|
USD
|
|
200,000
|
|
1,000
|
|
6.25
|
|
FRNs May 2016
|
|
36962G2V5
|
|
US36962G2V57
|
|
$500
|
|
60
|
|
FRNs May 2016
|
|
USD
|
|
200,000
|
|
1,000
|
|
6.25
|
|
FRNs Jun 2016
|
|
—
|
|
XS0258423838
|
|
$430
|
|
61
|
|
FRNs Jun 2016
|
|
USD
|
|
200,000
|
|
1,000
|
|
6.25
|
|
2.185% Jun 2016
|
|
—
|
|
XS0257884352
|
|
¥20,000
|
|
62
|
|
2.185% Jun 2016
|
|
JPY
|
|
25,000,000
|
|
1,000
|
|
6.25
|
|
FRNs Jun 2016
|
|
—
|
|
XS0255571159
|
|
$100
|
|
63
|
|
FRNs Jun 2016
|
|
USD
|
|
200,000
|
|
1,000
|
|
6.25
|
|
FRNs Jun 2016
|
|
—
|
|
XS0256350603
|
|
$100
|
|
64
|
|
FRNs Jun 2016
|
|
USD
|
|
200,000
|
|
1,000
|
|
6.25
|
|
FRNs Jun 2016
|
|
—
|
|
XS0252144398
|
|
NOK650
|
|
65
|
|
FRNs Jun 2016
|
|
NOK
|
|
1,500,000
|
|
1,000
|
|
6.25
|
|
4.500% Jun 2016
|
|
—
|
|
XS0642335995
|
|
NOK1,350
|
|
66
|
|
4.500% Jun 2016
|
|
NOK
|
|
1,500,000
|
|
1,000
|
|
6.25
|
|
4.250% Aug 2016
|
|
—
|
|
XS0816713118
|
|
NZ$125
|
|
67
|
|
4.250% Aug 2016
|
|
NZD
|
|
300,000
|
|
1,000
|
|
6.25
|
|
4.250% Sept 2016
|
|
—
|
|
XS0831773063
|
|
A$200
|
|
68
|
|
4.250% Sept 2016
|
|
AUD
|
|
300,000
|
|
1,000
|
|
6.25
|
|
6.750% Sept 2016
|
|
—
|
|
XS0269584669
|
|
NZ$300
|
|
69
|
|
6.750% Sept 2016
|
|
NZD
|
|
300,000
|
|
1,000
|
|
6.25
|
|
4.375% Oct 2016
|
|
—
|
|
XS0554901040
|
|
SEK1,000
|
|
70
|
|
4.375% Oct 2016
|
|
SEK
|
|
1,500,000
|
|
1,000
|
|
6.25
|
|
1.250% Nov 2016
|
|
—
|
|
XS0856562797
|
|
$300
|
|
71
|
|
1.250% Nov 2016
|
|
USD
|
|
200,000
|
|
1,000
|
|
6.25
|
|
FRNs Nov 2016
|
|
—
|
|
XS0275486792
|
|
$50
|
|
72
|
|
FRNs Nov 2016
|
|
USD
|
|
200,000
|
|
1,000
|
|
6.25
|
|
3.500% Dec 2016
|
|
—
|
|
XS0796988813
|
|
NOK2,000
|
|
73
|
|
3.500% Dec 2016
|
|
NOK
|
|
1,500,000
|
|
1,000
|
|
6.25
|
|
FRNs Dec 2016
|
|
36962G3D4
|
|
US36962G3D41
|
|
$101
|
|
74
|
|
FRNs Dec 2016
|
|
USD
|
|
200,000
|
|
1,000
|
|
6.25
|
|
FRNs Dec 2016
|
|
—
|
|
XS0279944580
|
|
$50
|
|
75
|
|
FRNs Dec 2016
|
|
USD
|
|
200,000
|
|
1,000
|
|
6.25
|
|
FRNs Dec 2016
|
|
—
|
|
XS0269639315
|
|
$250
|
|
76
|
|
FRNs Dec 2016
|
|
USD
|
|
200,000
|
|
1,000
|
|
6.25
|
|
5.500% Feb 2017
|
|
—
|
|
XS0740224307
|
|
NZ$300
|
|
77
|
|
5.500% Feb 2017
|
|
NZD
|
|
300,000
|
|
1,000
|
|
6.25
|
|
3.875% Feb 2017
|
|
—
|
|
XS0739410164
|
|
NOK1,000
|
|
78
|
|
3.875% Feb 2017
|
|
NOK
|
|
1,500,000
|
|
1,000
|
|
6.25
|
|
FRNs Feb 2017
|
|
36962G2F0
|
|
US36962G2F08
|
|
$500
|
|
79
|
|
FRNs Feb 2017
|
|
USD
|
|
200,000
|
|
1,000
|
|
6.25
|
|
2.000% Feb 2017
|
|
—
|
|
XS0287934722
|
|
¥50,000
|
|
80
|
|
2.000% Feb 2017
|
|
JPY
|
|
25,000,000
|
|
1,000
|
|
6.25
|
|
FRNs Mar 2017
|
|
—
|
|
XS0290587509
|
|
$250
|
|
81
|
|
FRNs Mar 2017
|
|
USD
|
|
200,000
|
|
1,000
|
|
6.25
|
|
FRNs Mar 2017
|
|
—
|
|
XS0287158629
|
|
$100
|
|
82
|
|
FRNs Mar 2017
|
|
USD
|
|
200,000
|
|
1,000
|
|
6.25
|
|
3.250% Apr 2017
|
|
—
|
|
XS0290597219
|
|
¥30,000
|
|
83
|
|
3.250% Apr 2017
|
|
JPY
|
|
25,000,000
|
|
1,000
|
|
6.25
|
|
5.360% May 2017
|
|
—
|
|
XS0298997460
|
|
PLN240
|
|
84
|
|
5.360% May 2017
|
|
PLN
|
|
750,000
|
|
1,000
|
|
6.25
|
|
4.125% May 2017
|
|
—
|
|
XS0927127372
|
|
MXN$1,500
|
|
85
|
|
4.125% May 2017
|
|
MXN
|
|
3,000,000
|
|
1,000
|
|
6.25
|
|
FRNs Sept 2017
|
|
—
|
|
XS0322549774
|
|
€325
|
|
86
|
|
FRNs Sept 2017
|
|
EUR
|
|
125,000
|
|
1,000
|
|
7.50
|
|
6.250% Dec 2017
|
|
—
|
|
XS0148124588
|
|
£500
|
|
87
|
|
6.250% Dec 2017
|
|
GBP
|
|
125,000
|
|
1,000
|
|
7.50
|
|
2.625% Jan 2018
|
|
—
|
|
XS0875330697
|
|
SEK2,700
|
|
88
|
|
2.625% Jan 2018
|
|
SEK
|
|
1,500,000
|
|
1,000
|
|
7.50
|
|
FRNs Jan 2018
|
|
—
|
|
XS0875331745
|
|
SEK2,300
|
|
89
|
|
FRNs Jan 2018
|
|
SEK
|
|
1,500,000
|
|
1,000
|
|
7.50
|
|
4.250% Jan 2018
|
|
—
|
|
XS0876185876
|
|
NZ$600
|
|
90
|
|
4.250% Jan 2018
|
|
NZD
|
|
300,000
|
|
1,000
|
|
7.50
|
|
4.625% Jan 2043
|
|
—
|
|
XS0880289292
|
|
$700
|
|
91
|
|
4.625% Jan 2043
|
|
USD
|
|
200,000
|
|
1,000
|
|
7.50
|
|
FRNs Feb 2018
|
|
—
|
|
XS0346822082
|
|
$102
|
|
92
|
|
FRNs Feb 2018
|
|
USD
|
|
200,000
|
|
1,000
|
|
7.50
|
|
3.000% Feb 2018
|
|
—
|
|
XS0858571184
|
|
NOK1,300
|
|
93
|
|
3.000% Feb 2018
|
|
NOK
|
|
1,500,000
|
|
1,000
|
|
7.50
|
|
8.500% Apr 2018
|
|
—
|
|
XS0356838952
|
|
MXN$3,250
|
|
94
|
|
8.500% Apr 2018
|
|
MXN
|
|
3,000,000
|
|
1,000
|
|
12.50
|
|
4.210% Apr 2018
|
|
—
|
|
XS0360926025
|
|
HK$550
|
|
95
|
|
4.210% Apr 2018
|
|
HKD
|
|
1,500,000
|
|
1,000
|
|
7.50
|
|
8.870% Jun 2018
|
|
—
|
|
XS0366298437
|
|
MXN$2,500
|
|
96
|
|
8.870% Jun 2018
|
|
MXN
|
|
3,000,000
|
|
1,000
|
|
12.50
|
|
4.930% Jun 2018
|
|
—
|
|
XS0373042398
|
|
HK$400
|
|
97
|
|
4.930% Jun 2018
|
|
HKD
|
|
1,500,000
|
|
1,000
|
|
7.50
|
|
FRNs Aug 2018
|
|
36962GX66
|
|
US36962GX669
|
|
$300
|
|
98
|
|
FRNs Aug 2018
|
|
USD
|
|
200,000
|
|
1,000
|
|
7.50
|
|
FRNs Dec 2018
|
|
—
|
|
XS0275895612
|
|
$100
|
|
99
|
|
FRNs Dec 2018
|
|
USD
|
|
200,000
|
|
1,000
|
|
7.50
|
|
FRNs Jul 2019
|
|
—
|
|
XS0956200785
|
|
SEK1,100
|
|
100
|
|
FRNs Jul 2019
|
|
SEK
|
|
1,500,000
|
|
1,000
|
|
10.00
|
|
3.250% Jul 2019
|
|
—
|
|
XS0956200868
|
|
SEK500
|
|
101
|
|
3.250% Jul 2019
|
|
SEK
|
|
1,500,000
|
|
1,000
|
|
10.00
|
|
6.250% Sept 2020
|
|
—
|
|
XS0118106243
|
|
£200
|
|
102
|
|
6.250% Sept 2020
|
|
GBP
|
|
125,000
|
|
1,000
|
|
15.00
|
|
5.500% Jun 2021
|
|
—
|
|
XS0092499077
|
|
£360
|
|
103
|
|
5.500% Jun 2021
|
|
GBP
|
|
125,000
|
|
1,000
|
|
15.00
|
|
6.310% Oct 2021
|
|
—
|
|
XS0456392587
|
|
NOK500
|
|
104
|
|
6.310% Oct 2021
|
|
NOK
|
|
1,500,000
|
|
1,000
|
|
15.00
|
|
8.350% Sept 2022
|
|
—
|
|
XS0319509294
|
|
MXN$3,120
|
|
105
|
|
8.350% Sept 2022
|
|
MXN
|
|
3,000,000
|
|
1,000
|
|
22.50
|
|
4.5351% Aug 2023
|
|
—
|
|
XS0384168638
|
|
HK$400
|
|
106
|
|
4.5351% Aug 2023
|
|
HKD
|
|
1,500,000
|
|
1,000
|
|
17.50
|
|
FRNs May 2024
|
|
36962GL36
|
|
US36962GL367
|
|
$175.5
|
|
107
|
|
FRNs May 2024
|
|
USD
|
|
200,000
|
|
1,000
|
|
20.00
|
|
5.550% Jan 2026
|
|
36962GT95
|
|
US36962GT956
|
|
$500
|
|
108
|
|
5.550% Jan 2026
|
|
USD
|
|
200,000
|
|
1,000
|
|
20.00
|
|
FRNs May 2026
|
|
36962GW75
|
|
US36962GW752
|
|
$950
|
|
109
|
|
FRNs May 2026
|
|
USD
|
|
200,000
|
|
1,000
|
|
20.00
|
|
3.750% Apr 2028
|
|
—
|
|
XS0912069514
|
|
$50
|
|
110
|
|
3.750% Apr 2028
|
|
USD
|
|
200,000
|
|
1,000
|
|
20.00
|
|
5.250% Dec 2028
|
|
—
|
|
XS0096298822
|
|
£425
|
|
111
|
|
5.250% Dec 2028
|
|
GBP
|
|
125,000
|
|
1,000
|
|
25.00
|
|
3.856% Jun 2030
|
|
—
|
|
XS0795151082
|
|
€150
|
|
112
|
|
3.856% Jun 2030
|
|
EUR
|
|
125,000
|
|
1,000
|
|
20.00
|
|
5.625% Sept 2031
|
|
—
|
|
XS0154681737
|
|
£178
|
|
113
|
|
5.625% Sept 2031
|
|
GBP
|
|
125,000
|
|
1,000
|
|
20.00
|
|
7.500% Aug 2035##
|
|
36959CAA6
|
|
US36959CAA62
|
|
$300
|
|
114
|
|
7.500% Aug 2035
|
|
USD
|
|
200,000
|
|
1,000
|
|
15.00
|
|
4.125% Sept 2035##
|
|
—
|
|
XS0229567440
|
|
€750
|
|
115
|
|
4.125% Sept 2035
|
|
EUR
|
|
125,000
|
|
1,000
|
|
35.00
|
|
FRNs Aug 2036
|
|
36962GX74
|
|
US36962GX743
|
|
$300
|
|
116
|
|
FRNs Aug 2036
|
|
USD
|
|
200,000
|
|
1,000
|
|
30.00
|
|
FRNs Nov 2045
|
|
36962GT20
|
|
US36962GT204
|
|
$50
|
|
117
|
|
FRNs Nov 2045
|
|
USD
|
|
200,000
|
|
1,000
|
|
30.00
|
|
FRNs Dec 2046
|
|
36962G2A1
|
|
US36962G2A11
|
|
$79
|
|
118
|
|
FRNs Dec 2046
|
|
USD
|
|
200,000
|
|
1,000
|
|
30.00
|
|
4.875% Sept 2037##
|
|
—
|
|
XS0229561831
|
|
£750
|
|
119
|
|
4.875% Sept 2037
|
|
GBP
|
|
125,000
|
|
1,000
|
|
15.00
|
|
FRNs Nov 2047
|
|
36962G3N2
|
|
US36962G3N23
|
|
$162
|
|
120
|
|
FRNs Nov 2047
|
|
USD
|
|
200,000
|
|
1,000
|
|
30.00
|
|
5.375% Dec 2040
|
|
—
|
|
XS0182703743
|
|
£450
|
|
121
|
|
5.375% Dec 2040
|
|
GBP
|
|
125,000
|
|
1,000
|
|
37.50
|
|
FRNs Dec 2053
|
|
36962G7D0
|
|
US36962G7D05
|
|
$67.5
|
|
122
|
|
FRNs Dec 2053
|
|
USD
|
|
200,000
|
|
1,000
|
|
30.00
|
|
FRNs Dec 2054
|
|
36962G7L2
|
|
US36962G7L21
|
|
$78.5
|
|
123
|
|
FRNs Dec 2054
|
|
USD
|
|
200,000
|
|
1,000
|
|
30.00
|
_________________
|
#
|
|
Subordinated debentures. New Notes issued in exchange for the
subordinated debentures will be senior obligations.
|
|
|
|
|
|
##
|
|
Subordinated notes. New Notes issued in exchange for the
subordinated notes will be senior obligations. The 7.500% Old Notes
due August 21, 2035 and 4.125% Old Notes due September 19, 2035
already benefit from a senior guarantee provided by GE.
|
|
|
|
|
|
###
|
|
Issuer is GECC and formerly included LJ VP Holdings LLC (JV Penske),
an affiliate of GECC, as Co-Issuer.
|
|
|
|
|
|
(1)
|
|
We refer to floating-rate notes as FRNs and fixed to floating-rate
notes as F-FRNs.
|
|
|
|
|
|
(2)
|
|
Each series or tranche of New Par Notes will have the same maturity
and, in the case of fixed-rate New Par Notes, the same interest rate
or in the case of floating-rate New Par Notes, the same interest
rate basis, minimum interest rate, if any, interest reset dates,
spread, and other terms relating to the method of calculating the
interest rate, as the applicable Old Notes being exchanged as
indicated in the Offer to Exchange.
|
|
|
|
|
|
(3)
|
|
Minimum denominations in applicable currency of New Notes of a given
series or tranche that may be issued in exchange for Old Notes. Old
Notes of a given series or tranche may be tendered only in principal
amounts such that New Notes will be issued in such minimum
denominations.
|
|
|
|
|
|
(4)
|
|
Per $1,000 (or 1,000 units of applicable currency) principal amount
of Old Notes accepted for exchange.
|
|
|
|
|
|
(5)
|
|
The Exchange Consideration for each $1,000 (or 1,000 units of
applicable currency) principal amount of Old Notes tendered after
the Early Participation Date and at or prior to the Expiration Date
and accepted for exchange will be New Notes in a principal amount
equal to the applicable Total Exchange Consideration (which is the
sum of the principal amount of New Notes and the amount of cash set
forth in the table above) minus $50 (or 50 units of applicable
currency). As a result, in the case of the Par for Par Exchange
Offers, Eligible Holders that tender Old Notes after the Early
Participation Date will not receive the cash portion of the Total
Exchange Consideration and will receive New Par Notes in a principal
amount that will be less than the principal amount of the Old Notes
tendered.
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(6)
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Hybrids: Each series of subordinated debentures listed under the
heading “Hybrids” includes a CUSIP or ISIN number for a
corresponding series of trust preferred securities (the “Trust
Preferred Securities”) issued by a GE Capital Trust in which a
portion of subordinated debentures are held. These Trust Preferred
Securities may be tendered in the Exchange Offers on the same terms
and with the same acceptance priority level as those applicable to
the underlying subordinated debentures to which they relate, with
references to aggregate principal amounts of subordinated debentures
corresponding to the same amount of aggregate liquidation preference
of the Trust Preferred Securities. We will issue New Notes in
exchange for any Trust Preferred Securities accepted for exchange;
we will not issue any new Trust Preferred Securities in the Exchange
Offers. Unless the context otherwise provides, references in this
communication to “Old Notes,” insofar as they purport to be a
description of the Old Notes described under the heading “Hybrids,”
are to the underlying subordinated debentures rather than the Trust
Preferred Securities; references to tenders of “Old Notes” that are
applicable to Old Notes described under the heading “Hybrids” and
similar references in this communication include the corresponding
Trust Preferred Securities.
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The Exchange Offers will expire at 11:59 p.m., New York City time on
October 19, 2015, unless extended by the Issuer (such date and time as
they may be extended by the Issuer, the “Expiration Date”). To be
eligible to receive the applicable Total Exchange Consideration
specified in the “Exchange Offers Summary Tables” above (the “Total
Exchange Consideration”), Eligible Holders must validly tender and not
validly withdraw their Old Notes at or prior to 5:00 p.m., New York City
time on October 2, 2015, unless extended by the Issuer (such date and
time as they may be extended by the Issuer, the “Early Participation
Date”). Old Notes tendered for exchange may be validly withdrawn at or
prior to 5:00 p.m., New York City time on October 2, 2015, unless
extended by the Issuer (such date and time as they may be extended by
the Issuer, the “Withdrawal Deadline”), but not thereafter unless
required by law.
Eligible Holders who validly tender Old Notes after the Early
Participation Date, but at or prior to the Expiration Date, and whose
Old Notes are accepted for exchange by the Issuer, will only receive the
applicable Exchange Consideration. The “Exchange Consideration” for each
$1,000 principal amount (or 1,000 units of applicable currency) of the
applicable series or tranche of Old Notes will be New Notes in a
principal amount equal to the applicable Total Exchange Consideration
minus $50 (or 50 units of applicable currency). As a result, in the case
of the Par for Par Exchange Offers, Eligible Holders that tender Old
Notes after the Early Participation Date will not receive the cash
portion of the Total Exchange Consideration and will receive New Par
Notes in a principal amount that will be less than the principal amount
of the Old Notes tendered in such Par for Par Exchange Offers. In the
case of the Market Value Exchange Offers, Eligible Holders that tender
Old Notes after the Early Participation Date will receive New Notes in a
principal amount that will also be less than the principal amount of the
New Notes that they would have received had they received the Total
Exchange Consideration.
The Total Exchange Consideration for each $1,000 (or £1,000) principal
amount of each series or tranche of fixed-rate Old Notes tendered in a
Market Value Exchange Offer for 2016 New Notes, 2020 New Notes, 2025 New
Notes and 2035 New Notes will be calculated by the lead dealer managers
at 11:00 a.m. (New York City time) (4:00 p.m. (London time)) on October
5, 2015, unless extended by the Issuer (such date and time, as they may
be extended by the Issuer, the “Price Determination Date”) and will be
equal to:
-
the present value on the Settlement Date (as defined below) of $1,000
(or £1,000) principal amount of such Old Notes due on the maturity
date (or if applicable, the par call date) of such Old Notes and all
scheduled interest payments on such principal amount of Old Notes to
be made from, but excluding, the Settlement Date up to, and including,
such maturity date (or if applicable, such par call date), discounted
to the Settlement Date in accordance with standard market practice as
described by the formula set forth in the Offer to Exchange, at a
discount rate equal to the applicable Exchange Offer Yield (as defined
below), minus
-
the Accrued Interest Amount (as defined below) per $1,000 (or £1,000)
principal amount of such Old Notes;
such amount being rounded to the nearest cent per $1,000 (or pence per
£1,000) principal amount of such Old Notes.
The “Exchange Offer Yield” will be equal to the sum of:
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the yield (the “Reference Yield”), as calculated by the lead dealer
managers in accordance with standard market practice, that equates to
the bid-side price of the Reference U.S. Treasury Security or the
price of the Reference U.K. Gilt Security, as applicable, specified in
“Exchange Offers Summary Tables” above for such series or tranche of
Old Notes appearing at the Price Determination Date on the Bloomberg
Pricing Monitor page specified in “Exchange Offers Summary Tables”
above for such series or tranche of Old Notes (or any other recognized
quotation source selected by the lead dealer managers in their sole
discretion if such quotation report is not available or manifestly
erroneous); plus
-
the fixed spread (the “Fixed Spread”) specified in “Exchange Offers
Summary Tables” above for such series or tranche of Old Notes.
In the case of any Old Notes tendered in a Market Value Exchange Offer
for 2016 GBP New Notes, the Exchange Offer Yield will be expressed on an
annualized basis.
The Total Exchange Consideration for each $1,000 principal amount of
floating-rate Old Notes tendered in a Market Value Exchange Offer for
2016 New Notes will be the principal amount set forth under “Total
Exchange Consideration” in the “Exchange Offers Summary Tables” above.
In addition to the applicable Total Exchange Consideration or Exchange
Consideration, Eligible Holders whose Old Notes are accepted for
exchange will be paid on the Settlement Date an amount equal to the
accrued and unpaid interest on such Old Notes or, in the case of Trust
Preferred Securities, accumulated and unpaid distributions, to, but
excluding, the Settlement Date (the “Accrued Interest Amount”).
Each series or tranche of New Market Notes issued in a Market Value
Exchange Offer will bear interest at the rate per annum, equal to the
sum of: (a) the yield of the applicable reference security appearing at
the Price Determination Date on the applicable Bloomberg reference page,
or any other recognized quotation source selected by the lead dealer
managers in their sole discretion if such quotation report is not
available or manifestly erroneous, plus (b) the applicable spread
for such series or tranche of New Market Notes, such sum rounded to the
third decimal place when expressed as a percentage.
The applicable reference security, Bloomberg reference page and spread
for each series or tranche of New Market Notes are as follows:
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New Market Notes
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Reference Security
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Bloomberg
Reference Page
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Fixed Spread
(basis points)
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2016 USD New Notes
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Eurodollar Synthetic Forward Rate (yield from two business days
after the Price Determination Date to the maturity date of 2016 USD
New Notes)
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EDSF
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+60
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2016 GBP New Notes
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2.000% U.K. Gilt Security due January 22, 2016
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DMO2
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+90
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2020 New Notes
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1.375% U.S. Treasury Security due August 31, 2020 (bid-side)
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FIT1
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+105
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2025 New Notes
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2.000% U.S. Treasury Security due August 15, 2025 (bid-side)
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FIT1
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+135
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2035 New Notes
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3.000% U.S. Treasury Security due May 15, 2045 (bid-side)
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FIT1
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+155
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If the aggregate principal amount of 2016 New Notes that would be issued
in the 2016 Market Value Exchange Offers if all Old Notes tendered were
to be accepted exceeds the $15 billion 2016 New Notes Cap, Old Notes
tendered for 2016 New Notes will be accepted up to the 2016 New Notes
Cap on a pro rata basis among all such Old Notes tendered. Old Notes of
any series or tranche that are not accepted in the 2016 Market Value
Exchange Offers due to proration will be treated as if tendered in the
applicable Par for Par Exchange Offer for such series or tranche of Old
Notes and will be subject to the applicable Acceptance Priority Level
and the Par for Par Cap.
If the aggregate principal amount of 2020 New Notes, 2025 New Notes and
2035 New Notes that would be issued in the 2020/2025/2035 Market Value
Exchange Offers if all Old Notes tendered were to be accepted exceeds
the 2020/2025/2035 New Notes Cap, Old Notes tendered for 2020 New Notes,
2025 New Notes and 2035 New Notes will be accepted up to the
2020/2025/2035 New Notes Cap on a pro rata basis among all such Old
Notes tendered. Old Notes tendered for 2020 New Notes, 2025 New Notes
and 2035 New Notes that are not accepted due to proration will not be
accepted for exchange in any Exchange Offer.
Subject to the Par for Par Cap, Old Notes of any series or tranche that
are validly tendered in the Par for Par Exchange Offers will be accepted
in accordance with the applicable Acceptance Priority Level (in
numerical priority order) for such series or tranche of Old Notes as set
forth in the “Exchange Offers Summary Tables” above, with Acceptance
Priority Level 1 being the highest priority level. All validly tendered
Old Notes having a higher Acceptance Priority Level will be accepted for
exchange in the Par for Par Exchange Offers before any tendered Old
Notes having a lower Acceptance Priority Level. If the remaining
available amount within the Par for Par Cap is not sufficient to accept
for exchange Old Notes with a particular Acceptance Priority Level, the
remaining available amount will be allocated pro rata among those Old
Notes with such Acceptance Priority Level and any Old Notes with a lower
Acceptance Priority Level will not be accepted for exchange in the Par
for Par Exchange Offers.
There is no cash tender offer or consent solicitation being conducted in
connection with the Exchange Offers.
Our obligation to accept any Old Notes tendered in the Exchange Offers
is subject to certain customary conditions. There is no overall minimum
condition for the aggregate principal amount of New Notes to be issued
in the Exchange Offers. Subject to applicable law, each Exchange Offer
may be amended, extended or terminated individually.
The “Settlement Date” for the Exchange Offers is expected to be five
business days following the Expiration Date, must be a business day both
in the City of New York and in London and would be October 26, 2015
based on the current Expiration Date.
The New Notes have not been and will not be registered under the
Securities Act or the securities laws of any jurisdiction and may not be
offered or sold in the United States absent registration or an
applicable exemption from registration requirements. The Exchange Offers
are being made only: (a) to holders of Old Notes that are QIBs who are
acquiring New Notes for their own account or for the account of one or
more other QIBs in private transactions in reliance upon the exemption
from the registration requirements of the Securities Act provided by
Section 4(a)(2) thereof and (b) outside the United States, to holders of
Old Notes other than “U.S. persons” as defined in Regulation S and who
are not acquiring New Notes for the account or benefit of a “U.S.
person,” in offshore transactions in compliance with Regulation S, and
who in the case of (a) and (b) if outside the United States, are
Non-U.S. Qualified Offerees (as defined in the Offer to Exchange). The
holders of Old Notes who have represented to the Issuer that they are
eligible to participate in the Exchange Offers on one of the foregoing
bases are referred to as “Eligible Holders.”
Holders of Old Notes denominated in U.S. dollars who desire to confirm
their eligibility to participate in the Exchange Offers and to receive a
copy of the Offer to Exchange may contact D.F. King & Co., Inc. at +1
(212) 269-5550 (for bankers and brokers), +1 (866) 388-7535 (toll free),
+44 (0) 207 920 9700 (toll) or ge@dfking.com.
Holders of Old Notes denominated in a currency other than U.S. dollars
who desire to confirm their eligibility to participate in the Exchange
Offers and to receive a copy of the Offer to Exchange may contact Lucid
Issuer Services Ltd. at +44 (0) 207 704 0880 (toll) or ge@lucid-is.com.
Certain New Notes (as set forth in the Offer to Exchange) will be
entitled to certain registration rights.
Application has been made to the Irish Stock Exchange plc for the New
Notes to be admitted to the Irish Stock Exchange’s Official List and to
trading on the Global Exchange Market, which is the exchange-regulated
market of the Irish Stock Exchange. The Global Exchange Market is not a
regulated market for the purposes of The Markets in Financial
Instruments Directive (2004/39/EC).
Additional Information
Eligible Holders are advised to check with the broker, dealer, custodian
bank, depositary, trust company or other nominee and clearing system or
other intermediary through which they hold their Old Notes as to whether
such nominee or intermediary applies different deadlines for any of the
events specified in this communication or the Offer to Exchange, and
then to allow for such deadlines.
This communication does not constitute an offer to buy or sell or a
solicitation of an offer to buy or sell either Old Notes or New Notes 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
communication in certain jurisdictions (including, but not limited to,
Australia, Canada, China, the European Economic Area, France, Hong Kong,
Ireland, Italy, Japan, Korea, Kuwait, Luxembourg, Mexico, Switzerland,
the United Kingdom and the United States) and the offering of the New
Notes in certain jurisdictions may be restricted by law.
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). Accordingly, this communication is only for
distribution to and directed at: (i) in the United Kingdom, persons
having professional experience in matters relating to investments
falling within Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (as amended) (the “Order”)); (ii)
high net worth entities falling within Article 49(2)(a) to (d) of the
Order; (iii) persons who are outside the United Kingdom; and (iv) any
other person to whom it can otherwise be lawfully distributed (all such
persons together being referred to as "Relevant Persons"). Any
investment or investment activity to which this communication relates is
available only to and will be engaged in only with Relevant Persons. Persons
who are not Relevant Persons should not take any action based upon this
communication and should not rely on it.
In relation to each Member State of the European Economic Area which
has implemented the Prospectus Directive (each, a “Relevant
Member State”), with effect from and including the date on which
the Prospectus Directive is implemented in that Relevant Member State,
this communication is not being made in that Relevant Member State other
than: (a) to any legal entity which is a qualified investor as defined
in the Prospectus Directive; (b) to fewer than 150 natural or legal
persons (other than qualified investors as defined in the Prospectus
Directive), as permitted under the Prospectus Directive, subject to
obtaining the prior consent of the relevant dealer or dealers nominated
by the Issuer for any such offer; or (c) in any other circumstances
falling within Article 3(2) of the Prospectus Directive; provided that
no such communication referred to in (a) to (c) above shall require the
Issuer or any dealer manager, the information agents or the exchange
agents to publish a prospectus pursuant to Article 3 of the Prospectus
Directive or supplement a prospectus pursuant to Article 16 of the
Prospectus Directive. The expression “Prospectus Directive” means
Directive 2003/71/EC (as amended, including by Directive 2010/73/EU) and
includes any relevant implementing measure in such Relevant Member State.
Forward-Looking Statements
This communication 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,” or “target.” Forward-looking statements
by their nature address matters that are, to different degrees,
uncertain, such as statements about the consummation of the
Reorganization and the Exchange Offers; our announced GE Capital Exit
Plan to reduce the size of our financial services businesses, including
expected cash and non-cash charges associated with the GE Capital Exit
Plan; expected income; earnings per share; revenues; organic growth;
margins; cost structure; restructuring charges; cash flows; return on
capital; capital expenditures, capital allocation or capital structure;
dividends; and the split between GE’s industrial business and GECC
earnings. For us, particular uncertainties that could cause our actual
results to be materially different than those expressed in our
forward-looking statements include: obtaining (or the timing of
obtaining) any required regulatory reviews or approvals or any other
consents or approvals associated with our announced GE Capital Exit Plan
to reduce the size of our financial services businesses (including the
Merger); our ability to complete incremental asset sales as part of the
GE Capital Exit Plan in a timely manner (or at all) and at the prices we
have assumed; changes in law, economic and financial conditions,
including interest and exchange rate volatility, commodity and equity
prices and the value of financial assets, including the impact of these
conditions on our ability to sell or the value of incremental assets to
be sold as part of the GE Capital Exit Plan as well as other aspects of
the GE Capital Exit Plan; the impact of conditions in the financial and
credit markets on the availability and cost of GECC’s funding, and
GECC’s exposure to counterparties; the impact of conditions in the
housing market and unemployment rates on the level of commercial and
consumer credit defaults; pending and future mortgage loan repurchase
claims and other litigation claims in connection with WMC Mortgage
Corporation, which may affect our estimates of liability, including
possible loss estimates; our ability to maintain our current credit
rating and the impact on our funding costs and competitive position if
we do not do so; the adequacy of our cash flows and earnings and other
conditions, which may affect our ability to pay our quarterly dividend
at the planned level or to repurchase shares at planned levels; GECC’s
ability to pay dividends to GE at the planned level, which may be
affected by GECC’s cash flows and earnings, financial services
regulation and oversight, and other factors; our ability to convert
pre-order commitments/wins into orders; the price we realize on orders
since commitments/wins are stated at list prices; customer actions or
developments such as early aircraft retirements or reduced energy demand
and other factors that may affect the level of demand and financial
performance of the major industries and customers we serve; the
effectiveness of our risk management framework; the impact of regulation
and regulatory, investigative and legal proceedings and legal compliance
risks, including the impact of financial services regulation and
litigation; adverse market conditions, timing of and ability to obtain
required bank regulatory approvals, or other factors relating to us or
Synchrony Financial that could prevent us from completing the Synchrony
Financial split-off as planned; our capital allocation plans, as such
plans may change including with respect to the timing and size of share
repurchases, acquisitions, joint ventures, dispositions and other
strategic actions; our success in completing, including obtaining
regulatory approvals for, announced transactions, such as the proposed
transactions and alliances with Alstom, Appliances and the GE Capital
Exit Plan, and our ability to realize anticipated earnings and savings;
our success in integrating acquired businesses and operating joint
ventures; the impact of potential information technology or data
security breaches; our actual division of U.S. and international assets,
which may not occur as expected; and the other factors that are
described in “Risk Factors” in each of GE’s and GECC’s Annual Report on
Form 10-K for the year ended December 31, 2014, as such descriptions may
be updated or amended in any future report GE or GECC files with the
U.S. Securities and Exchange Commission. These or other uncertainties
may cause our actual future results to be materially different than
those expressed in our forward-looking statements. We do not undertake
to update our forward-looking statements.
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