General Electric Company (“GE”) today announced its intention to conduct
exchange offers pursuant to which GE will offer to exchange new GE
preferred stock for its existing three series of preferred stock,
consisting of its:
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4.00% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock,
Series A, $1.00 par value, with a liquidation preference of $1,000 per
share (CUSIP No. 369604 BM4);
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4.10% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock,
Series B, $1.00 par value, with a liquidation preference of $1,000 per
share (CUSIP No. 369604 BN2); and
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4.20% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock,
Series C, $1.00 par value, with a liquidation preference of $1,000 per
share (CUSIP No. 369604 BP7).
GE issued the existing preferred stock on December 3, 2015 to holders of
preferred stock of General Electric Capital Corporation (“GECC”) in
connection with the completed reorganization of GECC. Based on investor
feedback following the December 3 issuance, GE intends to conduct
exchange offers pursuant to which holders of the existing GE preferred
stock will have the option (but not the obligation) to exchange their
existing GE preferred stock (together with all rights related to such
shares) for new GE preferred stock with new terms. The terms and
conditions of the exchange offers will be described in definitive
documentation to be distributed upon commencement of the exchange
offers. GE intends to provide the terms of the contemplated exchange
offers on or before December 21, 2015.
Additional Information
This document is for informational purposes only and is neither an
offer to sell or the solicitation of an offer to buy any securities nor
a recommendation as to whether investors should participate in the
exchange offers. GE will file with the Securities and Exchange
Commission (the “SEC”) a registration statement on Form S-4 that will
include a Prospectus, which will more fully describe the terms and
conditions of the exchange offers. The exchange offers will be made
solely by the Prospectus. The Prospectus will contain important
information about the exchange offers. GE will deliver the Prospectus to
holders of GE preferred stock. INVESTORS AND SECURITY HOLDERS ARE URGED
TO READ THE PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC, WHEN THEY BECOME AVAILABLE AND BEFORE MAKING ANY INVESTMENT
DECISION, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. None of GE or any
of its directors or officers or the dealer manager(s) to be appointed
with respect to the exchange offers makes any recommendation as to
whether you should participate in the exchange offers.
Holders of GE preferred stock may obtain the Prospectus, and other
related documents filed with the SEC, at the SEC’s Public Reference
Room, located at 100 F Street, N.E., Washington, D.C. 20549, and will be
able to obtain information on the operation of the Public Reference Room
by calling the SEC at 1-800-SEC-0330. Holders of GE preferred stock will
also be able to obtain copies of the Prospectus, and other documents
filed with the SEC, by mail from the SEC at the above address, at
prescribed rates. The SEC also maintains a website that contains reports
and other information that GE file electronically with the SEC and that
may be obtained for free. The address of that website is http://www.sec.gov.
Holders of GE preferred stock will also be able to obtain a copy of the
Prospectus by clicking on the appropriate link on this website.
Alternatively, a copy of the Prospectus may be obtained free of charge
by requesting a copy from Brigid M. Tobin (Investor Relations) (203 357
4732) at: Brigid.m.tobin@ge.com
or 201 High Ridge Road, Stamford, CT 06905-3417.
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 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 exchange offers. Uncertainties that could
cause our actual results to be materially different than those expressed
in our forward-looking statements include the failure or inability to
launch or consummate any of these transactions in a timely manner or at
all, the failure or inability to make or take any filing or other action
required to launch or consummate any such transaction on a timely matter
or at all, and changes in market conditions. These or other
uncertainties may cause our actual future results to be materially
different from those expressed in our forward-looking statements.
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