NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, ITS TERRITORIES
AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM,
AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE
OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (the “United States”)
OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE
THIS DOCUMENT.
GE Capital Australia Funding Pty. Ltd. (ACN 085 675 467) (“GECAF”),
GE Capital Canada Funding Company (“GECCF”) and GE Capital UK
Funding Unlimited Company (“GECUKF” and, together with GECAF and
GECCF, the “Offerors”) today announced that they had commenced
cash tender offers to purchase any and all of the securities set forth
in the table below (each an “Offer” and collectively the “Tender
Offer”).
AUD Fixed Rate Securities
|
|
Securities
|
|
ISIN
|
|
Aggregate Principal Amount Outstanding
|
|
Fixed Spread
|
|
Reference Benchmark
|
|
Bloomberg Reference Page
|
GE Capital Australia Funding Pty. Ltd.
|
|
4.000% Notes due May 2018
|
|
XS0934529768
|
|
AUD200,000,000
|
|
50 bps
|
|
The relevant interpolated mid- swap rate calculated in accordance
with the Australian dollar market convention
|
|
IAUS10
|
|
|
4.125% Notes due July 2018
|
|
XS1023248203
|
|
AUD150,000,000
|
|
55 bps
|
|
|
IAUS10
|
|
|
5.000% Notes due September 2019
|
|
XS0972856917
|
|
AUD150,000,000
|
|
55 bps
|
|
|
IAUS10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CAD Fixed Rate Securities
|
|
Securities
|
|
ISIN
|
|
CUSIP
|
Aggregate Principal Amount Outstanding
|
|
Fixed Spread
|
|
Reference Benchmark
|
|
Bloomberg Reference Page
|
GE Capital Canada Funding Company
|
|
5.530% Notes due August 2017
|
|
CA36158ZBH88
|
|
36158ZBH8
|
CAD1,350,000,000
|
|
45 bps
|
|
1 ½ per cent. Government of Canada Bond due September 2017
(ISIN: CA135087A461)
|
|
RBCB
|
|
|
4.400% Notes due February 2018
|
|
CA36158ZBR60
|
|
36158ZBR6
|
CAD400,000,000
|
|
55 bps
|
|
1 ¼ per cent. Government of Canada Bond due March 2018 (ISIN:
CA135087A875)
|
|
RBCB
|
|
|
2.420% Notes due May 2018
|
|
CA36158ZCA27
|
|
36158ZCA2
|
CAD1,000,000,000
|
|
35 bps
|
|
4 ¼ per cent. Government of Canada Bond due June 2018 (ISIN:
CA135087YL25)
|
|
RBCB
|
|
|
3.550% Notes due June 2019
|
|
CA36158ZBX39
|
|
36158ZBX3
|
CAD350,000,000
|
|
55 bps
|
|
3 ¾ per cent. Government of Canada Bond due June 2019 (ISIN:
CA135087YR94)
|
|
RBCB
|
|
|
5.680% Notes due September 2019
|
|
CA36158ZBN56
|
|
36158ZBN5
|
CAD700,000,000
|
|
55 bps
|
|
1 ¾ per cent.Government of Canada Bond due September 2019
(ISIN: CA135087C855)
|
|
RBCB
|
|
|
5.730% Notes due October 2037
|
|
CA36158ZBK18
|
|
36158ZBK1
|
CAD1,350,000,000
|
|
110 bps
|
|
3 ½ per cent. Government of Canada Bond due December 2045
(ISIN: CA135087ZS68)
|
|
RBCB
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GBP Fixed Rate Securities
|
|
Securities
|
|
ISIN
|
|
Aggregate Principal Amount Outstanding
|
|
Fixed Spread
|
|
Reference Benchmark
|
|
Bloomberg Reference Page
|
GE Capital UK Funding Unlimited Company(1)
|
|
4.125% Notes due September 2017
|
|
XS0544837676
|
|
GBP600,000,000
|
|
70 bps
|
|
1 per cent. UK Treasury Stock due September 2017 (ISIN:
GB00B7F9S958)
|
|
DMO2
|
|
|
2.375% Notes due December 2018
|
|
XS1078758833
|
|
GBP300,000,000
|
|
70 bps
|
|
1 ¼ per cent. UK Treasury Stock due July 2018 (ISIN: GB00B8KP6M44)
|
|
DMO2
|
|
|
5.625% Notes due April 2019
|
|
XS0297507773
|
|
GBP300,000,000
|
|
50 bps
|
|
4 ½ per cent. UK Treasury Stock due March 2019 (ISIN: GB00B39R3F84)
|
|
DMO2
|
|
|
4.375% Notes due July 2019
|
|
XS0740772420
|
|
GBP625,000,000
|
|
85 bps
|
|
1 ¾ per cent. UK Treasury Stock due July 2019 (ISIN: GB00BDV0F150)
|
|
DMO2
|
|
|
5.125% Notes due May 2023
|
|
XS0254673964
|
|
GBP425,000,000
|
|
55 bps
|
|
2 ¼ per cent. UK Treasury Stock due September 2023 (ISIN: GB00B7Z53659)
|
|
DMO2
|
|
|
6.250% Notes due May 2038
|
|
XS0361336356
|
|
GBP650,000,000
|
|
70 bps
|
|
4 ¾ per cent. UK Treasury Stock due December 2038 (ISIN:
GB00B00NY175)
|
|
DMO2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GBP Floating Rate Securities
|
|
Securities
|
|
ISIN
|
|
Aggregate Principal Amount Outstanding
|
|
Fixed Price
|
|
|
|
|
GE Capital UK Funding Unlimited Company(1)
|
|
Floating Rate Notes due March 2017
|
|
XS0286359582
|
|
GBP160,000,000
|
|
100.000%
|
|
|
|
|
|
|
Floating Rate Notes due January 2018
|
|
XS1167300497
|
|
GBP325,000,000
|
|
100.000%
|
|
|
|
|
(1) On 13 April 2016 GE Capital UK Funding changed its name to GE
Capital UK Funding Unlimited Company.
Overview of the Tender Offer
The Tender Offer is made pursuant to the terms and subject to the
conditions set forth in the Tender Offer Memorandum dated today (as it
may be amended or supplemented from time to time, the “Tender Offer
Memorandum”).
In respect of floating rate Securities, the fixed price offered for each
GBP1,000 principal amount of Securities purchased pursuant to the Tender
Offer is set forth in the table above (the “Floating Rate
Consideration”). In respect of fixed rate Securities, the fixed
spread over the relevant Reference Benchmark offered for Securities
purchased pursuant to the Tender Offer is set forth in the table above
(the “Fixed Rate Consideration” and, together with the Floating
Rate Consideration, the “Consideration”). The Fixed Rate
Consideration will be determined by reference to the Reference
Benchmarks at Pricing. For the AUD Fixed Rate Securities, Pricing will
occur at or around 11.00 am London time on 5 May 2016. For the GBP Fixed
Rate Securities, Pricing will occur at or around 1.00 pm London time on
5 May 2016. For the CAD Fixed Rate Securities, Pricing will occur at or
around 10.00 am Toronto time on 5 May 2016.
Holders whose Securities are purchased pursuant to the Tender Offer will
also be paid an amount equal to the accrued and unpaid interest thereon
from the applicable last interest payment date up to, but not including,
the date (the “Settlement Date”) on which payment is made for
Securities that have been validly tendered (and not validly revoked)
(the “Accrued Interest”). Interest will cease to accrue on the
Settlement Date for all Securities accepted in any Offer.
The Tender Offer will expire at (i) 4.00 p.m. London time on 4 May
2016 in the case of the AUD Securities and the GBP Securities and (ii)
5.00 p.m. Toronto time on 4 May 2016 in the case of the CAD Securities,
unless extended by the Offerors (such time and date, as the same may be
extended, the “Expiration Time”). Holders of Securities must
validly tender and not validly revoke their Securities prior to the
Expiration Time to be eligible to receive the Consideration. Tendered
Securities are irrevocable except in the limited circumstances described
in the Tender Offer Memorandum.
The Offerors expect that the Settlement Date for each Offer will be on
or about 12 May 2016. Interest will cease to accrue on the Settlement
Date for all Securities accepted in any Offer.
If you hold Securities through a broker, dealer, custodian bank,
depositary, trust company or other nominee, you should keep in mind that
this entity may require you to take action with respect to an Offer a
number of days before the Expiration Time in order for such entity to
tender Securities on your behalf prior to the Expiration Time.
Each Offeror’s obligation to pay the Consideration plus Accrued Interest
is conditioned, among other things, on the satisfaction or waiver of
certain conditions set forth in the Tender Offer Memorandum. No Offer is
conditioned on any minimum amount of Securities being tendered or on the
consummation of any other Offer, and each Offer may be amended, extended
or terminated separately.
The purpose of the Tender Offer is to retire a portion of certain of the
Offerors’ outstanding debt securities and reduce cash interest expense
as part of General Electric Company’s (“GE”) plan, announced on
10 April 2015, to reduce the size of its financial services businesses
through the sale of most of General Electric Capital Corporation’s
assets and to focus on continued investment and growth in GE’s
industrial businesses. Any Securities that are purchased in the Tender
Offer will be retired and cancelled.
The Offerors have retained Deutsche Bank AG, London Branch (“Deutsche
Bank”) to act as global coordinator for the Tender Offer, and
Deutsche Bank, Barclays Bank PLC (“Barclays”), Royal Bank of
Canada, Sydney Branch, RBC Dominion Securities Inc. and RBC Europe
Limited (collectively, “RBC”) to act as Dealer Managers
(collectively, the “Dealer Managers”) for the Tender Offer.
Deutsche Bank may be contacted at +44 (0) 207 545 8011; Barclays may be
contacted at +44 (0) 203 134 8515; and RBC may be contacted at +1 416
842 6311. None of Deutsche Bank or Barclays or their respective
affiliates will directly solicit or advertise in Canada with respect to
the Offers for Securities of GECCF or otherwise with any Canadian holder
of Securities of GECCF and any solicitation or advertisement with
respect to the Offers in Canada for Securities of GECCF or otherwise
with Canadian holders of Securities of GECCF will be conducted by RBC.
The Offerors have also retained Lucid Issuer Services Limited to serve
as global tender agent and information agent (the “Global Tender
Agent” and “Information Agent” respectively) for the Tender
Offer and TMX Equity Transfer and Trust Company to serve as the Canadian
tender agent (the “Canadian Tender Agent” and, together with the
Global Tender Agent, the “Tender Agents”).
Any requests for additional electronic copies of the Tender Offer
Memorandum and any questions concerning tender procedures relating to
any AUD Securities or GBP Securities should be directed to the Global
Tender Agent at Lucid Issuer Services Ltd., Tankerton Works, 12 Argyle
Walk, London WC1H 8HA, United Kingdom (telephone: +44 (0) 207 704 0880;
Email: ge@lucid-is.com). Any
questions concerning tender procedures for CAD Securities should be
directed to the Canadian Tender Agent at its address or telephone number
listed on the back cover of the Tender Offer Memorandum. You may also
contact your broker, dealer, custodian bank, depositary, trust company
or other nominee for assistance concerning the Tender Offer. Any
questions concerning the terms and conditions of the Tender Offer should
be directed to the Dealer Managers at the telephone numbers listed on
the back cover of the Tender Offer Memorandum.
Copies of the Tender Offer Memorandum are available from the Global
Tender Agent at its address set out above.
None of the Offerors, the Dealer Managers, the Tender Agents or the
Information Agent is making any recommendation as to whether Holders
should tender Securities in response to the Tender Offer.
This communication does not constitute an offer to purchase or a
solicitation of tenders of Securities from any person located in the
United States or 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 or blue sky laws or otherwise. This communication
does not constitute an offer to sell any securities or the solicitation
of an offer to buy any securities (other than the Securities set forth
in the table above).
The distribution of this communication and the Tender Offer
Memorandum in certain jurisdictions may be restricted by law. Persons
into whose possession this communication and/or the Tender Offer
Memorandum comes are required by each of the Offerors, the Dealer
Managers and the Tender Agents to inform themselves about, and to
observe, any such restrictions.
This distribution of this communication, the Tender Offer Memorandum
and any other documents or materials relating to the Tender Offer is not
being made and such documents and/or materials have not been approved by
an authorized person for the purposes of section 21 of the Financial
Services and Markets Act 2000. Accordingly, such documents and/or
materials are not being distributed to, and must not be passed on to,
the general public in the United Kingdom. The communication of
such documents and/or materials as a financial promotion is only being
made to and directed at, and may only be acted upon by, those 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, as amended (the
“Financial Promotion Order”)) or persons who are within Article 43 of
the Financial Promotion Order or any other persons to whom it may
otherwise lawfully be made under the Financial Promotion Order.
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 Tender Offer. Uncertainties that
could cause our actual results to be materially different than those
expressed in our forward-looking statements include the failure to
consummate any of these transactions or to make or take any filing or
other action required to consummate any such transaction on a timely
matter or at all. 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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