GE announces tender pricing, expects to repurchase $7.2 billion notes

By Wendy Van Sickle

Columbus, Ohio, Nov. 30 – GE announced it expects to repurchase about $7.2 billion principal amount of notes from three series and pricing of its Nov. 8 offer to purchase securities from 38 series for cash up to a $7 billion aggregate purchase price.

GE made the offer for its own account, including as successor of General Electric Capital Corp. and General Electric Capital Services, Inc., and on behalf of subsidiaries GE Capital International Funding Co. Unlimited Co. (formerly GE Capital International Funding Co.), GE Capital European Funding Unlimited Co. (formerly GE Capital European Funding), GE Capital UK Funding Unlimited Co. (formerly GE Capital UK Funding), GE Capital Funding, LLC and Security Capital Group Inc.

As of 5 p.m. ET on Nov. 22, the early participation date, holders had tendered $9.3 billion, £629 million and €865 million of securities, as previously reported. The company said Wednesday it expects to accept tenders from only the top three levels of acceptance priority.

The notes it expects to purchase include the following, with pricing listed per $1,000 principal amount:

• All $5,833,124,000 tendered of the $6,962,918,000 outstanding 4.418% notes due Nov. 15, 2035 (ISINs: US36164NFH35, US36164PFH82, US36164QNA21) issued by GE Capital International for $935.81, calculated using the 3.751% reference yield of the 2.75% U.S. Treasury due Aug. 15, 2032 and a fixed spread of 135 basis points;

• All $1,128,397,000 tenders of the $2,452,263,000 outstanding 6.75% notes due March 15, 2032 (ISIN: US36962GXZ26) issued by General Electric Capital Corp. for $1,132.53, calculated using the 3.751% reference yield of the 2.75% U.S. Treasury due Aug. 15, 2032 and a fixed spread of 120 bps; and

• $272,537,000 of the $607,357,000 total tenders of the $750 million outstanding 4.55% notes due May 15, 2032 (ISIN: US36166NAK90) issued by GE Capital Funding for $966.33, calculated using the 3.751% reference yield of the 2.75% U.S. Treasury due Aug. 15, 2032 and a fixed spread of 125 bps.

The reference yields were determined at 10 a.m. ET on Nov. 23.

The total consideration includes an early participation amount of $50 per $1,000 principal amount. The early participation amount is payable to holders who tendered their notes by the early participation date.

Holders will also receive accrued interest.

The company received the following early tenders for the remaining series covered by the offer, but does not plan to accept any of those tenders:

• $112.84 million of the $210,896,000 outstanding 7.5% notes due Aug. 21, 2035 (ISIN: US36959CAA62) issued by General Electric Capital Services;

• $59,583,000 of the $258,346,000 outstanding 6.15% notes due Aug. 7, 2037 (ISIN: US36962G3A02) issued by General Electric Capital Corp.;

• $291,753,000 of the $853,448,000 outstanding 5.875% notes due Jan. 14, 2038 (ISIN: US36962G3P70) issued by General Electric Capital Corp.;

• $269,166,000 of the $732,225,000 outstanding 6.875% notes due Jan. 10, 2039 (ISIN: US36962G4B75), issued by General Electric Capital Corp.;

• €122,639,000 of the €484,697,000 outstanding 6.025% notes due March 1, 2038 (ISIN: XS0350890470) issued by GE Capital European;

• £31.3 million of the £80,222,000 outstanding notes due Jan. 14, 2039 (ISIN: XS0408304995) issued by GE Capital UK;

• $24,107,000 of the $143,379,000 outstanding notes due June 15, 2028 (ISIN: US81413PAG00) issued by Security Capital;

• $164,802,000 of the $532,813,000 outstanding notes due March 11, 2044 (ISIN: US369604BH58) issued by GE;

• $1,072,000 of the $81,107,000 outstanding notes due Dec. 1, 2027 (ISIN: US869049AE62) issued by Security Capital;

• $111,496,000 of the $438,866,000 outstanding notes due May 1, 2050 (ISIN: US369604BY81) issued by GE;

• £16.86 million of the £17,564,000 outstanding notes due Sept. 16, 2031 (ISIN: XS0154681737) issued by General Electric Capital Corp.;

• £24,793,000 of the £46,474,000 outstanding notes due Dec. 18, 2040 (ISIN: XS0182703743) issued by General Electric Capital Corp.;

• $28,961,000 of the $127,996,000 outstanding notes due May 15, 2027 (ISIN: US36166NAH61) issued by GE Capital Funding;

• $26,373,000 of the $82,635,000 outstanding notes due May 1, 2040 (ISIN: US369604BX09) issued by GE;

• €299.03 million of the €750 million outstanding notes due Sept. 19, 2035 (ISIN: XS0229567440) issued by General Electric Capital Corp.;

• $16,485,000 of the $249,604,000 outstanding notes due Oct. 9, 2042 (ISIN: US369604BF92) issued by GE;

• $37,936,000 of the $94.48 million outstanding notes due May 15, 2030 (ISIN: US36166NAJ28) issued by GE Capital Funding;

• $147,688,000 of the $297,434,000 outstanding notes due May 15, 2025 (ISIN: US36166NAG88) issued by GE Capital Funding;

• $41,351,000 of the $197,655,000 outstanding notes due May 1, 2030 (ISIN: US369604BW26) issued by GE;

• $66,327,000 of the $179,937,000 outstanding notes due May 1, 2027 (ISIN: US369604BV43) issued by GE;

• £87,974,000 of the £231,637,000 outstanding notes due Sept. 18, 2037 (ISIN: XS0229561831) issued by General Electric Capital Corp.;

• $41,516,000 of the $285,787,000 outstanding notes due Aug. 15, 2036 (ISIN: US36962GX743) issued by General Electric Capital Corp.;

• $174.7 million of the $901,687,000 outstanding notes due May 5, 2026 (ISIN: US36962GW752) issued by General Electric Capital Corp.;

• $98,442,000 of the $321,939,000 outstanding notes due Nov. 15, 2025 (ISINs: US36164NFG51, US36164PFG00, US36164Q6M56) issued by GE Capital International;

• $17,328,000 of the $35,589,000 outstanding notes due Jan. 5, 2026 (ISIN: US36962GT956) issued by General Electric Capital Corp.;

• £54,952,000 of the £91,919,000 outstanding notes due Dec. 7, 2028 (ISIN: XS0096298822) issued by General Electric Capital Corp.;

• €86,092,000 of the €290 million outstanding notes due Aug. 23, 2032 (ISIN: XS0816246077) issued by GE Capital European;

• £403,237,000 of the £650 million outstanding notes due Jan. 18, 2033 (ISIN: XS0340495216) issued by GE Capital UK;

• €42,572,000 of the €560.23 million outstanding notes due May 17, 2037 (ISIN: XS1612543394) issued by General Electric Capital Corp.;

• £10,281,000 of the £52,302,000 outstanding notes due May 5, 2038 (ISIN: XS0361336356) issued by GE Capital UK;

• €77,052,000 of the €466,901,000 outstanding notes due May 28, 2027 (ISIN: XS1238902057) issued by GE;

• €40,991,000 of the €969,116,000 outstanding notes due May 17, 2029 (ISIN: XS1612543121) issued by GE;

• €2.35 million of the €104,411,000 outstanding notes due June 29, 2029 (ISIN: XS0223460592) issued by GE Capital European;

• €132,866,000 of the €772,822,000 outstanding notes due May 17, 2025 (ISIN: XS1612542826) issued by GE; and

• €61.2 million of the €279.8 million outstanding notes due Feb. 22, 2027 (ISIN: XS0288429532) issued by GE Capital European.

Tenders may no longer be withdrawn.

Early settlement is expected on Dec. 2.

The offer expires at 11:59 p.m. ET on Dec. 7, but GE said it will not accept any additional tenders.

The offer is subject to a financing condition.

The purpose of the offer is to purchase some outstanding debt and to reduce GE’s leverage consistent with its previously announced plans. Securities that are accepted in the offer will be purchased, retired and canceled.

BofA Securities (888 292-0070 or 980 683-3215), Merrill Lynch International (+44 20 7996 5420) and Morgan Stanley & Co. LLC (800 624-1808 or 212 761-1057) are global coordinators and, along with BNP Paribas Securities Corp., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Goldman Sachs International, lead dealer managers for the tender offer.

Deutsche Bank Securities Inc., Deutsche Bank AG, London Branch, HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, MUFG Securities Americas Inc. and SMBC Nikko Securities America, Inc. are senior co-dealer managers, and Blaylock Van, LLC and Mischler Financial Group, Inc. are co-dealer managers.

D.F. King (800 714-3312, 212 269-5550, +44 20 7920 9700; ge@dfking.com) is the information and tender agent.

GE is a Boston-based conglomerate.

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