GE Capital again prolongs consent date, amends tender for several notes series

By Jennifer Chiou

New York, April 2 - General Electric Capital Corp. announced another delay of the initial consent date in its tender offer and consent solicitation for some of its notes.

The consent date is now 9 a.m. ET on April 8, pushed back from 5 p.m. ET on April 1. Before that, the early deadline was on March 24.

The offer for $1.45 billion of notes still ends at 9 a.m. ET on April 8. It was announced on March 6.

GE Capital also said that it is waiving the requirement that it must obtain consents from holders of a majority of each note series.

Affected notes include the company's $100 million of 8.31% notes due April 13, 2009; $50 million of 7.75% notes due June 9, 2009; $100 million of 7.5% notes due June 15, 1009; $249.99 million of 8.3% notes due Sept. 20, 2009; $10 million of 7.94% notes due Dec. 10, 2012; $5 million of 8.96% notes due July 15, 2009; and $5 million of 9.19% notes due July 16, 2009.

Also included are the $6.85 million of floating-rate notes due Dec. 15, 2035; $24.21 million of floating-rate notes due May 15, 2036; $19.78 million of floating-rate notes due May 28, 2036; $1.73 million of floating-rate notes due Aug. 1, 2049; $50 million of floating-rate notes due April 1, 2050; $12.22 million of floating-rate notes due April 1, 2050; $14.49 million of floating-rate notes due May 1, 2050; $19.06 million of floating-rate notes due Nov. 1, 2050; $15.35 million of floating-rate notes due May 1, 2051; $11.28 million of floating-rate notes due Dec. 1, 2051; $17.42 million of floating-rate notes due Oct. 1, 2053; $7.91 million of floating-rate notes due Sept. 1, 2054; $10,000 of floating-rate notes due June 28, 2055; $4.05 million of floating-rate notes due June 30, 2055; $100 million of floating-rate notes due Aug. 30, 2055; and $22.32 million of floating-rate notes due Sept. 8, 2055.

As of March 25, GE Capital had already received the required consents for the $450 million of 8.125% guaranteed subordinated notes due May 15, 2012; $82.72 million of floating-rate notes due Sept. 1, 2048; $21.77 million of floating-rate notes due Jan. 1, 2049; $28.55 million of floating-rate notes due Nov. 1, 2049; $11.15 million of floating-rate notes due Feb. 1, 2050; floating-rate notes due Nov. 1, 2050; and floating-rate notes due Oct. 1, 2053 as well as the $6.09 million of floating-rate notes due Feb. 1, 2050 and $11.15 million of floating-rate notes due Feb. 1, 2050.

The company is offering a soliciting dealer fee of $10.00 per $1,000 principal amount of floaters. Those who tender floaters after the early deadline will receive par minus the soliciting dealer fee.

For each $1,000 principal amount, GE Capital is offering $1,002.50 for the 8.31% notes, including a $2.50 consent fee; $1,010 for the 7.75% notes and the 7.5% notes, including a $10.00 consent fee; $1,030 for the 8.3% notes, including a $10.00 consent fee; $1,120 for the 8.125% notes and 7.94% notes, including a $10.00 consent fee; and $1,020 for the 8.96% notes and 9.19% notes, including $10.00 for the consent fee.

The company is soliciting consents to, among other things:

• Sell, assign and transfer to the company all right, title and interest in any tendered notes;

• Waive any and all other rights for tendered notes; and

• Release and discharge the company from any and all claims related to the notes.

Citi is the dealer manager (800 558-3745). Global Bondholder Services is the information agent (866 807-2200).

The funding arm of General Electric is based in Stamford, Conn.

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