GE Capital receives consents for some notes, extends deadline for others

New York, April 8 - General Electric Capital Corp. said it receives consents to amend some of the notes covered by its tender offer and consent solicitation and extended the deadlines for others.

By the consent deadline of 9 a.m. ET on April 8, GE Capital had received the necessary 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; $19.06 million of floating-rate notes due Nov. 1, 2050; $17.42 million of floating-rate notes due Oct. 1, 2053; and $15.35 million of floating-rate notes due May 1, 2051.

GE Capital also received the consents for the following notes, which were considered as a single class for obtaining consents: the $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; $10 million of 7.94% notes due Dec. 10, 2012; $5 million of 8.96% notes due July 15, 2009; $5 million of 9.19% notes due July 16, 2009; $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; $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.

GE Capital plans to enter into supplemental indentures incorporating the amendments that will become operative on settlement, expected for April 9.

For the remaining notes, GE Capital is extending the expiration date and the initial consent date to midnight ET on May 4.

As of the old consent deadline, 9 a.m. ET on April 8, holders had tendered $137.504 million, or 55% of the $249.99 million of 8.3% notes due Sept. 20, 2009; $0.6 million, or 14.78%, of the $1.73 million of floating-rate notes due Aug. 1, 2049; $3.168 million, or 52.08%, of the $6.09 million of floating-rate notes due Feb. 1, 2050; $6.046 million, or 59.33%, of the floating-rate notes due April 1, 2050; $7.611 million, or 52.53%, of the $14.49 million of floating-rate notes due May 1, 2050; and $4.946 million, or 43.85%, of the $11.28 million of floating-rate notes due Dec. 1, 2051.

It is previous announcement on April 2, GE Capital extended the initial consent date in its tender offer and consent solicitation.

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

The expiration date of the offer for the $1.45 billion of notes was kept at 9 a.m. ET on April 8.

At the April 2 announcement, GE Capital also said that it is waiving the requirement that it must obtain consents from holders of a majority of each note series.

The tender was announced on March 6.

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 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.

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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