GE Capital gets consents needed to amend floaters due 2050, further extends tender offers

By Angela McDaniels

Tacoma, Wash., May 5 - General Electric Capital Corp. said it received enough consents from holders of its floating-rate notes due May 1, 2050 to amend the indenture.

The amendments will become operative once payments for these notes settle, which the company expected to occur May 6.

The company began a tender offer and consent solicitation for several series of notes on March 5. Originally, the consent date was March 24 and the tender offer expiration was April 8. Both were subsequently extended.

For notes for which sufficient consents have not yet been received, the consent date and offer expiration date are now 5 p.m. ET on May 29.

According to a company news release, GE Capital still needs consents for its 8.3% notes due Sept. 20, 2009, floating-rate notes due Aug. 1, 2049, floating-rate notes due April 1, 2050, floating-rate notes due Dec. 1, 2051 and one series of its floating-rate notes due Feb. 1, 2050.

As of midnight ET on May 4, holders had delivered consents or tenders for $146.20 million, or 58.5%, of the 8.3% notes; $925,000, or 53.6%, of the floaters due 2049; $6.17 million, or 60.6%, of the floaters due April 1, 2050; $5.03 million, or 44.6%, of the floaters due 2051; and $3.29 million, or 54.1%, of the floaters due Feb. 1, 2050.

As previously reported, the company has already received enough consents to amend its $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 has also received the consents needed 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.

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

For each $1,000 principal amount, GE Capital is offering $1,002.50 for the 8.31% notes, including a $2.50 consent fee; $1,010.00 for the 7.75% notes and the 7.5% notes, including a $10.00 consent fee; $1,030.00 for the 8.3% notes, including a $10.00 consent fee; $1,120.00 for the 8.125% notes and 7.94% notes, including a $10.00 consent fee; and $1,020.00 for the 8.96% notes and 9.19% notes, including $10.00 for the consent fee.

The company is offering par for the floaters, which includes a soliciting dealer fee of $10.00 per $1,000 principal amount tendered by the consent date.

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

GE Capital is the funding arm of General Electric Co. and is based in Stamford, Conn.

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