GE Capital announces results of exchange offers for five notes series

By Angela McDaniels

Tacoma, Wash., March 4 - General Electric Capital Corp. received tenders for $813,072,000 of its 6.375% fixed-to-floating-rate dollar-denominated subordinated debentures due 2067, according to a company news release.

An exchange offer for the securities ended at 11:59 p.m. ET on March 2.

In a second exchange offer, GE Capital received tenders for:

• €620.44 million of its 5.5% fixed-to-floating-rate euro-denominated subordinated debentures due 2067;

• £87,475,000 of its 6.5% fixed-to-floating-rate pound-denominated subordinated debentures due 2067;

• €727.5 million of its 4.625% fixed-to-floating-rate euro-denominated subordinated debentures due 2066; and

• £107,043,000 of its 5.5% fixed-to-floating-rate pound-denominated subordinated debentures due 2066.

The second offer expired at 6:59 ET on March 2. Both are expected to settle March 5.

The offers began on Feb. 2. In the first offer, the company offered up to $2.5 billion liquidation amount of 6.375% fixed-to-floating-rate trust securities issued by GE Capital Trust I in exchange for any and all of GE Capital's 6.375% debentures.

Holders will receive $1,000 liquidation amount of the new trust securities for each $1,000 principal amount of debentures exchanged plus $10 in cash. The cash payment includes an early participation payment of $5 per note.

GE Capital amended both offers on Feb. 17 so that all holders who tendered will receive the early participation payment. Prior to the change, only holders who tendered by 5 p.m. ET on Feb. 16 would have received the early participation payment.

Each trust security will represent an undivided beneficial ownership interest in the assets of the trust. The only assets of the trust will be the debentures accepted for exchange and deposited with the trust under the exchange offer and $5,000 principal amount of debentures deposited by GE Capital in exchange for the common securities of the trust.

The trust will use the proceeds of any repayment or redemption of the debentures to redeem trust securities and common securities on a pro rata basis.

Any repayment or redemption of the debentures by GE Capital or its subsidiaries prior to Nov. 15, 2037 will be subject to some limitations.

Second offer

In the second offer, GE Capital offered a corresponding liquidation amount of euro-denominated trust securities due 2067 issued by GE Capital Trust II, pound-denominated trust securities due 2067 issued by GE Capital Trust III, euro-denominated trust securities due 2066 issued by GE Capital Trust IV and pound-denominated trust securities due 2066 issued by GE Capital Trust V in exchange for, respectively, the 5.5% euro-denominated debentures, the 6.5% debentures, the 4.625% debentures and the 5.5% pound-denominated debentures.

Holders will also receive a cash payment of €10 or £10 for each note, including the early participation payment of €5 or £5 per note.

The distribution rate, distribution payment dates, distribution deferral features and other payment dates for each series of trust securities will correspond to the interest rate, interest payment dates, interest deferral features and other payment dates for the related series of debentures, and the redemption of the trust securities will correspond to the redemption or maturity of the corresponding series of debentures.

The company noted that the trust securities will be issued in denominations of €50,000 or £50,000 and in multiples of €1,000 or £1,000 in excess thereof.

Neither offer was conditioned on the successful completion of the other.

J.P. Morgan Securities Inc. (866 834-4666 or 212 834-3424) was the lead dealer manager for the first offer. The other dealer managers were Barclays Capital Inc. (800 438-3242 or 212 528-7581), Deutsche Bank Securities Inc. (866 627-0391 or 212 250-2955) and Goldman, Sachs & Co. (800 828-3182 or 718 902-5183). Global Bondholder Services Corp. (212 430-3774 for banks and brokers, others call 866 540-1500) was the information agent.

For the second offer, the lead dealer manager was J.P. Morgan Securities Ltd. (call Sebastien Bamsey at +44 20 7777 1333 or Ryan O'Grady at +44 20 7779 2468), and the other dealer managers were Barclays Bank plc (+44 20 7773 8990), Deutsche Bank AG, London Branch (+44 20 7545 8011) and Goldman Sachs International (+44 20 7552 9912). The information agent was Lucid Issuer Services Ltd. (call Sunjeeve Patel/Lee Pellicci at +44 20 7704 0880).

Fairfield, Conn.-based GE Capital is the financing arm of General Electric Co.

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