GE Announces Early Participation Results, Upsizing, and the Amounts Accepted in its Debt Tender Offers: Expects to Repurchase Approximately $25 Billion in Aggregate Principal Amount
GE aims to reduce gross debt by over $80 billion by the end of 2021, building on its financial momentum to achieve sustainable growth. The company successfully accepted $25 billion in securities as part of its tender offers, with approximately $33.3 billion tendered overall. The tender process included significant amounts from various pools of securities, demonstrating GE's commitment to deleveraging and improving its operating performance. This strategy is expected to enhance free cash flow margins in 2023.
- Targeting over $80 billion in gross debt reduction by end of 2021.
- Successfully accepted $25 billion in securities, with $33.3 billion tendered during the early participation period.
- On track to achieve high-single-digit free cash flow margins in 2023.
- None.
-
GE now expects to achieve more than in gross debt reduction between the end of 2018 and the end of 20211$80 billion - Builds on GE’s significant momentum improving financial position and operating performance to drive sustainable, profitable growth
- On track to achieve deleveraging targets and deliver high-single-digit free cash flow margins in today’s portfolio of businesses in 2023
Early Participation Date Results and Accepted Tender Amounts:
-
A total of approximately
in aggregate principal amount ($33.3 billion U.S. dollar equivalent) of the Securities listed in the tables below were validly tendered and not validly withdrawn at or prior to the Early Participation Date -
GE accepts for purchase a total of approximately in aggregate principal amount ($25.0 billion U.S. dollar equivalent) of the Securities validly tendered and not validly withdrawn at or prior to the Early Participation Date
-
up to
(as described below) (the “Pool One Maximum Amount”) aggregate principal amount of the securities listed in Table I below (such securities, the “Pool One Securities” and, such offer to purchase, the “Pool One Tender Offer”);$7,000,000,000 -
up to
(as described below) (as increased and amended from the previously announced$7,950,000,000 , the “New Pool Two Maximum Amount”) aggregate principal amount of the securities listed in Table II below (such securities, the “Pool Two Securities” and, such offer to purchase, the “Pool Two Tender Offer”); and$7,500,000,000 -
up to
(as described below) (as increased and amended from the previously announced$10,050,000,000 , the “New Pool Three Maximum Amount” and together with the Pool One Maximum Amount and the New Pool Two Maximum Amount, the “New Maximum Amounts”) aggregate principal amount of the securities listed in Table III below (such securities, the “Pool Three Securities” and, together with the$8,500,000,000 Pool One Securities and thePool Two Securities , the “Securities” and, such offer to purchase, the “Pool Three Tender Offer” and, together with the Pool One Tender Offer and the Pool Two Tender Offer, the “Tender Offers” and each, a “Tender Offer”).
-
all
Pool One Securities with Acceptance Priority Levels 1 through 18, and thePool One Securities with Acceptance Priority Level 19 up to the Pool One Maximum Amount, using a proration factor of approximately5.73% in accordance with the Pool One Tender Offer, that were validly tendered and not validly withdrawn in the Pool One Tender Offer at or prior to the Early Participation Date; -
all
Pool Two Securities with Acceptance Priority Levels 1 through 12, and thePool Two Securities with Acceptance Priority Level 13 up to the New Pool Two Maximum Amount, using a proration factor of approximately46.12% in accordance with the Pool Two Tender Offer, that were validly tendered and not validly withdrawn in the Pool Two Tender Offer at or prior to the Early Participation Date, andGE is not accepting anyPool Two Securities with Acceptance Priority Levels 14 through 19; and -
all
Pool Three Securities with Acceptance Priority Levels 1 through 14, and thePool Three Securities with Acceptance Priority Level 15 up to the New Pool Three Maximum Amount using a proration factor of approximately45.99% in accordance with the Pool Three Tender Offer, that were validly tendered and not validly withdrawn in the Pool Three Tender Offer at or prior to the Early Participation Date.
Table I, Table II and Table III below outline for each series of Securities the principal amount tendered as of the Early Participation Date as confirmed by the Information and Tender Agent (as defined below), the principal amount accepted for purchase by
Table I: |
||||||||||||
Title of Security |
Security Identifier(s) |
Applicable Maturity
|
Principal Amount
|
Acceptance
|
Principal Amount Tendered
|
Principal Amount
|
||||||
|
CUSIP: —
|
|
|
1 |
|
|
||||||
|
CUSIP: —
|
|
|
2 |
|
|
||||||
|
CUSIP: 36962G6F6
|
|
|
3 |
|
|
||||||
|
CUSIP: —
|
|
|
4 |
|
|
||||||
|
CUSIP: 369604BD4
|
|
|
5 |
|
|
||||||
|
CUSIP: 36962G6S8
|
|
|
6 |
|
|
||||||
Floating Rate Notes due |
CUSIP: 36966THT2
|
|
|
7 |
|
|
||||||
|
CUSIP: —
|
|
|
8 |
|
|
||||||
Floating Rate Notes due |
CUSIP: 36966TJA1
|
|
|
9 |
|
|
||||||
|
CUSIP: —
|
|
|
10 |
|
|
||||||
|
CUSIP: —
|
|
|
11 |
|
|
||||||
|
CUSIP: 369604BG7
|
|
|
12 |
|
|
||||||
Floating Rate Notes due 2024*† |
CUSIP: 36962GL36
|
|
|
13 |
|
|
||||||
|
CUSIP: 36962G7K4
|
|
|
14 |
|
|
||||||
|
CUSIP: 36166NAG8
|
|
|
15 |
|
|
||||||
|
CUSIP: —
|
|
|
16 |
|
|
||||||
|
CUSIPs: 36164NFG5 /
|
|
|
17 |
|
|
||||||
|
CUSIP: 36962GT95
|
|
|
18 |
|
|
||||||
Floating Rate Notes due 2026† |
CUSIP: 36962GW75
|
|
|
19 |
|
|
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Total(1) |
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Table II: |
||||||||||||
Title of Security |
Security Identifier(s) |
Applicable Maturity
|
Principal Amount
|
Acceptance
|
Principal Amount Tendered
|
Principal Amount
|
||||||
|
|
CUSIP: —
|
|
|
|
|
|
1 |
|
|
|
|
|
|
CUSIP: 369604BV4
|
|
|
|
|
|
2 |
|
|
|
|
|
|
CUSIP: 36166NAH6
|
|
|
|
|
|
3 |
|
|
|
|
|
|
CUSIP: —
|
|
|
|
|
|
4 |
|
|
|
|
|
|
CUSIP: 869049AE6
|
|
|
|
|
|
5 |
|
|
|
|
|
|
CUSIP: 81413PAG0
|
|
|
|
|
|
6 |
|
|
|
|
|
|
CUSIP: —
|
|
|
|
|
|
7 |
|
|
|
|
|
|
CUSIP: —
|
|
|
|
|
|
8 |
|
|
|
|
Floating Rate Notes due 2029******†† |
|
CUSIP: —
|
|
|
|
|
|
9 |
|
|
|
|
|
|
CUSIP: 369604BW2
|
|
|
|
|
|
10 |
|
|
|
|
|
|
CUSIP: 36166NAJ2
|
|
|
|
|
|
11 |
|
|
|
|
|
|
CUSIP: —
|
|
|
|
|
|
12 |
|
|
|
|
|
|
CUSIP: 36962GXZ2
|
|
|
|
|
|
13 |
|
|
|
|
|
|
CUSIP: 36166NAK9
|
|
|
|
|
|
14 |
|
|
|
|
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|
CUSIP: —
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|
15 |
|
|
|
|
|
|
CUSIP: —
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|
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|
16 |
|
|
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|
|
CUSIP: 36959CAA6
|
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|
17 |
|
|
|
|
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|
CUSIP: —
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|
|
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|
18 |
|
|
|
|
Floating Rate Notes due 2036† |
|
CUSIP: 36962GX74
|
|
|
|
|
|
19 |
|
|
|
|
Total(1) |
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Table III: |
||||||||||||
Title of Security |
Security Identifier(s) |
Applicable Maturity
|
Principal Amount
|
Acceptance
|
Principal Amount
|
Principal Amount
|
||||||
|
|
CUSIP: —
|
|
|
|
|
|
1 |
|
|
|
|
|
|
CUSIP: 36962G3A0
|
|
|
|
|
|
2 |
|
|
|
|
|
|
CUSIP: —
|
|
|
|
|
|
3 |
|
|
|
|
|
|
CUSIP: 36962G3P7
|
|
|
|
|
|
4 |
|
|
|
|
|
|
CUSIP: —
|
|
|
|
|
|
5 |
|
|
|
|
Floating Rate Notes due 2038***††† |
|
CUSIP: —
|
|
|
|
|
|
6 |
|
|
|
|
|
|
CUSIP: —
|
|
|
|
|
|
7 |
|
|
|
|
|
|
CUSIP: 36962G4B7
|
|
|
|
|
|
8 |
|
|
|
|
|
|
CUSIP: —
|
|
|
|
|
|
9 |
|
|
|
|
|
|
CUSIP: 369604BX0
|
|
|
|
|
|
10 |
|
|
|
|
|
|
CUSIP: —
|
|
|
|
|
|
11 |
|
|
|
|
|
|
CUSIP: 369604BF9
|
|
|
|
|
|
12 |
|
|
|
|
|
|
CUSIP: 369604BH5
|
|
|
|
|
|
13 |
|
|
|
|
|
|
CUSIP: 369604BY8
|
|
|
|
|
|
14 |
|
|
|
|
|
|
CUSIPs: 36164NFH3 /
|
|
|
|
|
|
15 |
|
|
|
|
Total(1) |
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* |
Admitted to trading on the Regulated Market of the |
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** |
Listed on the |
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*** |
Admitted to trading on the Regulated Market of the |
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**** |
Admitted to trading on the Regulated Market of Euronext Dublin. |
|
***** |
Admitted to trading on the Regulated Market of the |
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****** |
Admitted to trading on the Regulated Market of the |
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† |
Originally issued by |
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†† |
Issued by |
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††† |
Issued by |
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†††† |
Issued by |
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††††† |
Issued by |
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†††††† |
Issued by |
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††††††† |
Issued by |
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†††††††† |
Originally issued by |
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(1) |
the total aggregate principal amount outstanding and the total aggregate principal amount tendered as of the Early Participation Date for each table is calculated by converting each |
As previously announced, the applicable “Reference Yield” and the resulting “Total Consideration” payable for each series of
In order to calculate the New Maximum Amounts in
Withdrawal rights for each Tender Offer expired at
Unless stated otherwise, announcements in connection with the Tender Offers will be made available on GE’s website at www.genewsroom.com. Such announcements may also be made by (i) the issue of a press release and (ii) the delivery of notices to the Clearing Systems for communication to Direct Participants. Copies of all such announcements, press releases and notices can also be obtained from the Information and Tender Agent, the corresponding contact details for whom are set out above. Significant delays may be experienced where notices are delivered to the Clearing Systems and Holders are urged to contact the Information and Tender Agent for the relevant announcements relating to the Tender Offers. In addition, all documentation relating to the Tender Offers, together with any updates, will be available via the Offer Website: http://www.dfking.com/ge.
DISCLAIMER This announcement must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase contain important information which should be read carefully before any decision is made with respect to the Tender Offers. If you are in any doubt as to the contents of this announcement or the Offer to Purchase or the action you should take, you are recommended to seek your own financial, legal and tax advice, including as to any tax consequences, immediately from your broker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Securities are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Tender Offers. None of
None of
General
This announcement is for informational purposes only. The Tender Offers were made solely pursuant to the Offer to Purchase. Neither this announcement nor the Offer to Purchase, or the electronic transmission thereof, constitutes an offer to sell or buy Securities, as applicable, in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer or solicitation under applicable securities laws or otherwise. The distribution of this announcement in certain jurisdictions may be restricted by law. In those jurisdictions where the securities, blue sky or other laws require the Tender Offers to be made by a licensed broker or dealer and the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender Offers shall be deemed to have been made by the Dealer Managers or such affiliate (as the case may be) on behalf of
No action has been taken in any jurisdiction that would permit the possession, circulation or distribution of either this announcement, the Offer to Purchase or any material relating to
The distribution of this announcement and the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Offer to Purchase comes are required by
This communication has not been approved by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”). Accordingly, this communication is not being directed at persons within the
This announcement does not constitute an offer of securities to the public in any Member State of the European Economic Area (a “Relevant State”). In any Relevant State, this communication is only addressed to and is only directed at qualified investors within the meaning of Article 2(e) of the Regulation (EU) 2017/1129 (as amended or superseded) (the “Prospectus Regulation”) in that Relevant State. This announcement and information contained herein must not be acted on or relied upon by persons who are not qualified investors within the meaning of Article 2(e) of the Prospectus Regulation.
In the
Each Holder participating in the Tender Offers will give certain representations in respect of the jurisdictions referred to above and generally as set out in the Offer to Purchase. Any tender of Securities pursuant to the Tender Offers from a Holder that is unable to make these representations will not be accepted. Each of
Special Note Regarding Forward-Looking Statements
This announcement contains “forward-looking statements”—that is, statements related to future, not past, events. These forward-looking statements often address our expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “estimate,” “forecast,” “target,” “preliminary,” or “range.” Forward-looking statements by their nature address matters that are, to different degrees, uncertain, and are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, (1) the ability to effect the spin-off transactions and to meet the conditions related thereto, (2) potential uncertainty during the pendency of the spin-off transactions that could affect GE’s financial performance, (3) the possibility that the spin-off transactions will not be completed within the anticipated time period or at all, (4) the possibility that the spin-off transactions will not achieve their intended benefits, (5) the possibility of disruption, including changes to existing business relationships, disputes, litigation or unanticipated costs in connection with the spin-off transactions, (6) uncertainty of the expected financial performance of
These or other uncertainties may cause our actual future results to be materially different than those expressed in our forward-looking statements. Forward-looking statements speak only as of the date they were made, and we disclaim and we do not undertake any obligation to update or revise any forward-looking statement in this announcement, except as required by applicable law or regulation.
About
GE’s Investor Relations website at www.ge.com/investor and our corporate blog at www.ge.com/reports and @GE_Reports on Twitter, as well as GE’s Facebook page and Twitter accounts, contain a significant amount of information about
1 Including approximately
View source version on businesswire.com: https://www.businesswire.com/news/home/20211126005429/en/
GE Investor Contact
swinoker@ge.com
GE Media Contact
Marykate.nevin@ge.com
Source:
FAQ
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