GE Announces Launch of Debt Tender Offers
GE has announced tender offers to purchase up to $7 billion, $7.5 billion, and $8.5 billion of various outstanding securities to lower its debt. This move is funded by the recent completion of the AerCap GECAS transaction, aiming for a total gross debt reduction of over $75 billion since 2018. The tender offers are set to commence on November 10, 2021, and will conclude on December 9, 2021. Participation includes early and late tender considerations along with accrued interest. The company remains focused on reducing leverage in alignment with its strategic financial goals.
- GE aims to reduce debt by purchasing up to $23 billion in securities.
- Total gross debt reduction efforts have exceeded $75 billion since 2018.
- The company's commitment to reducing leverage aligns with long-term financial strategies.
- None.
GE Announces Tender Offers to Purchase: (1) up to
-
GE using proceeds from recently closed AerCap GECAS transaction to reduce debt -
Expect to achieve more than
of gross debt reduction since 2018 and remain committed to reducing leverage over time$75 billion
-
up to
(as converted on the basis set forth herein) (the “Pool One Maximum Amount”) aggregate principal amount of the$7,000,000,000 Pool One Securities (such offer to purchase, the “Pool One Tender Offer”), issued byGE or an affiliate (and assumed or guaranteed byGE );
-
up to
(as converted on the basis set forth herein) (the “Pool Two Maximum Amount”) aggregate principal amount of the$7,500,000,000 Pool Two Securities (such offer to purchase, the “Pool Two Tender Offer”), issued byGE or an affiliate (and assumed or guaranteed byGE ); and
-
up to
(as converted on the basis set forth herein) (the “Pool Three Maximum Amount” and together with the Pool One Maximum Amount and the Pool Two Maximum Amount, the “Maximum Amounts” and each, a “Maximum Amount”) aggregate principal amount of the$8,500,000,000 Pool Three Securities (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”), issued byGE or an affiliate (and assumed or guaranteed byGE ).
Table I: |
|||||||||
Title of Security |
Security Identifier(s) |
Applicable Maturity Date |
Principal Amount Outstanding
|
Acceptance Priority Level |
Early Participation Amount(1)(2)(3) |
|
|
||
Reference Treasury Security / Interpolated Rate |
Bloomberg Reference Page/Screen |
Fixed Spread (basis points)(2) |
Total Consideration(1)(3) |
||||||
|
CUSIP: — ISIN: XS1169353254 |
|
|
1 |
|
N/A |
N/A |
N/A |
|
|
CUSIP: — ISIN: XS1612542669 |
|
|
2 |
|
N/A |
N/A |
N/A |
|
|
CUSIP: 36962G6F6 ISIN: US36962G6F61 |
|
|
3 |
|
|
FIT3 |
22 |
N/A |
|
CUSIP: — ISIN: XS0388392259 |
|
|
4 |
|
N/A |
N/A |
N/A |
|
|
CUSIP: 369604BD4 ISIN: US369604BD45 |
|
|
5 |
|
|
FIT3 |
20 |
N/A |
|
CUSIP: 36962G6S8 ISIN: US36962G6S82 |
|
|
6 |
|
|
FIT4 |
30 |
N/A |
Floating Rate Notes due |
CUSIP: 36966THT2 ISIN: US36966THT25 |
|
|
7 |
|
N/A |
N/A |
N/A |
|
|
CUSIP: — ISIN: XS0874840845 |
|
|
8 |
|
|
ICAE1 |
(5) |
N/A |
Floating Rate Notes due |
CUSIP: 36966TJA1 ISIN: US36966TJA16 |
|
|
9 |
|
N/A |
N/A |
N/A |
|
|
CUSIP: — ISIN: XS1238901166 |
|
|
10 |
|
|
ICAE1 |
5 |
N/A |
|
CUSIP: — ISIN: XS0971723233 |
|
|
11 |
|
UKT |
FIT GLT0-10 |
44 |
N/A |
|
CUSIP: 369604BG7
|
|
|
12 |
|
|
FIT1 |
0 |
N/A |
Floating Rate Notes due 2024*† |
CUSIP: 36962GL36
|
|
|
13 |
|
N/A |
N/A |
N/A |
|
|
CUSIP: 36962G7K4
|
|
|
14 |
|
|
FIT1 |
0 |
N/A |
|
CUSIP: 36166NAG8
|
|
|
15 |
|
|
FIT1 |
22 |
N/A |
|
CUSIP: — ISIN: XS1612542826 |
|
|
16 |
|
|
ICAE1 |
9 |
N/A |
|
CUSIPs: 36164NFG5
|
|
|
17 |
|
|
FIT1 |
2 |
N/A |
|
CUSIP: 36962GT95
|
|
|
18 |
|
|
FIT1 |
10 |
N/A |
Floating Rate Notes due 2026† |
CUSIP: 36962GW75
|
|
|
19 |
|
N/A |
N/A |
N/A |
|
Table II: |
|||||||||
Title of Security |
Security Identifier(s) |
Applicable Maturity Date |
Principal Amount Outstanding
|
Acceptance Priority Level |
Early Participation Amount(1)(2)(3) |
|
|
||
Reference Treasury Security / Interpolated Rate |
Bloomberg Reference Page/Screen |
Fixed Spread (basis points)(2) |
Total Consideration(1)(3) |
||||||
|
CUSIP: — ISIN: XS0288429532 |
|
|
1 |
|
|
ICAE1 |
19 |
N/A |
|
CUSIP: 369604BV4
|
|
|
2 |
|
|
FIT1 |
49 |
N/A |
|
CUSIP: 36166NAH6
|
|
|
3 |
|
|
FIT1 |
54 |
N/A |
|
CUSIP: — ISIN: XS1238902057 |
|
|
4 |
|
|
ICAE1 |
22 |
N/A |
|
CUSIP: 869049AE6
|
|
|
5 |
|
|
FIT1 |
50 |
N/A |
|
CUSIP: 81413PAG0
|
|
|
6 |
|
|
FIT1 |
20 |
N/A |
|
CUSIP: — ISIN: XS0096298822 |
|
|
7 |
|
UKT |
FIT GLT0-10 |
79 |
N/A |
|
CUSIP: — ISIN: XS1612543121 |
|
|
8 |
|
|
ICAE1 |
42 |
N/A |
Floating Rate Notes due 2029******†† |
CUSIP: — ISIN: XS0223460592 |
|
|
9 |
|
N/A |
N/A |
N/A |
|
|
CUSIP: 369604BW2
|
|
|
10 |
|
|
FIT1 |
36 |
N/A |
|
CUSIP: 36166NAJ2
|
|
|
11 |
|
|
FIT1 |
41 |
N/A |
|
CUSIP: — ISIN: XS0154681737 |
|
|
12 |
|
UKT |
FIT GLT0-10 |
105 |
N/A |
|
CUSIP: 36962GXZ2
|
|
|
13 |
|
|
FIT1 |
73 |
N/A |
|
CUSIP: 36166NAK9
|
|
|
14 |
|
|
FIT1 |
60 |
N/A |
|
CUSIP: — ISIN: XS0816246077 |
|
|
15 |
|
|
ICAE1 |
75 |
N/A |
|
CUSIP: — ISIN: XS0340495216 |
|
|
16 |
|
UKT |
FIT GLT10-50 |
98 |
N/A |
|
CUSIP: 36959CAA6
|
|
|
17 |
|
|
FIT1 |
85 |
N/A |
|
CUSIP: — ISIN: XS0229567440 |
|
|
18 |
|
|
ICAE1 |
73 |
N/A |
Floating Rate Notes due 2036† |
CUSIP: 36962GX74
|
|
|
19 |
|
N/A |
N/A |
N/A |
|
Table III: |
|||||||||
Title of Security |
Security Identifier(s) |
Applicable Maturity Date |
Principal Amount Outstanding
|
Acceptance Priority Level |
Early Participation Amount(1)(2)(3) |
|
|
||
Reference Treasury Security / Interpolated Rate |
Bloomberg Reference Page/Screen |
Fixed Spread (basis points)(2) |
Total Consideration(1)(3) |
||||||
|
CUSIP: — ISIN: XS1612543394 |
|
|
1 |
|
|
ICAE1 |
77 |
N/A |
|
CUSIP: 36962G3A0 ISIN: US36962G3A02 |
|
|
2 |
|
|
FIT1 |
70 |
N/A |
|
CUSIP: — ISIN: XS0229561831 |
|
|
3 |
|
UKT |
FIT GLT10-50 |
150 |
N/A |
|
CUSIP: 36962G3P7 ISIN: US36962G3P70 |
|
|
4 |
|
|
FIT1 |
71 |
N/A |
|
CUSIP: — ISIN: XS0350890470 |
|
|
5 |
|
|
ICAE1 |
76 |
N/A |
Floating Rate Notes due 2038***††† |
CUSIP: — ISIN: XS0357179273 |
|
|
6 |
|
N/A |
N/A |
N/A |
|
|
CUSIP: — ISIN: XS0361336356 |
|
|
7 |
|
UKT |
FIT GLT10-50 |
106 |
N/A |
|
CUSIP: 36962G4B7 ISIN: US36962G4B75 |
|
|
8 |
|
|
FIT1 |
76 |
N/A |
|
CUSIP: — ISIN: XS0408304995 |
|
|
9 |
|
UKT |
FIT GLT10-50 |
109 |
N/A |
|
CUSIP: 369604BX0 ISIN: US369604BX09 |
|
|
10 |
|
|
FIT1 |
65 |
N/A |
|
CUSIP: — ISIN: XS0182703743 |
|
|
11 |
|
UKT |
FIT GLT10-50 |
111 |
N/A |
|
CUSIP: 369604BF9 ISIN: US369604BF92 |
|
|
12 |
|
|
FIT1 |
75 |
N/A |
|
CUSIP: 369604BH5 ISIN: US369604BH58 |
|
|
13 |
|
|
FIT1 |
75 |
N/A |
|
CUSIP: 369604BY8 ISIN: US369604BY81 |
|
|
14 |
|
|
FIT1 |
75 |
N/A |
|
CUSIPs: 36164NFH3
|
|
|
15 |
|
|
FIT1 |
75 |
N/A |
* Admitted to trading on the Regulated Market of the
** Listed on the
*** Admitted to trading on the Regulated Market of the
**** Admitted to trading on the Regulated Market of Euronext Dublin.
***** Admitted to trading on the Regulated Market of the
****** Admitted to trading on the Regulated Market of the
† Originally issued by
†† Issued by
††† Issued by
†††† Issued by
††††† Issued by
†††††† Issued by
††††††† Issued by
†††††††† Originally issued by
(1) Per
(2) The Total Consideration payable for each series of
(3) The Total Consideration payable for each series of
Each Tender Offer is made upon the terms and subject to the conditions set forth in the offer to purchase, dated
Copies of the Offer to Purchase are available from the Information and Tender Agent as set out below. Capitalized terms used in this announcement but not defined have the meanings given to them in the Offer to Purchase. All documentation relating to the Offer to Purchase, together with any updates will be available via the Offer Website: www.dfking.com/ge.
Timetable for the Tender Offers
Event |
Date |
Commencement of the Tender Offers |
|
Early Participation Date |
|
Withdrawal Date |
|
Reference Yield Determination Date |
|
Early Payment Date |
The applicable Early Payment Date will be promptly following the Early Participation Date and is expected to be on or about |
Expiration Date |
|
Final Payment Date |
The Final Payment Date will be promptly following the applicable Expiration Date and is expected to be on or about |
Purpose of the Tender Offers
The purpose of the Tender Offers is to purchase certain outstanding debt issued or assumed by
Details of the Tender Offers
Each Tender Offer will expire at
Securities validly tendered and not validly withdrawn pursuant to each Tender Offer and accepted for purchase will be accepted in accordance with the applicable acceptance priority levels set forth in Table I, Table II or Table III above, as applicable (the “Acceptance Priority Levels”), and may be subject to proration, all as more fully described herein and in the Offer to Purchase.
A separate instruction must be submitted for each beneficial owner of Securities due to possible proration.
Holders (the “Holders”) of the Securities that are validly tendered at or before
Each Tender Offer is subject to certain conditions. Subject to GE’s right to terminate any of the Tender Offers, and subject to the applicable Maximum Amount, the applicable Acceptance Priority Levels and proration,
With respect to each Tender Offer, the Securities accepted for purchase will be accepted in accordance with their Acceptance Priority Levels (with 1 being the highest Acceptance Priority Level and 19 being the lowest Acceptance Priority Level for the Pool One Tender Offer, with 1 being the highest Acceptance Priority Level and 19 being the lowest Acceptance Priority Level for the Pool Two Tender Offer and with 1 being the highest Acceptance Priority Level and 15 being the lowest Acceptance Priority Level for the Pool Three Tender Offer), subject to the limitations that (i) the aggregate principal amount of Securities to be accepted in the Pool One Tender Offer will not exceed the Pool One Maximum Amount, (ii) the aggregate principal amount of Securities to be accepted in the Pool Two Tender Offer will not exceed the Pool Two Maximum Amount and (iii) the aggregate principal amount of Securities to be accepted in the Pool Three Tender Offer will not exceed the Pool Three Maximum Amount.
With respect to each Tender Offer, Securities validly tendered and not validly withdrawn on or before the applicable Early Participation Date having a higher Acceptance Priority Level will be accepted before any Securities validly tendered and not validly withdrawn before the applicable Early Participation Date having a lower Acceptance Priority Level are accepted in such Tender Offer, and all Securities validly tendered after the applicable Early Participation Date having a higher Acceptance Priority Level will be accepted before any Securities tendered after the applicable Early Participation Date having a lower Acceptance Priority Level are accepted in such Tender Offer, in each case subject to the applicable Maximum Amount. With respect to each Tender Offer, Securities validly tendered and not validly withdrawn on or before the applicable Early Participation Date will be accepted for purchase in priority to other Securities tendered after the applicable Early Participation Date, even if such Securities tendered after the applicable Early Participation Date have a higher Acceptance Priority Level than Securities tendered on or before the applicable Early Participation Date. Furthermore, if the amount of Securities validly tendered and not validly withdrawn prior to or at the applicable Early Participation Date exceeds the applicable Maximum Amount, Holders who validly tender Securities in such Tender Offer after the applicable Early Participation Date will not have any of their Securities accepted for purchase regardless of the Acceptance Priority Level of such Securities unless
We reserve the right, but are not obligated, to (i) increase any Maximum Amount or (ii) decrease any Maximum Amount, in each case in our sole and absolute discretion and in accordance with applicable law. Any such increase or decrease may be made on the basis of Securities validly tendered through the Early Participation Date, and promptly announced on the business day immediately following the Early Participation Date. Any such increase or decrease may be made without extending the applicable Withdrawal Date or otherwise reinstating withdrawal rights, except as required by applicable law.
With respect to each Tender Offer, if, on the applicable Early Payment Date or the applicable Final Payment Date, there are sufficient remaining funds to purchase some, but not all, of the remaining tendered Securities in any Acceptance Priority Level for any Tender Offer without exceeding the applicable Maximum Amount for such Tender Offer, we will accept for payment such tendered Securities on a prorated basis, with the proration factor for such Acceptance Priority Level depending on the aggregate principal amount (converted into
The “Total Consideration” payable for each series of
The “Total Consideration” payable for each series of
The applicable Total Consideration includes the applicable Early Participation Amount.
For further details on the procedures for tendering the Securities, please refer to the Offer to Purchase, including the procedures set out under the heading “The Tender Offers—Procedures for Tendering Securities” of the Offer to Purchase.
Holders are advised to read carefully the Offer to Purchase for full details of and information on the procedures for participating in any Tender Offer.
Holders are advised to check with any custodian or nominee, or other intermediary through which they hold Securities, whether such entity would require the receipt of instructions to participate in, or notice of a revocation of their instruction to participate in, any Tender Offer before the deadlines specified above. The deadlines set by any custodian or nominee, or by the relevant Clearing System, for the submission and revocation of Tender Instructions may be earlier than the relevant deadlines specified above.
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 applicable Information Agent 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 Agent and Tender Agent for the relevant announcements relating to the Tender Offers. In addition, all documentation relating to the Offer to Purchase, 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 are being 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 be made by the Dealer Managers or such affiliate (as the case may be) on behalf of
No action has been or will be 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 expected timing, size or other terms of each Tender Offer and GE’s ability to complete each Tender Offer, (2) the ability to effect the spin-off transactions and to meet the conditions related thereto, (3) potential uncertainty during the pendency of the spin-off transactions that could affect GE’s financial performance, (4) the possibility that the spin-off transactions will not be completed within the anticipated time period or at all, (5) the possibility that the spin-off transactions will not achieve their intended benefits, (6) the possibility of disruption, including changes to existing business relationships, disputes, litigation or unanticipated costs in connection with the spin-off transactions, (7) 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
View source version on businesswire.com: https://www.businesswire.com/news/home/20211110005731/en/
GE Investor Contact
swinoker@ge.com
GE Media Contact
Marykate.nevin@ge.com
Source:
FAQ
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