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GE (NYSE:GE) has announced significant cash offers to purchase securities totaling a maximum of $24 billion, contingent on terms outlined in the Offer to Purchase dated November 10, 2021. The tender offers are divided into three pools: Pool One, Pool Two, and Pool Three, totaling $7 billion, $7.95 billion, and $10.05 billion respectively. Participation has exceeded the maximum amounts, meaning no further tenders will be accepted. The deadline for valid tender submissions is December 9, 2021, with an early participation incentive of $50 per $1,000 principal for accepted securities.
Positive
Total cash offers amounting to $24 billion may enhance liquidity and financial flexibility.
The early participation incentive encourages shareholder engagement, potentially stabilizing stock performance.
Negative
Participation exceeding the maximum amounts means some investors may miss out on tendering their securities.
BOSTON--(BUSINESS WIRE)--
GE (NYSE:GE) today announced the pricing for its previously announced offers to purchase for cash, for its own account (including as successor of General Electric Capital Corporation and General Electric Capital Services, Inc.) and on behalf of GE Capital International Funding Company Unlimited Company (formerly GE Capital International Funding Company), GE Capital European Funding Unlimited Company (formerly GE Capital European Funding), GE Capital UK Funding Unlimited Company (formerly GE Capital UK Funding), GE Capital Funding, LLC, and Security Capital Group Incorporated (for its own account and as successor of SUSA Partnership, L.P.) (collectively, the “Subsidiary Issuers”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 10, 2021 (as amended hereby, and as it may be further amended or supplemented from time to time, the “Offer to Purchase”):
up to $7,000,000,000 (the “Pool One Maximum Amount”) aggregate principal amount (U.S. dollar equivalent) of the securities listed on Table I below (such securities, the “Pool One Securities” and, such offer to purchase, the “Pool One Tender Offer”), issued by GE or an affiliate (and assumed or guaranteed by GE);
up to $7,950,000,000 (as previously amended, the “New Pool Two Maximum Amount”) aggregate principal amount (U.S. dollar equivalent) of the securities listed on Table II below (such securities, the “Pool Two Securities” and, such offer to purchase, the “Pool Two Tender Offer”), issued by GE or an affiliate (and assumed or guaranteed by GE); and
up to $10,050,000,000 (as previously amended, 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” and each, a “Maximum Amount”) aggregate principal amount (U.S. dollar equivalent) of the securities listed on Table III below (such securities, the “Pool Three Securities” and, together with the Pool One Securities and the Pool 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”), issued by GE or an affiliate (and assumed or guaranteed by GE).
Table I, Table II and Table III below outline the applicable “Reference Yield” and the applicable “Total Consideration” for each series of Securities, as determined in the manner described in the Offer to Purchase.
The “Total Consideration” for each series of Fixed Spread Securities (as defined in the Offer to Purchase) was calculated by reference to the applicable “Reference Yield,” which means, (i) for each series of Fixed Spread Dollar Securities and Fixed Spread Sterling Securities (each, as defined in the Offer to Purchase), a yield to the applicable maturity date of such series of Securities equal to the sum (such sum being annualized in the case of the Fixed Spread Sterling Securities) of (a) the Reference Yield of the applicable Reference Security outlined in the applicable table below, determined at 10:00 a.m., New York City time, on November 29, 2021 (the “Reference Yield Determination Date”), plus (b) the applicable Fixed Spread (as set forth on the applicable table below), minus accrued and unpaid interest on such Securities from, and including, the most recent interest payment date prior to the Early Payment Date (as defined below) up to, but not including, the Early Payment Date, and (ii) for each series of Fixed Spread Euro Securities (as defined in the Offer to Purchase), a yield to the applicable maturity date of such series of Securities equal to the sum of (a) the Reference Yield (corresponding to the applicable Interpolated Rate for such series listed in the applicable table below) determined at the Reference Yield Determination Date plus (b) the applicable Fixed Spread, minus accrued and unpaid interest on such Securities from, and including, the most recent interest payment date prior to the Early Payment Date up to, but not including, the Early Payment Date.
The “Total Consideration” for each series of Fixed Price Securities (as defined in the Offer to Purchase) is a price per $1,000, £1,000 or €1,000 principal amount of such series of Fixed Price Securities listed in Table I, Table II or Table III, as applicable.
Holders who validly tendered and did not validly withdraw such Securities at or prior to 5:00 p.m., New York City time, on November 24, 2021 (the “Early Participation Date”) that were accepted for purchase will receive the applicable “Total Consideration” listed in Table I, Table II or Table III below, as applicable, for their Securities, which includes an early participation amount of $50.00 per $1,000 principal amount of the Securities denominated in U.S. dollars, £50.00 per £1,000 principal amount of the Securities denominated in Pounds Sterling, or €50.00 per €1,000 principal amount of the Securities denominated in Euros, as applicable, that were accepted for purchase (the “Early Participation Amount”). In addition, holders whose Securities were accepted for purchase pursuant to a Tender Offer will also receive accrued and unpaid interest on the Securities from, and including, the most recent interest payment date prior to the applicable Payment Date up to, but not including, the applicable Payment Date (“Accrued Interest”). See the Offer to Purchase for additional information.
Table I: Pool One Securities – Pool One Maximum Amount of $7,000,000,000
Admitted to trading on the Regulated Market of the Luxembourg Stock Exchange.
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Listed on the New York Stock Exchange.
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Admitted to trading on the Regulated Market of the London Stock Exchange.
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Admitted to trading on the Regulated Market of Euronext Dublin.
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Admitted to trading on the Regulated Market of the London Stock Exchange and the Luxembourg Stock Exchange.
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Admitted to trading on the Regulated Market of the Luxembourg Stock Exchange and Euronext Dublin.
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Originally issued by General Electric Capital Corporation.
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Issued by GE Capital European Funding Company Unlimited Company (formerly known as GE Capital European Funding).
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Issued by GE Capital UK Funding Company Unlimited Company (formerly known as GE Capital UK Funding).
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Issued by GE Capital Funding, LLC.
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Issued by GE Capital International Funding Company Unlimited Company (formerly known as GE Capital International Funding Company).
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Issued by Security Capital Group Incorporated (as successor to SUSA Partnership, L.P.).
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Issued by Security Capital Group Incorporated.
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Originally issued by General Electric Capital Services, Inc.
(1)
The applicable Total Consideration payable for each series of Fixed Spread Securities will be at a price per $1,000, £1,000 or €1,000 principal amount of such series of Fixed Spread Securities validly tendered on or prior to the Early Participation Date and accepted for purchase by us, which is calculated using the applicable Fixed Spread, and when calculated in such a manner already includes the applicable Early Participation Amount. The applicable Total Consideration payable for each series of Fixed Price Securities will be at a fixed price per $1,000, £1,000 or €1,000 principal amount of such series of Fixed Price Securities validly tendered on or prior to the Early Participation Date and accepted for purchase by us, as set forth above. In addition, holders whose Securities were accepted for purchase will also receive any Accrued Interest on such Securities.
Withdrawal rights for each Tender Offer expired at 5:00 p.m., New York City time, on November 24, 2021, and have not been extended. The “Early Payment Date” for each Tender Offer is December 1, 2021 and the “Expiration Date” is 11:59 p.m., New York City time, on December 9, 2021, unless extended or earlier terminated by GE. Consummation of each Tender Offer is subject to certain conditions (as described in the Offer to Purchase). Given that the aggregate principal amount of the Securities validly tendered in each Tender Offer prior to the Early Participation Date exceeds the applicable Maximum Amount, GE will not accept any further tenders of such Securities.
GE has retained BofA Securities, Merrill Lynch International and J.P. Morgan Securities LLC to act as the Global Coordinators and the Lead Dealer Managers, Deutsche Bank Securities Inc., Deutsche Bank AG, London Branch and Morgan Stanley & Co. LLC to act as the Lead Dealer Managers, BNP Paribas Securities Corp., HSBC Securities (USA) Inc., Mizuho Securities USA LLC and SMBC Nikko Securities America, Inc. to act as the Senior Co-Dealer Managers and Academy Securities, Inc., R. Seelaus & Co., LLC, Samuel A. Ramirez & Company, Inc. and Siebert Williams Shank & Co., LLC to act as the Co-Dealer Managers, in connection with the Tender Offers (collectively, the “Dealer Managers”). Questions regarding terms and conditions of the Tender Offers should be directed to BofA Securities at +1 (888) 292-0070 (toll free), +1 (980) 287-6959 (collect) or (980) 388-0539, to Merrill Lynch International at +44 20 7996 5420 (collect), to J.P. Morgan Securities LLC at +1 (866) 834-4666 (toll free), +1 (212) 834-4045 (collect), +44 20 7134 2468 (UK), to Deutsche Bank Securities Inc. at +1 (866) 627-0391 (toll free), +1 (212) 250-2955 (collect), to Deutsche Bank AG, London Branch at +44 20 7545 8011 or to Morgan Stanley & Co. LLC at +1 (800) 624-1808 (toll free), +1 (212) 761-1057 (collect).
D.F. King has been appointed the information agent and the tender agent with respect to the Tender Offers (the “Information and Tender Agent”). The Offer to Purchase can be accessed at the Tender Offers website: http://www.dfking.com/ge. Questions or requests for assistance in connection with the Tender Offers for the Securities or for additional copies of the Offer to Purchase may be directed to the Information and Tender Agent at +1 (800) 755-7250 (toll free), +1 (212) 269-5550 (collect), +44 20 7920 9700 (London) or via e-mail at ge@dfking.com. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offers.
GE reserves the right, in its sole discretion, not to purchase any Securities or to extend, re-open, withdraw or terminate any Tender Offer and to amend or waive any of the terms and conditions of any Tender Offer in any manner, subject to applicable laws and regulations.
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 in the Offer to Purchase. The deadlines set by any custodian or nominee, or by the relevant Clearing System, for the submission and revocation of valid electronic tender and blocking instructions, in the form required by the relevant Clearing System, 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 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 Systemsand 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 GE, the Subsidiary Issuers, the Dealer Managers, the Information and Tender Agent or any of their respective directors, officers, employees, agents or affiliates makes any recommendation as to whether or not Holders should tender their Securities in the Tender Offers.
None of GE, the Subsidiary Issuers, the Dealer Managers, the Information and Tender Agent or any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for the accuracy or completeness of the information concerning GE, the Securities or the Tender Offers contained in this announcement or in the Offer to Purchase. None of GE, the Subsidiary Issuers, the Dealer Managers, the Information and Tender Agent or any of their respective directors, officers, employees, agents or affiliates is acting for any Holder, or will be responsible to any Holder for providing any protections which would be afforded to its clients or for providing advice in relation to the Tender Offers, and accordingly none of GE, the Subsidiary Issuers, the Dealer Managers, the Information and Tender Agent or any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for any failure by GE to disclose information with regard to GE or the Securities which is material in the context of the Tender Offers and which is not otherwise publicly available.
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 GE in such jurisdiction.
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 GE, any subsidiary of GE or the Securities in any jurisdiction where action for that purpose is required. Accordingly, none of this announcement, the Offer to Purchase or any other offering material or advertisements in connection with the Tender Offers may be distributed or published, in or from any such country or jurisdiction, except in compliance with any applicable rules or regulations of any such country or jurisdiction.
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 GE, the Subsidiary Issuers, the Dealer Managers, the Information and Tender Agent to inform themselves about, and to observe, any such restrictions.
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 United Kingdom save in circumstances where section 21(1) of the FSMA does not apply.
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 United Kingdom, this communication is only addressed to and is only directed at qualified investors within the meaning of the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, who are also: (i) persons falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”)); or (ii) high net worth companies, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2)(a) to (d) of the Financial Promotion Order (such persons together being “relevant persons”). The Securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
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 GE, the Subsidiary Issuers, the Dealer Managers, the Information and Tender Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Securities pursuant to the Tender Offers, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result GE determines (for any reason) that such representation is not correct, such tender shall not be accepted.
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 GE or the separated companies following completion of the spin-off transactions, (7) negative effects of the announcement or pendency of the spin-off transactions on the market price of GE’s securities and/or on the financial performance of GE, (8) evolving legal, regulatory and tax regimes, (9) changes in general economic and/or industry specific conditions, (10) actions by third parties, including government agencies, and (11) other risk factors as detailed from time to time in GE’s reports filed with the U.S. Securities and Exchange Commission (the “SEC”), including GE’s Annual Report on Form 10-K for the year ended December 31, 2020, GE’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021, GE’s current reports on Form 8-K and other documents filed by GE with the SEC. The foregoing list of important factors is not exclusive.
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
GE (NYSE:GE) rises to the challenge of building a world that works. For more than 125 years, GE has invented the future of industry, and today the company’s dedicated team, leading technology, and global reach and capabilities help the world work more efficiently, reliably, and safely. GE’s people are diverse and dedicated, operating with the highest level of integrity and focus to fulfill GE’s mission and deliver for its customers.
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 GE, including financial and other information for investors. GE encourages investors to visit these websites from time to time, as information is updated and new information is posted. The contents of these websites are not incorporated by reference into this press release or any report or document GE files with the SEC, and any references to the websites are intended to be inactive textual references only.
