Attached files
| file | filename |
|---|---|
| 8-K - GENERAL ELECTRIC CAPITAL CORP | mm10-2015gecc_8k.htm |
EXHIBIT 99
GE Capital Announces Expiration and Final Results of Private Exchange Offers
| · |
$37.5 billion of Old Notes tendered in the Market Value Exchange Offers
|
|
|
·
|
$36.0 billion of Total New Notes to be issued
|
FAIRFIELD, Conn. – October 20, 2015 – General Electric Capital Corporation (“GECC”) today announced the expiration and final results of the previously announced private offers commenced by GE Capital International Funding Company (the “Issuer”) to exchange (the “Exchange Offers”) the Issuer’s new senior unsecured notes (collectively, the “New Notes”) for certain outstanding debt securities (collectively, the “Old Notes”).
The Exchange Offers expired at 11:59 p.m., New York City time on October 19, 2015 (the “Expiration Date”). The Withdrawal Deadline expired at 5:00 p.m., New York City time on October 2, 2015. Old Notes tendered for exchange may not be validly withdrawn.
As expected, there have been no material changes in the results of the Exchange Offers since the Early Participation Date. Based on information provided by D.F. King & Co., Inc. and Lucid Issuer Services Limited, the exchange agents and information agents for the Exchange Offers (the “Exchange Agents”), approximately $37.5 billion principal amount of Old Notes were validly tendered in the Market Value Exchange Offers by the Expiration Date, including approximately $0.5 billion principal amount of Old Notes validly tendered since the Early Participation Date. All Old Notes validly tendered in the 2016 Market Value Exchange Offers will be accepted in the 2016 Market Value Exchange Offers, resulting in the issuance of approximately $16.4 billion of 2016 New Notes. Applying a proration factor of approximately 71.37% to the Old Notes tendered in 2020/2025/2035 Market Value Exchange Offers will result in an aggregate issuance of $36.0 billion of New Notes in the Exchange Offers.
Based on the principal amounts of Old Notes tendered by the Expiration Date, a summary of the principal amounts of New Notes that will be issued in the Exchange Offers is set forth below.
|
New Notes
|
Principal Amount of Applicable
Old Notes Validly Tendered by
Expiration Date
(billions USD equivalent)
|
Principal Amount of New Notes to be
Issued Pursuant to the
Exchange Offers
(billions USD equivalent)
|
||
|
2016 USD New Notes
|
$14.4
|
$15.3
|
||
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2016 GBP New Notes
|
$1.0 (£0.6)
|
$1.2 (£0.8)
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||
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2020 New Notes
|
$7.6
|
$6.1
|
||
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2025 New Notes
|
$2.6
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$2.0
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||
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2035 New Notes
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$11.9
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$11.5
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||
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Total
|
$37.5
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$36.0
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The Exchange Offers were conducted by the Issuer upon the terms and subject to the conditions set forth in a separate offer to exchange (which is available only to Eligible Holders), as modified by this announcement and the announcements relating to the Exchange Offers dated October 3, 2015 and October 5, 2015. Capitalized terms not otherwise defined herein have the meanings set forth in the announcement relating to the Exchange Offers dated September 21, 2015.
Based on the principal amount of Old Notes tendered in the Exchange Offers, Old Notes tendered in the 2020/2025/2035 Market Value Exchange Offers will be accepted based on the proration factors provided in the tables below. The Issuer currently expects to return on the Settlement Date or as soon as practicable thereafter any Old Notes tendered in the 2020/2025/2035 Market Value Exchange Offers that are not accepted due to proration.
Page 1 of 8
The “Settlement Date” for the Exchange Offers is expected to be October 26, 2015.
Exchange Offers Summary Tables
The tables below provide information regarding the principal amount of each series or tranche of Old Notes validly tendered and not validly withdrawn at or prior to the Expiration Date pursuant to the Exchange Offers, based on information provided by the Exchange Agents. The following tables also set forth the principal amounts of Old Notes to be accepted pursuant to the Exchange Offers, the proration factors and the principal amounts of New Notes to be issued pursuant to the Exchange Offers. They are based on the consideration set forth in the announcement relating to the Exchange Offers dated October 5, 2015 and the corresponding pounds sterling exchange rate determined at 5:00 p.m. (New York City time) on October 2, 2015.
Market Value Exchange Offers
2016 Market Value Exchange Offers
USD (2019-2021): Market Value Exchange for 2016 USD New Notes
|
Title of Old Notes
|
CUSIP
Number
|
ISIN
|
Principal
Amount
Outstanding
(millions)
|
Principal Amount
Validly Tendered
by the Expiration Date
(millions)
|
Principal Amount
to be Accepted
Pursuant to the
Exchange Offer
(millions)
|
New Notes(1)(2)
|
Principal Amount
to be Issued
Pursuant to the
Exchange Offer
(millions)
|
|||||||
|
6.000% Aug 2019
|
36962G4D3
|
US36962G4D32
|
$2,000
|
$233.219
|
$233.219
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2016 USD New Notes
|
$272.988
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|||||||
|
2.200% Jan 2020
|
36962G7M0
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US36962G7M04
|
$2,000
|
$402.633
|
$402.633
|
2016 USD New Notes
|
$416.007
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|||||||
|
5.500% Jan 2020
|
36962G4J0
|
US36962G4J02
|
$2,000
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$226.799
|
$226.799
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2016 USD New Notes
|
$263.563
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|||||||
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5.550% May 2020
|
36962G2T0
|
US36962G2T02
|
$1,100
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$156.047
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$156.047
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2016 USD New Notes
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$182.123
|
|||||||
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4.375% Sept 2020
|
36962G4R2
|
US36962G4R28
|
$2,150
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$197.874
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$197.874
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2016 USD New Notes
|
$222.138
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|||||||
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4.625% Jan 2021
|
36962G4Y7
|
US36962G4Y78
|
$2,250
|
$260.580
|
$260.580
|
2016 USD New Notes
|
$296.882
|
|||||||
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5.300% Feb 2021
|
369622SM8
|
US369622SM84
|
$2,000
|
$208.032
|
$208.032
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2016 USD New Notes
|
$242.212
|
|||||||
|
4.650% Oct 2021
|
36962G5J9
|
US36962G5J92
|
$3,150
|
$617.016
|
$617.016
|
2016 USD New Notes
|
$705.175
|
_______________
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(1)
|
All Old Notes validly tendered in the 2016 Market Value Exchange Offers will be accepted without proration.
|
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(2)
|
The 2016 USD New Notes will mature on April 15, 2016 and will bear interest at the rate per annum of 0.964%.
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USD (2022-2024): Market Value Exchange for 2016 USD New Notes
|
Title of Old Notes
|
CUSIP
Number
|
ISIN
|
Principal
Amount
Outstanding
(millions)
|
Principal Amount
Validly Tendered
by the Expiration Date
(millions)
|
Principal Amount
to be Accepted
Pursuant to the
Exchange Offer
(millions)
|
New Notes(1)(2)
|
Principal Amount
to be Issued
Pursuant to the
Exchange Offer
(millions)
|
|||||||
|
3.150% Sept 2022
|
36962G6F6
|
US36962G6F61
|
$2,000
|
$249.340
|
$249.340
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2016 USD New Notes
|
$262.313
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|||||||
|
3.100% Jan 2023
|
36962G6S8
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US36962G6S82
|
$2,500
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$298.336
|
$298.336
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2016 USD New Notes
|
$312.061
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|||||||
|
3.450% May 2024
|
36962G7K4
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US36962G7K48
|
$1,000
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$133.032
|
$133.032
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2016 USD New Notes
|
$141.374
|
_______________
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(1)
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All Old Notes validly tendered in the 2016 Market Value Exchange Offers will be accepted without proration.
|
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(2)
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The 2016 USD New Notes will mature on April 15, 2016 and will bear interest at the rate per annum of 0.964%.
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Page 2 of 8
USD Fixed-Rate (2016-2020): Market Value Exchange for 2016 USD New Notes
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Title of Old Notes
|
CUSIP
Number
|
ISIN
|
Principal
Amount
Outstanding
(millions)
|
Principal Amount
Validly Tendered
by the Expiration Date
(millions)
|
Principal Amount
to be Accepted
Pursuant to the
Exchange Offer
(millions)
|
New Notes(1)(2)
|
Principal Amount
to be Issued
Pursuant to the
Exchange Offer
(millions)
|
|||||||
|
1.500% Jul 2016
|
36962G6Z2
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US36962G6Z26
|
$1,250
|
$436.228
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$436.228
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2016 USD New Notes
|
$440.461
|
|||||||
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1.450% Aug 2016
|
36962G7B4
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US36962G7B49
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$250
|
-
|
-
|
2016 USD New Notes
|
-
|
|||||||
|
4.575% Aug 2037
|
36962G6E9
|
US36962G6E96
|
$100
|
-
|
-
|
2016 USD New Notes
|
-
|
|||||||
|
3.350% Oct 2016
|
36962G5H3
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US36962G5H37
|
$1,250
|
$541.095
|
$541.095
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2016 USD New Notes
|
$558.146
|
|||||||
|
5.375% Oct 2016
|
36962GY40
|
US36962GY402
|
$1,100
|
$460.383
|
$460.383
|
2016 USD New Notes
|
$484.449
|
|||||||
|
2.900% Jan 2017
|
36962G5N0
|
US36962G5N05
|
$1,425
|
$627.726
|
$627.726
|
2016 USD New Notes
|
$648.749
|
|||||||
|
5.400% Feb 2017
|
36962G2G8
|
US36962G2G80
|
$1,500
|
$640.871
|
$640.871
|
2016 USD New Notes
|
$683.331
|
|||||||
|
2.450% Mar 2017
|
36962G5S9
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US36962G5S91
|
$500
|
$332.178
|
$332.178
|
2016 USD New Notes
|
$341.661
|
|||||||
|
1.250% May 2017
|
36962G7J7
|
US36962G7J74
|
$1,000
|
$692.783
|
$692.783
|
2016 USD New Notes
|
$701.823
|
|||||||
|
2.300% Apr 2017
|
36962G5W0
|
US36962G5W04
|
$2,000
|
$847.280
|
$847.280
|
2016 USD New Notes
|
$873.078
|
|||||||
|
5.625% Sep 2017
|
36962G3H5
|
US36962G3H54
|
$3,000
|
$1,150.351
|
$1,150.351
|
2016 USD New Notes
|
$1,258.687
|
|||||||
|
1.600% Nov 2017
|
36962G6K5
|
US36962G6K56
|
$1,000
|
$269.984
|
$269.984
|
2016 USD New Notes
|
$274.935
|
|||||||
|
1.625% Apr 2018
|
36962G6W9
|
US36962G6W94
|
$1,500
|
$377.516
|
$377.516
|
2016 USD New Notes
|
$384.317
|
|||||||
|
5.625% May 2018
|
36962G3U6
|
US36962G3U65
|
$4,000
|
$1,391.460
|
$1,391.460
|
2016 USD New Notes
|
$1,550.011
|
|||||||
|
4.700% May 2053
|
369622394
|
US3696223946
|
$750
|
$17.873
|
$17.873
|
2016 USD New Notes
|
$17.684
|
|||||||
|
2.300% Jan 2019
|
36962G7G3
|
US36962G7G36
|
$1,000
|
$544.474
|
$544.474
|
2016 USD New Notes
|
$561.738
|
|||||||
|
3.800% Jun 2019
|
369668AA6
|
US369668AA67
|
$700
|
$439.838
|
$439.838
|
2016 USD New Notes
|
$475.494
|
|||||||
|
5.260% Nov 2019
|
36962GM43
|
US36962GM431
|
$75
|
$75.000
|
$75.000
|
2016 USD New Notes
|
$84.828
|
|||||||
|
3.250% Aug 2020
|
36962G7C2
|
US36962G7C22
|
$250
|
-
|
-
|
2016 USD New Notes
|
-
|
________________
|
(1)
|
All Old Notes validly tendered in the 2016 Market Value Exchange Offers will be accepted without proration.
|
|
(2)
|
The 2016 USD New Notes will mature on April 15, 2016 and will bear interest at the rate per annum of 0.964%.
|
Page 3 of 8
USD Floating Rate (2016-2020): Market Value Exchange for 2016 USD New Notes
|
Title of Old Notes(1)
|
CUSIP
Number
|
ISIN
|
Principal
Amount
Outstanding
(millions)
|
Principal Amount
Validly Tendered
by the Expiration Date
(millions)
|
Principal Amount
to be Accepted
Pursuant to the
Exchange Offer
(millions)
|
New Notes(2)(3)
|
Principal Amount
to be Issued
Pursuant to the
Exchange Offer
(millions)
|
|||||||
|
FRNs Jul 2016
|
36967FAC5
|
US36967FAC59
|
$695
|
$396.000
|
$396.000
|
2016 USD New Notes
|
$399.960
|
|||||||
|
FRNs Jul 2016
|
36962G7A6
|
US36962G7A65
|
$1,600
|
$464.825
|
$464.825
|
2016 USD New Notes
|
$470.459
|
|||||||
|
FRNs Jan 2017
|
36967FAB7
|
US36967FAB76
|
$2,000
|
$667.520
|
$667.520
|
2016 USD New Notes
|
$674.182
|
|||||||
|
FRNs May 2017
|
36962G7H1
|
US36962G7H19
|
$500
|
$221.269
|
$221.269
|
2016 USD New Notes
|
$223.469
|
|||||||
|
F-FRNs May 2017
|
36962G5Y6
|
US36962G5Y69
|
$100
|
$14.965
|
$14.965
|
2016 USD New Notes
|
$15.149
|
|||||||
|
F-FRNs Aug 2017
|
36962G6B5
|
US36962G6B57
|
$100
|
$16.911
|
$16.911
|
2016 USD New Notes
|
$17.418
|
|||||||
|
F-FRNs Dec 2017
|
36962G6L3
|
US36962G6L30
|
$100
|
$5.835
|
$5.835
|
2016 USD New Notes
|
$5.890
|
|||||||
|
FRNs Apr 2018
|
36962G6X7
|
US36962G6X77
|
$400
|
$183.946
|
$183.946
|
2016 USD New Notes
|
$187.350
|
|||||||
|
FRNs Jan 2019
|
36962G7F5
|
US36962G7F52
|
$500
|
$228.913
|
$228.913
|
2016 USD New Notes
|
$229.411
|
|||||||
|
FRNs Jan 2020
|
36967FAA9
|
US36967FAA93
|
$500
|
$156.226
|
$156.226
|
2016 USD New Notes
|
$158.604
|
________________
|
(1)
|
We refer to floating-rate notes as FRNs and fixed to floating-rate notes as F-FRNs.
|
|
(2)
|
All Old Notes validly tendered in the 2016 Market Value Exchange Offers will be accepted without proration.
|
|
(3)
|
The 2016 USD New Notes will mature on April 15, 2016 and will bear interest at the rate per annum of 0.964%.
|
Other Select USD: Market Value Exchange for 2016 USD New Notes
|
Title of Old Notes
|
CUSIP
Number
|
ISIN
|
Principal
Amount
Outstanding
(millions)
|
Principal
Amount Validly
Tendered by the
Expiration Date
(millions)
|
Principal Amount
to be Accepted
Pursuant to the
Exchange Offer
(millions)
|
New Notes(1)(2)
|
Principal Amount
to be Issued
Pursuant to the
Exchange Offer
(millions)
|
|||||||
|
1.250% Nov 2016
|
—
|
XS0856562797
|
$300
|
$17.980
|
$17.980
|
2016 USD New Notes
|
$18.057
|
|||||||
|
4.625% Jan 2043
|
—
|
XS0880289292
|
$700
|
$75.683
|
$75.683
|
2016 USD New Notes
|
$75.180
|
|||||||
|
5.550% Jan 2026
|
36962GT95
|
US36962GT956
|
$500
|
$5.275
|
$5.275
|
2016 USD New Notes
|
$6.231
|
|||||||
|
7.500% Aug 2035
|
36959CAA6
|
US36959CAA62
|
$300
|
$89.104
|
$89.104
|
2016 USD New Notes
|
$130.409
|
________________
|
(1)
|
All Old Notes validly tendered in the 2016 Market Value Exchange Offers will be accepted without proration.
|
|
(2)
|
The 2016 USD New Notes will mature on April 15, 2016 and will bear interest at the rate per annum of 0.964%.
|
Page 4 of 8
GBP: Market Value Exchange for 2016 GBP New Notes
|
Title of Old Notes
|
CUSIP
Number
|
ISIN
|
Principal
Amount
Outstanding
(millions)
|
Principal
Amount Validly
Tendered by the
Expiration Date
(millions)
|
Principal Amount
to be Accepted
Pursuant to the
Exchange Offer
(millions)
|
New Notes(1)(2)
|
Principal Amount
to be Issued
Pursuant to the
Exchange Offer
(millions)
|
|||||||
|
6.250% Dec 2017
|
—
|
XS0148124588
|
£500
|
£149.544
|
£149.544
|
2016 GBP New Notes
|
£165.557
|
|||||||
|
5.250% Dec 2028
|
—
|
XS0096298822
|
£425
|
£109.881
|
£109.881
|
2016 GBP New Notes
|
£139.246
|
|||||||
|
5.625% Sept 2031
|
—
|
XS0154681737
|
£178
|
£48.942
|
£48.942
|
2016 GBP New Notes
|
£65.021
|
|||||||
|
4.875% Sept 2037
|
—
|
XS0229561831
|
£750
|
£237.377
|
£237.377
|
2016 GBP New Notes
|
£275.463
|
|||||||
|
5.375% Dec 2040
|
—
|
XS0182703743
|
£450
|
£99.914
|
£99.914
|
2016 GBP New Notes
|
£133.073
|
________________
|
(1)
|
All Old Notes validly tendered in the 2016 Market Value Exchange Offers will be accepted without proration.
|
|
(2)
|
The 2016 GBP New Notes will mature on April 15, 2016 and will bear interest at the rate per annum of 1.363%
|
2020/2025/2035 Market Value Exchange Offers
USD (2019-2021): Market Value Exchange for 2020 New Notes
|
Title of Old Notes
|
CUSIP
Number
|
ISIN
|
Principal
Amount
Outstanding (millions)
|
Principal
Amount Validly
Tendered by the
Expiration Date
(millions)
|
Principal Amount
to be Accepted
Pursuant to the
Exchange Offer
(millions)
|
Proration Factor(1)
|
New Notes(2)
|
Principal Amount to
be Issued Pursuant
to the Exchange
Offer (millions)
|
||||||||
|
6.000% Aug 2019
|
36962G4D3
|
US36962G4D32
|
$2,000
|
$767.281
|
$547.464
|
71.37%
|
2020 New Notes
|
$639.908
|
||||||||
|
2.200% Jan 2020
|
36962G7M0
|
US36962G7M04
|
$2,000
|
$984.109
|
$702.211
|
71.37%
|
2020 New Notes
|
$724.491
|
||||||||
|
5.500% Jan 2020
|
36962G4J0
|
US36962G4J02
|
$2,000
|
$878.410
|
$626.745
|
71.37%
|
2020 New Notes
|
$727.054
|
||||||||
|
5.550% May 2020
|
36962G2T0
|
US36962G2T02
|
$1,100
|
$573.182
|
$408.962
|
71.37%
|
2020 New Notes
|
$476.259
|
||||||||
|
4.375% Sept 2020
|
36962G4R2
|
US36962G4R28
|
$2,150
|
$953.205
|
$680.162
|
71.37%
|
2020 New Notes
|
$761.650
|
||||||||
|
4.625% Jan 2021
|
36962G4Y7
|
US36962G4Y78
|
$2,250
|
$1,086.470
|
$775.235
|
71.37%
|
2020 New Notes
|
$881.190
|
||||||||
|
5.300% Feb 2021
|
369622SM8
|
US369622SM84
|
$2,000
|
$876.368
|
$625.236
|
71.37%
|
2020 New Notes
|
$726.550
|
||||||||
|
4.650% Oct 2021
|
36962G5J9
|
US36962G5J92
|
$3,150
|
$1,438.862
|
$1,026.684
|
71.37%
|
2020 New Notes
|
$1,169.850
|
_______________
|
(1)
|
Proration factor (the percentage of relevant tenders to be accepted) is rounded to the nearest hundredth.
|
|
(2)
|
The 2020 New Notes will mature on November 15, 2020 and will bear interest at the rate per annum of 2.342%.
|
USD (2022-2024): Market Value Exchange for 2025 New Notes
|
Title of Old Notes
|
CUSIP
Number
|
ISIN
|
Principal
Amount
Outstanding
(millions)
|
Principal
Amount Validly
Tendered by the
Expiration Date
(millions)
|
Principal Amount
to be Accepted
Pursuant to the
Exchange Offer
(millions)
|
Proration Factor(1)
|
New Notes(2)
|
Principal Amount
to be Issued
Pursuant to the
Exchange Offer
(millions)
|
||||||||
|
3.150% Sept 2022
|
36962G6F6
|
US36962G6F61
|
$2,000
|
$932.001
|
$665.041
|
71.37%
|
2025 New Notes
|
$696.664
|
||||||||
|
3.100% Jan 2023
|
36962G6S8
|
US36962G6S82
|
$2,500
|
$1,238.979
|
$884.080
|
71.37%
|
2025 New Notes
|
$922.717
|
||||||||
|
3.450% May 2024
|
36962G7K4
|
US36962G7K48
|
$1,000
|
$475.656
|
$339.398
|
71.37%
|
2025 New Notes
|
$360.044
|
________________
|
(1)
|
Proration factor (the percentage of relevant tenders to be accepted) is rounded to the nearest hundredth.
|
|
(2)
|
The 2025 New Notes will mature on November 15, 2025 and will bear interest at the rate per annum of 3.373%.
|
Page 5 of 8
USD (2032-2039): Market Value Exchange for 2035 New Notes
|
Title of Old Notes
|
CUSIP
Number
|
ISIN
|
Principal
Amount Outstanding (millions)
|
Principal Amount
Validly Tendered
by the Expiration Date
(millions)
|
Principal Amount
to be Accepted
Pursuant to the
Exchange Offer
(millions)
|
Proration Factor(1)
|
New Notes(2)
|
Principal Amount
to be Issued
Pursuant to the
Exchange Offer
(millions)
|
||||||||
|
6.750% Mar 2032
|
36962GXZ2
|
US36962GXZ26
|
$5,000
|
$2,846.358
|
$2,030.929
|
71.37%
|
2035 New Notes
|
$2,810.791
|
||||||||
|
6.150% Aug 2037
|
36962G3A0
|
US36962G3A02
|
$2,000
|
$1,519.318
|
$1,084.065
|
71.37%
|
2035 New Notes
|
$1,435.074
|
||||||||
|
5.875% Jan 2038
|
36962G3P7
|
US36962G3P70
|
$6,350
|
$4,782.049
|
$3,412.266
|
71.37%
|
2035 New Notes
|
$4,394.763
|
||||||||
|
6.875% Jan 2039
|
36962G4B7
|
US36962G4B75
|
$4,000
|
$2,774.132
|
$1,979.345
|
71.37%
|
2035 New Notes
|
$2,824.040
|
________________
|
(1)
|
Proration factor (the percentage of relevant tenders to be accepted) is rounded to the nearest hundredth.
|
|
(2)
|
The 2035 New Notes will mature on November 15, 2035 and will bear interest at the rate per annum of 4.418%.
|
The New Notes have the following CUSIP Numbers and ISINs:
|
New Notes
|
U.S. Restricted
(CUSIP Number)
|
U.S. Restricted
(ISIN)
|
Offshore
(CUSIP Number)
|
Offshore
(ISIN)
|
||||||
|
2016 USD New Notes
|
36164NFE0
|
US36164NFE04
|
36164PFE5
|
US36164PFE51
|
||||||
|
2016 GBP New Notes
|
—
|
XS1288976662
|
—
|
XS1288976316
|
||||||
|
2020 New Notes
|
36164NFF7
|
US36164NFF78
|
36164PFF2
|
US36164PFF27
|
||||||
|
2025 New Notes
|
36164NFG5
|
US36164NFG51
|
36164PFG0
|
US36164PFG00
|
||||||
|
2035 New Notes
|
36164NFH3
|
US36164NFH35
|
36164PFH8
|
US36164PFH82
|
Additional Information
The New Notes have not been and will not be registered under the Securities Act or the securities laws of any jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The 2016 USD New Notes, the 2020 New Notes, the 2025 New Notes and the 2035 New Notes will be entitled to certain registration rights.
This communication does not constitute an offer to buy or sell or a solicitation of an offer to buy or sell either Old Notes or New Notes 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 communication in certain jurisdictions (including, but not limited to, Australia, Canada, China, the European Economic Area, France, Hong Kong, Ireland, Italy, Japan, Korea, Kuwait, Luxembourg, Mexico, Switzerland, the United Kingdom and the United States) and the offering of the New Notes in certain jurisdictions may be restricted by law.
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). Accordingly, this communication is only for distribution to and directed at: (i) in the United Kingdom, persons having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”)); (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; (iii) persons who are outside the United Kingdom; and (iv) any other person to whom it can otherwise be lawfully distributed (all such persons together being referred to as “Relevant Persons”). Any investment or investment activity to which this communication relates is available only to and will be engaged in only with Relevant Persons. Persons who are not Relevant Persons should not take any action based upon this communication and should not rely on it.
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, this communication is not being made in that Relevant Member State other than: (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as
Page 6 of 8
permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant dealer or dealers nominated by the Issuer for any such offer; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided that no such communication referred to in (a) to (c) above shall require the Issuer or any dealer manager, the information agents or the exchange agents to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. The expression “Prospectus Directive” means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU) and includes any relevant implementing measure in such Relevant Member State.
Forward-Looking Statements
This communication contains “forward-looking statements” —that is, statements related to future, not past, events. In this context, 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,” or “target.” Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the Reorganization and the Exchange Offers; our announced GE Capital Exit Plan to reduce the size of our financial services businesses, including expected cash and non-cash charges associated with the GE Capital Exit Plan; expected income; earnings per share; revenues; organic growth; margins; cost structure; restructuring charges; cash flows; return on capital; capital expenditures, capital allocation or capital structure; dividends; and the split between GE’s industrial business and GECC earnings. For us, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include: obtaining (or the timing of obtaining) any required regulatory reviews or approvals or any other consents or approvals associated with our announced GE Capital Exit Plan to reduce the size of our financial services businesses (including the Merger); our ability to complete incremental asset sales as part of the GE Capital Exit Plan in a timely manner (or at all) and at the prices we have assumed; changes in law, economic and financial conditions, including interest and exchange rate volatility, commodity and equity prices and the value of financial assets, including the impact of these conditions on our ability to sell or the value of incremental assets to be sold as part of the GE Capital Exit Plan as well as other aspects of the GE Capital Exit Plan; the impact of conditions in the financial and credit markets on the availability and cost of GECC’s funding, and GECC’s exposure to counterparties; the impact of conditions in the housing market and unemployment rates on the level of commercial and consumer credit defaults; pending and future mortgage loan repurchase claims and other litigation claims in connection with WMC Mortgage Corporation, which may affect our estimates of liability, including possible loss estimates; our ability to maintain our current credit rating and the impact on our funding costs and competitive position if we do not do so; the adequacy of our cash flows and earnings and other conditions, which may affect our ability to pay our quarterly dividend at the planned level or to repurchase shares at planned levels; GECC’s ability to pay dividends to GE at the planned level, which may be affected by GECC’s cash flows and earnings, financial services regulation and oversight, and other factors; our ability to convert pre-order commitments/wins into orders; the price we realize on orders since commitments/wins are stated at list prices; customer actions or developments such as early aircraft retirements or reduced energy demand and other factors that may affect the level of demand and financial performance of the major industries and customers we serve; the effectiveness of our risk management framework; the impact of regulation and regulatory, investigative and legal proceedings and legal compliance risks, including the impact of financial services regulation and litigation; adverse market conditions, timing of and ability to obtain required bank regulatory approvals, or other factors relating to us or Synchrony Financial that could prevent us from completing the Synchrony Financial split-off as planned; our capital allocation plans, as such plans may change including with respect to the timing and size of share repurchases, acquisitions, joint ventures, dispositions and other strategic actions; our success in completing, including obtaining regulatory approvals for, announced transactions, such as the proposed transactions and alliances with Alstom, Appliances and the GE Capital Exit Plan, and our ability to realize anticipated earnings and savings; our success in integrating acquired businesses and operating joint ventures; the impact of potential information technology or data security breaches; our actual division of U.S. and international assets, which may not occur as expected; and the other factors that are described in “Risk Factors” in each of GE’s and GECC’s Annual Report on Form 10-K for the year ended December 31, 2014, as such descriptions may be updated or amended in any future report GE or GECC files with the U.S. Securities and Exchange Commission. These or other uncertainties may cause our actual future results to be materially different than those expressed in our forward-looking statements. We do not undertake to update our forward-looking statements.
Page 7 of 8
Investor Contact:
Matt Cribbins, 203.373.2424
matthewg.cribbins@ge.com
Media Contact:
Seth Martin, 203.572.3567
seth.martin@ge.com
Page 8 of 8