GE GE Aerospace

NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (the “United States”) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.

GE Capital Australia Funding Pty. Ltd. (ACN 085 675 467) (“GECAF”), GE Capital Canada Funding Company (“GECCF”) and GE Capital UK Funding Unlimited Company (“GECUKF” and, together with GECAF and GECCF, the “Offerors”) today announced that they had commenced cash tender offers to purchase any and all of the securities set forth in the table below (each an “Offer” and collectively the “Tender Offer”).

AUDFixedRateSecurities

  Securities   ISIN  

Aggregate Principal AmountOutstanding

 

FixedSpread

  Reference Benchmark  

BloombergReferencePage

GE CapitalAustraliaFundingPty. Ltd.

4.000%Notes dueMay 2018

XS0934529768 AUD200,000,000 50 bps

The relevant interpolated mid-swap rate calculated inaccordance with the Australiandollar market convention

IAUS10

4.125%Notes dueJuly 2018

XS1023248203 AUD150,000,000 55 bps IAUS10

5.000%Notes dueSeptember2019

XS0972856917 AUD150,000,000 55 bps IAUS10  

CADFixedRateSecurities

Securities ISIN CUSIP

Aggregate PrincipalAmount Outstanding

FixedSpread

Reference Benchmark

BloombergReferencePage

GE CapitalCanadaFundingCompany

5.530%Notes dueAugust2017

CA36158ZBH88 36158ZBH8 CAD1,350,000,000 45 bps

1 ½ per cent. Government ofCanada Bond due September2017 (ISIN: CA135087A461)

RBCB

4.400%Notes dueFebruary2018

CA36158ZBR60 36158ZBR6 CAD400,000,000 55 bps

1 ¼ per cent. Government ofCanada Bond due March 2018(ISIN: CA135087A875)

RBCB

2.420%Notes dueMay 2018

CA36158ZCA27 36158ZCA2 CAD1,000,000,000 35 bps

4 ¼ per cent. Government ofCanada Bond due June 2018(ISIN: CA135087YL25)

RBCB

3.550%Notes dueJune2019

CA36158ZBX39 36158ZBX3 CAD350,000,000 55 bps

3 ¾ per cent. Government ofCanada Bond due June 2019(ISIN: CA135087YR94)

RBCB

5.680%Notes dueSeptember2019

CA36158ZBN56 36158ZBN5 CAD700,000,000 55 bps

1 ¾ per cent.Government ofCanada Bond due September2019 (ISIN: CA135087C855)

RBCB

5.730%Notes dueOctober2037

CA36158ZBK18 36158ZBK1 CAD1,350,000,000 110 bps

3 ½ per cent. Government ofCanada Bond due December2045 (ISIN: CA135087ZS68)

RBCB  

GBPFixedRateSecurities

Securities ISIN

Aggregate Principal AmountOutstanding

FixedSpread

Reference Benchmark

BloombergReferencePage

GE CapitalUKFundingUnlimitedCompany(1)

4.125%Notes dueSeptember2017

XS0544837676 GBP600,000,000 70 bps

1 per cent. UK Treasury Stockdue September 2017(ISIN: GB00B7F9S958)

DMO2

2.375%Notes dueDecember2018

XS1078758833 GBP300,000,000 70 bps

1 ¼ per cent. UK Treasury Stockdue July 2018 (ISIN:GB00B8KP6M44)

DMO2

5.625%Notes dueApril 2019

XS0297507773 GBP300,000,000 50 bps

4 ½ per cent. UK Treasury Stockdue March 2019 (ISIN:GB00B39R3F84)

DMO2

4.375%Notes dueJuly 2019

XS0740772420 GBP625,000,000 85 bps

1 ¾ per cent. UK Treasury Stockdue July 2019 (ISIN:GB00BDV0F150)

DMO2

5.125%Notes dueMay 2023

XS0254673964 GBP425,000,000 55 bps

2 ¼ per cent. UK Treasury Stockdue September 2023 (ISIN:GB00B7Z53659)

DMO2

6.250%Notes dueMay 2038

XS0361336356 GBP650,000,000 70 bps

4 ¾ per cent. UK Treasury Stockdue December 2038(ISIN: GB00B00NY175)

DMO2  

GBPFloatingRateSecurities

Securities ISIN

Aggregate Principal AmountOutstanding

FixedPrice

GE CapitalUKFundingUnlimitedCompany(1)

FloatingRate Notesdue March2017

XS0286359582 GBP160,000,000 100.000%

FloatingRate Notesdue January2018

XS1167300497 GBP325,000,000 100.000%

(1) On 13 April 2016 GE Capital UK Funding changed its name to GE Capital UK Funding Unlimited Company.

Overview of the Tender Offer

The Tender Offer is made pursuant to the terms and subject to the conditions set forth in the Tender Offer Memorandum dated today (as it may be amended or supplemented from time to time, the “Tender Offer Memorandum”).

In respect of floating rate Securities, the fixed price offered for each GBP1,000 principal amount of Securities purchased pursuant to the Tender Offer is set forth in the table above (the “Floating Rate Consideration”). In respect of fixed rate Securities, the fixed spread over the relevant Reference Benchmark offered for Securities purchased pursuant to the Tender Offer is set forth in the table above (the “Fixed Rate Consideration” and, together with the Floating Rate Consideration, the “Consideration”). The Fixed Rate Consideration will be determined by reference to the Reference Benchmarks at Pricing. For the AUD Fixed Rate Securities, Pricing will occur at or around 11.00 am London time on 5 May 2016. For the GBP Fixed Rate Securities, Pricing will occur at or around 1.00 pm London time on 5 May 2016. For the CAD Fixed Rate Securities, Pricing will occur at or around 10.00 am Toronto time on 5 May 2016.

Holders whose Securities are purchased pursuant to the Tender Offer will also be paid an amount equal to the accrued and unpaid interest thereon from the applicable last interest payment date up to, but not including, the date (the “Settlement Date”) on which payment is made for Securities that have been validly tendered (and not validly revoked) (the “Accrued Interest”). Interest will cease to accrue on the Settlement Date for all Securities accepted in any Offer.

The Tender Offer will expire at (i) 4.00 p.m. London time on 4 May 2016 in the case of the AUD Securities and the GBP Securities and (ii) 5.00 p.m. Toronto time on 4 May 2016 in the case of the CAD Securities, unless extended by the Offerors (such time and date, as the same may be extended, the “Expiration Time”). Holders of Securities must validly tender and not validly revoke their Securities prior to the Expiration Time to be eligible to receive the Consideration. Tendered Securities are irrevocable except in the limited circumstances described in the Tender Offer Memorandum.

The Offerors expect that the Settlement Date for each Offer will be on or about 12 May 2016. Interest will cease to accrue on the Settlement Date for all Securities accepted in any Offer.

If you hold Securities through a broker, dealer, custodian bank, depositary, trust company or other nominee, you should keep in mind that this entity may require you to take action with respect to an Offer a number of days before the Expiration Time in order for such entity to tender Securities on your behalf prior to the Expiration Time.

Each Offeror’s obligation to pay the Consideration plus Accrued Interest is conditioned, among other things, on the satisfaction or waiver of certain conditions set forth in the Tender Offer Memorandum. No Offer is conditioned on any minimum amount of Securities being tendered or on the consummation of any other Offer, and each Offer may be amended, extended or terminated separately.

The purpose of the Tender Offer is to retire a portion of certain of the Offerors’ outstanding debt securities and reduce cash interest expense as part of General Electric Company’s (“GE”) plan, announced on 10 April 2015, to reduce the size of its financial services businesses through the sale of most of General Electric Capital Corporation’s assets and to focus on continued investment and growth in GE’s industrial businesses. Any Securities that are purchased in the Tender Offer will be retired and cancelled.

The Offerors have retained Deutsche Bank AG, London Branch (“Deutsche Bank”) to act as global coordinator for the Tender Offer, and Deutsche Bank, Barclays Bank PLC (“Barclays”), Royal Bank of Canada, Sydney Branch, RBC Dominion Securities Inc. and RBC Europe Limited (collectively, “RBC”) to act as Dealer Managers (collectively, the “Dealer Managers”) for the Tender Offer. Deutsche Bank may be contacted at +44 (0) 207 545 8011; Barclays may be contacted at +44 (0) 203 134 8515; and RBC may be contacted at +1 416 842 6311. None of Deutsche Bank or Barclays or their respective affiliates will directly solicit or advertise in Canada with respect to the Offers for Securities of GECCF or otherwise with any Canadian holder of Securities of GECCF and any solicitation or advertisement with respect to the Offers in Canada for Securities of GECCF or otherwise with Canadian holders of Securities of GECCF will be conducted by RBC.

The Offerors have also retained Lucid Issuer Services Limited to serve as global tender agent and information agent (the “Global Tender Agent” and “Information Agent” respectively) for the Tender Offer and TMX Equity Transfer and Trust Company to serve as the Canadian tender agent (the “Canadian Tender Agent” and, together with the Global Tender Agent, the “Tender Agents”).

Any requests for additional electronic copies of the Tender Offer Memorandum and any questions concerning tender procedures relating to any AUD Securities or GBP Securities should be directed to the Global Tender Agent at Lucid Issuer Services Ltd., Tankerton Works, 12 Argyle Walk, London WC1H 8HA, United Kingdom (telephone: +44 (0) 207 704 0880; Email: ge@lucid-is.com). Any questions concerning tender procedures for CAD Securities should be directed to the Canadian Tender Agent at its address or telephone number listed on the back cover of the Tender Offer Memorandum. You may also contact your broker, dealer, custodian bank, depositary, trust company or other nominee for assistance concerning the Tender Offer. Any questions concerning the terms and conditions of the Tender Offer should be directed to the Dealer Managers at the telephone numbers listed on the back cover of the Tender Offer Memorandum.

Copies of the Tender Offer Memorandum are available from the Global Tender Agent at its address set out above.

None of the Offerors, the Dealer Managers, the Tender Agents or the Information Agent is making any recommendation as to whether Holders should tender Securities in response to the Tender Offer.

This communication does not constitute an offer to purchase or a solicitation of tenders of Securities from any person located in the United States or 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 or blue sky laws or otherwise. This communication does not constitute an offer to sell any securities or the solicitation of an offer to buy any securities (other than the Securities set forth in the table above).

The distribution of this communication and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this communication and/or the Tender Offer Memorandum comes are required by each of the Offerors, the Dealer Managers and the Tender Agents to inform themselves about, and to observe, any such restrictions.

This distribution of this communication, the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer is not being made and such documents and/or materials have not been approved by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to and directed at, and may only be acted upon by, those persons in the United Kingdom 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, as amended (the “Financial Promotion Order”)) or persons who are within Article 43 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

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 Tender Offer. Uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include the failure to consummate any of these transactions or to make or take any filing or other action required to consummate any such transaction on a timely matter or at all. These or other uncertainties may cause our actual future results to be materially different from those expressed in our forward-looking statements.

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GE CapitalInvestors:Matt Cribbins, +1 203-373-2424matthewg.cribbins@ge.comorMedia:Susan Bishop, +1 203-750-5362Susan.bishop@ge.com