General Electric Capital Corporation (“GECC”) today announced
the pricing terms 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
pricing terms were established at 11:00 a.m. (New York City time)
(4:00 p.m. (London time)) on October 5, 2015 (the “Price
Determination Date”).
The Exchange Offers are being 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 announcement relating to the
Exchange Offers dated October 3, 2015 (the “Offer to Exchange”).
Capitalized terms not otherwise defined herein have the meanings
set forth in the announcement relating to the Exchange Offers dated
September 21, 2015.
Each series or tranche of New Market Notes issued in the Market
Value Exchange Offers will bear interest at the rate per annum set
forth below:
New Market Notes
Reference Security Bloomberg Reference Page
Fixed Spread (basis points) Coupon 2016
USD New Notes Eurodollar Synthetic Forward Rate(yield from two
business days after the Price Determination Date to the maturity
date of 2016 USD New Notes) EDSF +60 0.964% 2016 GBP New Notes
2.000% U.K. Gilt Security due January 22, 2016 DMO2 +90 1.363% 2020
New Notes 1.375% U.S. Treasury Security due August 31, 2020
(bid-side) FIT1 +105 2.342% 2025 New Notes 2.000% U.S. Treasury
Security due August 15, 2025 (bid-side) FIT1 +135 3.373% 2035 New
Notes 3.000% U.S. Treasury Security due May 15, 2045 (bid-side)
FIT1 +155 4.418%
Exchange Offers Summary Tables
The following tables set forth the Total Exchange Consideration
for each of the Market Value Exchange Offers.
MARKET VALUE EXCHANGE OFFERS
2016 Market Value Exchange
Offers
USD (2019-2021): Market Value Exchange
for 2016 USD New Notes
Exchange Offer Yield Total Exchange
Consideration(3)(4) Title of Old Notes CUSIP
Number ISIN Principal Amount Outstanding
(millions) New Notes(1) Reference U.S.
Treasury Security(2) Fixed Spread (basis points)
New Notes 6.000% Aug 2019 36962G4D3 US36962G4D32 $2,000 2016
USD New Notes 1.375% Aug 2020 +5 $1,171.12 2.200% Jan 2020
36962G7M0 US36962G7M04 $2,000 2016 USD New Notes 1.375% Aug 2020 +5
$1,034.27 5.500% Jan 2020 36962G4J0 US36962G4J02 $2,000 2016 USD
New Notes 1.375% Aug 2020 +20 $1,162.56 5.550% May 2020 36962G2T0
US36962G2T02 $1,100 2016 USD New Notes 1.375% Aug 2020 +40
$1,167.27 4.375% Sept 2020 36962G4R2 US36962G4R28 $2,150 2016 USD
New Notes 1.375% Aug 2020 +45 $1,122.87 4.625% Jan 2021 36962G4Y7
US36962G4Y78 $2,250 2016 USD New Notes 1.375% Aug 2020 +50
$1,139.97 5.300% Feb 2021 369622SM8 US369622SM84 $2,000 2016 USD
New Notes 1.375% Aug 2020 +70 $1,165.33 4.650% Oct 2021 36962G5J9
US36962G5J92 $3,150 2016 USD New Notes 1.375% Aug 2020 +80
$1,142.97 _______________ (1) The 2016 USD New Notes
will mature on April 15, 2016 and will bear interest at the rate
per annum of 0.964%. (2) The reference page for the bid-side price
of the Reference U.S. Treasury Security at the Price Determination
Date will be Bloomberg Reference Page FIT1. (3) Per $1,000
principal amount of Old Notes accepted for exchange. (4) The
Exchange Consideration for each $1,000 principal amount of Old
Notes tendered after the Early Participation Date and at or prior
to the Expiration Date and accepted for exchange will be New Notes
in a principal amount equal to the applicable Total Exchange
Consideration minus $50.
USD (2022-2024): Market Value Exchange
for 2016 USD New Notes
Exchange Offer Yield Total Exchange
Consideration(3)(4) Title of Old Notes CUSIP
Number ISIN Principal Amount Outstanding
(millions) New Notes(1) Reference U.S.
Treasury Security(2) Fixed Spread (basis points)
New Notes 3.150% Sept 2022 36962G6F6 US36962G6F61 $2,000
2016 USD New Notes 2.000% Aug 2025 +30 $1,052.17 3.100% Jan 2023
36962G6S8 US36962G6S82 $2,500 2016 USD New Notes 2.000% Aug 2025
+35 $1,047.85 3.450% May 2024 36962G7K4 US36962G7K48 $1,000 2016
USD New Notes 2.000% Aug 2025 +55 $1,065.16 ________________
(1) The 2016 USD New Notes will mature on April 15, 2016 and
will bear interest at the rate per annum of 0.964%. (2) The
reference page for the bid-side price of the Reference U.S.
Treasury Security at the Price Determination Date will be Bloomberg
Reference Page FIT1. (3) Per $1,000 principal amount of Old Notes
accepted for exchange. (4) The Exchange Consideration for each
$1,000 principal amount of Old Notes tendered after the Early
Participation Date and at or prior to the Expiration Date and
accepted for exchange will be New Notes in a principal amount equal
to the applicable Total Exchange Consideration minus $50.
USD Fixed-Rate (2016-2020): Market
Value Exchange for 2016 USD New Notes
Exchange Offer Yield Total Exchange
Consideration(3)(4) Title of Old Notes CUSIP
Number ISIN Principal Amount Outstanding
(millions) New Notes(1) Reference U.S.
Treasury Security(2) Fixed Spread (basis points)
New Notes 1.500% Jul 2016 36962G6Z2 US36962G6Z26 $1,250 2016
USD New Notes 0.625% Aug 2017 -70 $1,011.50 1.450% Aug 2016
36962G7B4 US36962G7B49 $250 2016 USD New Notes 0.625% Aug 2017 -70
$1,011.97 4.575% Aug 2037 36962G6E9 US36962G6E96 $100 2016 USD New
Notes 0.625% Aug 2017 -75 $1,039.28 3.350% Oct 2016 36962G5H3
US36962G5H37 $1,250 2016 USD New Notes 0.625% Aug 2017 -75
$1,034.32 5.375% Oct 2016 36962GY40 US36962GY402 $1,100 2016 USD
New Notes 0.625% Aug 2017 -55 $1,052.51 2.900% Jan 2017 36962G5N0
US36962G5N05 $1,425 2016 USD New Notes 0.625% Aug 2017 -55
$1,034.46 5.400% Feb 2017 36962G2G8 US36962G2G80 $1,500 2016 USD
New Notes 0.625% Aug 2017 -30 $1,066.48 2.450% Mar 2017 36962G5S9
US36962G5S91 $500 2016 USD New Notes 0.625% Aug 2017 -25 $1,029.24
1.250% May 2017 36962G7J7 US36962G7J74 $1,000 2016 USD New Notes
0.625% Aug 2017 -50 $1,017.05 2.300% Apr 2017 36962G5W0
US36962G5W04 $2,000 2016 USD New Notes 0.625% Aug 2017 -35
$1,030.97 5.625% Sep 2017 36962G3H5 US36962G3H54 $3,000 2016 USD
New Notes 0.625% Aug 2017 0 $1,094.41 1.600% Nov 2017 36962G6K5
US36962G6K56 $1,000 2016 USD New Notes 0.625% Aug 2017 +10
$1,018.76 1.625% Apr 2018 36962G6W9 US36962G6W94 $1,500 2016 USD
New Notes 1.000% Sep 2018 0 $1,018.26 5.625% May 2018 36962G3U6
US36962G3U65 $4,000 2016 USD New Notes 1.000% Sep 2018 +15
$1,114.14 4.700% May 2053 369622394 US3696223946 $750 2016 USD New
Notes — — $1,020.00 2.300% Jan 2019 36962G7G3 US36962G7G36 $1,000
2016 USD New Notes 1.375% Aug 2020 -5 $1,033.25 3.800% Jun 2019
369668AA6 US369668AA67 $700 2016 USD New Notes 1.375% Aug 2020 +20
$1,081.56 5.260% Nov 2019 36962GM43 US36962GM431 $75 2016 USD New
Notes 1.375% Aug 2020 +60 $1,131.05 3.250% Aug 2020 36962G7C2
US36962G7C22 $250 2016 USD New Notes 1.375% Aug 2020 +65 $1,059.22
________________ (1) The 2016 USD New Notes will
mature on April 15, 2016 and will bear interest at the rate per
annum of 0.964%. (2) The reference page for the bid-side price of
the Reference U.S. Treasury Security at the Price Determination
Date will be Bloomberg Reference Page FIT1. (3) Per $1,000
principal amount of Old Notes accepted for exchange. (4) The
Exchange Consideration for each $1,000 principal amount of Old
Notes tendered after the Early Participation Date and at or prior
to the Expiration Date and accepted for exchange will be New Notes
in a principal amount equal to the applicable Total Exchange
Consideration minus $50.
USD Floating Rate (2016-2020): Market
Value Exchange for 2016 USD New Notes
Exchange Offer Yield Total Exchange
Consideration(3)(4) Title of Old Notes(1)
CUSIP Number ISIN Principal Amount Outstanding
(millions) New Notes(2) New Notes FRNs Jul
2016 36967FAC5 US36967FAC59 $695 2016 USD New Notes $1,010.00 FRNs
Jul 2016 36962G7A6 US36962G7A65 $1,600 2016 USD New Notes $1,012.50
FRNs Jan 2017 36967FAB7 US36967FAB76 $2,000 2016 USD New Notes
$1,010.00 FRNs May 2017 36962G7H1 US36962G7H19 $500 2016 USD New
Notes $1,010.00 F-FRNs May 2017 36962G5Y6 US36962G5Y69 $100 2016
USD New Notes $1,022.50 F-FRNs Aug 2017 36962G6B5 US36962G6B57 $100
2016 USD New Notes $1,030.00 F-FRNs Dec 2017 36962G6L3 US36962G6L30
$100 2016 USD New Notes $1,012.50 FRNs Apr 2018 36962G6X7
US36962G6X77 $400 2016 USD New Notes $1,020.00 FRNs Jan 2019
36962G7F5 US36962G7F52 $500 2016 USD New Notes $1,007.50 FRNs Jan
2020 36967FAA9 US36967FAA93 $500 2016 USD New Notes
$1,017.50
________________ (1) We refer to floating-rate notes
as FRNs and fixed to floating-rate notes as F-FRNs. (2) The 2016
USD New Notes will mature on April 15, 2016 and will bear interest
at the rate per annum of 0.964%. (3) Per $1,000 principal amount of
Old Notes accepted for exchange. (4) The Exchange Consideration for
each $1,000 principal amount of Old Notes tendered after the Early
Participation Date and at or prior to the Expiration Date and
accepted for exchange will be New Notes in a principal amount equal
to the applicable Total Exchange Consideration minus $50.
Other Select USD: Market Value Exchange
for 2016 USD New Notes
Exchange Offer Yield Total Exchange
Consideration(3)(4) Title of Old Notes CUSIP
Number ISIN Principal Amount Outstanding
(millions) New Notes(1) Reference U.S.
Treasury Security(2) Fixed Spread (basis points)
New Notes 1.250% Nov 2016 — XS0856562797 $300 2016 USD New
Notes 0.625% Aug 2017 -45 $1,011.92 4.625% Jan 2043 — XS0880289292
$700 2016 USD New Notes 1.000% Sep 2018 +360 $1,003.34 5.550% Jan
2026 36962GT95 US36962GT956 $500 2016 USD New Notes 2.000% Aug 2025
+140 $1,181.65 7.500% Aug 2035 36959CAA6 US36959CAA62 $300 2016 USD
New Notes 3.000% May 2045 +120 $1,463.79 ________________
(1) The 2016 USD New Notes will mature on April 15, 2016 and
will bear interest at the rate per annum of 0.964%. (2) The
reference page for the bid-side price of the Reference U.S.
Treasury Security at the Price Determination Date will be Bloomberg
Reference Page FIT1. (3) Per $1,000 principal amount of Old Notes
accepted for exchange. (4) The Exchange Consideration for each
$1,000 principal amount of Old Notes tendered after the Early
Participation Date and at or prior to the Expiration Date and
accepted for exchange will be New Notes in a principal amount equal
to the applicable Total Exchange Consideration minus $50.
GBP: Market Value Exchange for 2016 GBP
New Notes
Exchange Offer Yield Total Exchange
Consideration(3)(4) Title of Old Notes CUSIP
Number ISIN Principal Amount Outstanding
(millions) New Notes(1) Reference U.K. Gilt
Security(2) Fixed Spread (basis points) New
Notes 6.250% Dec 2017 — XS0148124588 £500 2016 GBP New Notes
1.000% Sep 2017 +55 £1,107.55 5.250% Dec 2028 — XS0096298822 £425
2016 GBP New Notes 6.000% Dec 2028 +85 £1,271.69 5.625% Sept 2031 —
XS0154681737 £178 2016 GBP New Notes 4.750% Dec 2030 +85 £1,329.08
4.875% Sept 2037 — XS0229561831 £750 2016 GBP New Notes 4.250% Mar
2036 +135 £1,164.46 5.375% Dec 2040 — XS0182703743 £450 2016 GBP
New Notes 4.250% Dec 2040 +90 £1,332.42 ________________ (1)
The 2016 GBP New Notes will mature on April 15, 2016 and
will bear interest at the rate per annum of 1.363%. (2) The
reference page for the price of the Reference U.K. Gilt Security at
the Price Determination Date will be Bloomberg Reference Page DMO2.
(3) Per £1,000 principal amount of Old Notes accepted for exchange.
(4) The Exchange Consideration for each £1,000 principal amount of
Old Notes tendered after the Early Participation Date and at or
prior to the Expiration Date and accepted for exchange will be New
Notes in a principal amount equal to the applicable Total Exchange
Consideration minus £50.
2020/2025/2035 Market Value Exchange
Offers
USD (2019-2021): Market Value Exchange
for 2020 New Notes
Exchange Offer Yield Total Exchange
Consideration(3)(4) Title of Old Notes CUSIP
Number ISIN Principal Amount Outstanding
(millions) New Notes(1) Reference U.S.
Treasury Security(2) Fixed Spread (basis points)
New Notes 6.000% Aug 2019 36962G4D3 US36962G4D32 $2,000 2020
New Notes 1.375% Aug 2020 +10 $1,169.11 2.200% Jan 2020 36962G7M0
US36962G7M04 $2,000 2020 New Notes 1.375% Aug 2020 +10 $1,032.24
5.500% Jan 2020 36962G4J0 US36962G4J02 $2,000 2020 New Notes 1.375%
Aug 2020 +25 $1,160.34 5.550% May 2020 36962G2T0 US36962G2T02
$1,100 2020 New Notes 1.375% Aug 2020 +45 $1,164.90 4.375% Sept
2020 36962G4R2 US36962G4R28 $2,150 2020 New Notes 1.375% Aug 2020
+50 $1,120.37 4.625% Jan 2021 36962G4Y7 US36962G4Y78 $2,250 2020
New Notes 1.375% Aug 2020 +55 $1,137.30 5.300% Feb 2021 369622SM8
US369622SM84 $2,000 2020 New Notes 1.375% Aug 2020 +75 $1,162.60
4.650% Oct 2021 36962G5J9 US36962G5J92 $3,150 2020 New Notes 1.375%
Aug 2020 +85 $1,139.95 _______________ (1) The 2020
New Notes will mature on November 15, 2020 and will bear interest
at the rate per annum of 2.342%. (2) The reference page for the
bid-side price of the Reference U.S. Treasury Security at the Price
Determination Date will be Bloomberg Reference Page FIT1. (3) Per
$1,000 principal amount of Old Notes accepted for exchange. (4) The
Exchange Consideration for each $1,000 principal amount of Old
Notes tendered after the Early Participation Date and at or prior
to the Expiration Date and accepted for exchange will be New Notes
in a principal amount equal to the applicable Total Exchange
Consideration minus $50.
USD (2022-2024): Market Value Exchange
for 2025 New Notes
Exchange Offer Yield Total Exchange
Consideration(3)(4) Title of Old Notes CUSIP
Number ISIN Principal Amount Outstanding
(millions) New Notes(1) Reference U.S.
Treasury Security(2) Fixed Spread (basis points)
New Notes 3.150% Sept 2022 36962G6F6 US36962G6F61 $2,000
2025 New Notes 2.000% Aug 2025 +35 $1,048.93 3.100% Jan 2023
36962G6S8 US36962G6S82 $2,500 2025 New Notes 2.000% Aug 2025 +40
$1,044.48 3.450% May 2024 36962G7K4 US36962G7K48 $1,000 2025 New
Notes 2.000% Aug 2025 +60 $1,061.32 ________________ (1)
The 2025 New Notes will mature on November 15, 2025 and will
bear interest at the rate per annum of 3.373%. (2) The reference
page for the bid-side price of the Reference U.S. Treasury Security
at the Price Determination Date will be Bloomberg Reference Page
FIT1. (3) Per $1,000 principal amount of Old Notes accepted for
exchange. (4) The Exchange Consideration for each $1,000 principal
amount of Old Notes tendered after the Early Participation Date and
at or prior to the Expiration Date and accepted for exchange will
be New Notes in a principal amount equal to the applicable Total
Exchange Consideration minus $50.
USD (2032-2039): Market Value Exchange
for 2035 New Notes
Exchange Offer Yield Total Exchange
Consideration(3)(4) Title of Old Notes CUSIP
Number ISIN Principal Amount Outstanding
(millions) New Notes(1) Reference U.S.
Treasury Security(2) Fixed Spread (basis points)
New Notes 6.750% Mar 2032 36962GXZ2 US36962GXZ26 $5,000 2035
New Notes 3.000% May 2045 +75 $1,384.58 6.150% Aug 2037 36962G3A0
US36962G3A02 $2,000 2035 New Notes 3.000% May 2045 +105 $1,324.92
5.875% Jan 2038 36962G3P7 US36962G3P70 $6,350 2035 New Notes 3.000%
May 2045 +105 $1,288.48 6.875% Jan 2039 36962G4B7 US36962G4B75
$4,000 2035 New Notes 3.000% May 2045 +115 $1,428.49
________________ (1) The 2035 New Notes will mature on
November 15, 2035 and will bear interest at the rate per annum of
4.418%. (2) The reference page for the bid-side price of the
Reference U.S. Treasury Security at the Price Determination Date
will be Bloomberg Reference Page FIT1. (3) Per $1,000 principal
amount of Old Notes accepted for exchange. (4) The Exchange
Consideration for each $1,000 principal amount of Old Notes
tendered after the Early Participation Date and at or prior to the
Expiration Date and accepted for exchange will be New Notes in a
principal amount equal to the applicable Total Exchange
Consideration minus $50.
The Exchange Offers will expire at 11:59 p.m., New York City
time on October 19, 2015, unless extended by the Issuer (such date
and time as they may be extended by the Issuer, the “Expiration
Date”). The Withdrawal Deadline has expired. Old Notes tendered for
exchange may not be validly withdrawn, unless we determine in the
future in our sole discretion to enable withdrawal rights as
required by law.
Eligible Holders of Old Notes validly tendered and accepted
after the Early Participation Date will not be entitled to the
Total Exchange Consideration, but instead will be entitled to the
Exchange Consideration, which for each $1,000 (or £1,000) principal
amount of Old Notes tendered and accepted will be New Notes in a
principal amount equal to the applicable Total Exchange
Consideration minus $50 (or £50). Accordingly, Eligible Holders
that tender Old Notes in the Market Value Exchange Offers after the
Early Participation Date will receive New Notes in a principal
amount that will be less than the principal amount of the New Notes
that they would have received had they received the Total Exchange
Consideration.
The Total Exchange Consideration for each $1,000 (or £1,000)
principal amount of each series or tranche of fixed-rate Old Notes
tendered in a Market Value Exchange Offer for 2016 New Notes, 2020
New Notes, 2025 New Notes and 2035 New Notes was calculated by the
lead dealer managers at the Price Determination Date and is equal
to:
- the present value on the Settlement
Date (as defined below) of $1,000 (or £1,000) principal amount of
such Old Notes due on the maturity date (or if applicable, the par
call date) of such Old Notes and all scheduled interest payments on
such principal amount of Old Notes to be made from, but excluding,
the Settlement Date up to, and including, such maturity date (or if
applicable, such par call date), discounted to the Settlement Date
in accordance with standard market practice as described by the
formula set forth in the Offer to Exchange, at a discount rate
equal to the applicable Exchange Offer Yield (as defined below),
minus
- the Accrued Interest Amount (as defined
below) per $1,000 (or £1,000) principal amount of such Old
Notes;
such amount being rounded to the nearest cent per $1,000 (or
pence per £1,000) principal amount of such Old Notes.
The “Exchange Offer Yield” is equal to the sum of:
- the yield (the “Reference Yield”), as
calculated by the lead dealer managers in accordance with standard
market practice, that equates to the bid-side price of the
Reference U.S. Treasury Security or the price of the Reference U.K.
Gilt Security, as applicable, specified in “Exchange Offers Summary
Tables” above for such series or tranche of Old Notes appearing at
the Price Determination Date on the Bloomberg Pricing Monitor page
specified in “Exchange Offers Summary Tables” above for such series
or tranche of Old Notes (or any other recognized quotation source
selected by the lead dealer managers in their sole discretion if
such quotation report is not available or manifestly erroneous);
plus
- the fixed spread (the “Fixed Spread”)
specified in “Exchange Offers Summary Tables” above for such series
or tranche of Old Notes.
In the case of any Old Notes tendered in a Market Value Exchange
Offer for 2016 GBP New Notes, the Exchange Offer Yield is expressed
on an annualized basis.
The Total Exchange Consideration for each $1,000 principal
amount of floating-rate Old Notes tendered in a Market Value
Exchange Offer for 2016 New Notes is the principal amount set forth
under “Total Exchange Consideration” in the “Exchange Offers
Summary Tables” above.
In addition to the applicable Total Exchange Consideration or
Exchange Consideration, Eligible Holders whose Old Notes are
accepted for exchange will be paid on the Settlement Date an amount
equal to the accrued and unpaid interest on such Old Notes to, but
excluding, the Settlement Date (the “Accrued Interest Amount”).
The “Settlement Date” for the Exchange Offers is expected to be
five business days following the Expiration Date, must be a
business day both in the City of New York and in London and would
be October 26, 2015 based on the current Expiration Date.
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 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.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20151005006572/en/
GE CapitalInvestors:Matt Cribbins,
203-373-2424matthewg.cribbins@ge.comorMedia:Seth Martin,
203-572-3567seth.martin@ge.com
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