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) (the
“Offeror”) today announced that it 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”).
AUD Fixed RateSecurities
Security ISIN
Aggregate PrincipalAmount
Outstanding
Fixed Spread
ReferenceBenchmark(1)
GE Capital AustraliaFunding Pty. Ltd.
5.250% Notes due August 2017 AU3CB0198240 AUD400,000,000 45 bps
The applicablesemi quarterlycoupon
matchedasset swap rate
4.500% Notes due January 2018 AU3CB0204691 AUD500,000,000 50 bps
6.000% Notes due March 2019 AU300GCAF087 AUD200,000,000 60 bps
AUD Floating
RateSecurities
Security ISIN
Aggregate PrincipalAmount
Outstanding
Fixed Price
GE Capital AustraliaFunding Pty. Ltd.
Floating Rate Notes dueJanuary 2018
AU3FN0017737 AUD250,000,000 101.125%
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 AUD1,000 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, which is expected to occur on or about 10.00
am Sydney time on 6 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 12.00 p.m. Sydney time on 5
May 2016, unless extended by the Offeror (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 Offeror expects 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.
The 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 Offeror’s 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 Offeror has retained Deutsche Bank AG, Sydney Branch
(“Deutsche Bank”), Barclays Bank PLC (“Barclays”) and Royal Bank of
Canada, Sydney Branch (“RBC”) to act as Dealer Managers
(collectively, the “Dealer Managers”) for the Tender Offer.
Deutsche Bank may be contacted at +61 2 8258 1339; Barclays may be
contacted at +44 (0)203 134 8515; and RBC may be contacted at +61 2
9033 3033.
The Offeror has also retained Lucid Issuer Services Limited to
serve as information agent (the “Information Agent”) for the Tender
Offer and BTA Institutional Services Australia Limited to serve as
the Australian tender agent (the “Australian Tender Agent”).
Any requests for additional electronic copies of the Tender
Offer Memorandum should be directed to the Information 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) and any questions concerning tender procedures
relating to the Securities should be directed to the Australian
Tender Agent at Level 2, 1 Bligh Street, Sydney NSW 2000, Australia
(telephone: +61 2 9260 6000). 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
Information Agent at its address set out above .
None of the Offeror, the Dealer Managers, the Australian
Tender Agent 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 Offeror, the
Dealer Managers, the Information Agent and the Australian Tender
Agent to inform themselves about, and to observe, any such
restrictions. We refer to the section “Offer and Distribution
Restrictions” in the Tender Offer Memorandum.
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.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160425005645/en/
Investors:Matt Cribbins,
+1-203-373-2424matthewg.cribbins@ge.comorMedia:Susan Bishop,
+1-203-750-5362Susan.bishop@ge.com
General Electric (NYSE:GE)
Historical Stock Chart
From Feb 2024 to Mar 2024
General Electric (NYSE:GE)
Historical Stock Chart
From Mar 2023 to Mar 2024