- Represents continued action on deleveraging plan to
strengthen balance sheet and achieve <2.5X Net Debt to EBITDA
target
- Including today’s announcement, actions taken to date have
reduced gross debt by approximately $50B since the end of
2018
- Continue to evaluate potential deleveraging actions based on
economics, deleveraging impact, risk mitigation and optimal capital
structure
Early Participation results:
- $352,129,000 outstanding aggregate principal amount of the
Any and All Notes (listed in Table I below tendered for purchase by
GE).
- $2,852,292,000 outstanding aggregate principal amount of the
GE Capital Notes (listed in Table II below) tendered for purchase
by GE.
- $3,912,511,000 outstanding aggregate principal amount of the
GE Company Notes (listed in Table III below tendered for purchase
by GE).
GE is increasing:
- the Capital Notes Maximum Amount from the previously
announced $1,000,000,000 aggregate purchase price of the GE Capital
Notes to $2,725,360,000 aggregate principal amount of the GE
Capital Notes (the “New Capital Notes Maximum Amount”);
and
- the Company Notes Maximum Amount from the previously
announced $1,000,000,000 aggregate purchase price of the GE Company
Notes to $3,912,511,000 aggregate principal amount of the GE
Company Notes (the “New Company Notes Maximum Amount”).
GE will accept for purchase:
- $352,129,000 in aggregate principal amount of the Any and
All Notes (listed in Table I below).
- $2,725,360,000 in aggregate principal amount of the GE
Capital Notes (listed in Table II below).
- $3,912,511,000 in aggregate principal amount of the GE
Company Notes (listed in Table III below).
GE (NYSE:GE) today announced the results as of the Early
Participation Date for its previously announced offers to purchase
for cash:
- any and all of the debt securities listed in Table I below (the
“Any and All Notes” and such offer to purchase, the “Any and All
Tender Offer”), each originally issued either by GE or General
Electric Capital Corporation (“GE Capital”) (and assumed by
GE);
- up to $2,725,360,000 (the “New Capital Notes Maximum Amount”)
aggregate principal amount of the debt securities listed in Table
II below (the “GE Capital Notes” and such offer to purchase, the
“Capital Notes Tender Offer”), each originally issued by GE Capital
(and assumed by GE); and
- up to $3,912,511,000 (the “New Company Notes Maximum Amount”)
aggregate principal amount of the debt securities listed in Table
III below (the “GE Company Notes” and such offer to purchase, the
“Company Notes Tender Offer”), each originally issued by GE.
All other terms and conditions of the tender offers set forth in
the Offer to Purchase, dated May 24, 2021 (as it may be amended or
supplemented from time to time, the “Offer to Purchase”) remain
unchanged.
Table I
Any and All Notes: NO CAP ON
AGGREGATE PRINCIPAL AMOUNT
Title of Security
Security Identifier(s)
Applicable Maturity
Date
Principal Amount
Outstanding
Principal Amount Tendered as
of the Early Participation Date
Percent of Amount Outstanding
Tendered
Principal Amount Accepted as
of the Early Participation Date
4.650% Notes due 2021(1)
CUSIP:
36962G5J9
ISIN:
US36962G5J92
October 17, 2021
$469,000,000
$22,357,000
4.77%
$22,357,000
3.150% Notes due 2022(1)
CUSIP:
36962G6F6
ISIN:
US36962G6F61
September 7, 2022
$676,000,000
$55,361,000
8.19%
$55,361,000
2.700% Notes due 2022(2)
CUSIP:
369604BD4
ISIN:
US369604BD45
October 9, 2022
$954,000,000
$200,622,000
21.03%
$200,622,000
3.100% Notes due 2023(1)
CUSIP:
36962G6S8
ISIN:
US36962G6S82
January 9, 2023
$766,000,000
$73,789,000
9.63%
$73,789,000
Total
$2,865,000,000
$352,129,000
(1) Originally issued by GE Capital.
(2) Originally issued by GE.
Table II
GE CAPITAL NOTES: AGGREGATE
PRINCIPAL AMOUNT OF UP TO $2,725,360,000
Title of Security
Security Identifier(s)
Applicable Maturity
Date
Principal Amount
Outstanding
Acceptance Priority
Level
Principal Amount Tendered as
of the Early Participation Date
Percent of Amount Outstanding
Tendered
Principal Amount Accepted as
of the Early Participation Date
6.150% Notes due 2037
CUSIP:
36962G3A0
ISIN:
US36962G3A02
August 7, 2037
$888,000,000
1
$502,994,000
56.64%
$502,994,000
5.875% Notes due 2038
CUSIP:
36962G3P7
ISIN:
US36962G3P70
January 14, 2038
$2,930,000,000
2
$1,399,515,000
47.77%
$1,399,515,000
6.875% Notes due 2039
CUSIP:
36962G4B7
ISIN:
US36962G4B75
January 10, 2039
$2,021,000,000
3
$949,783,000
47.00%
$822,851,000
Total
$5,839,000,000
$2,725,360,000
Table III
GE COMPANY NOTES: AGGREGATE
PRINCIPAL AMOUNT OF UP TO $3,912,511,000
Title of Security
Security Identifier(s)
Applicable Maturity
Date
Principal Amount
Outstanding
Acceptance Priority
Level
Principal Amount Tendered as
of the Early Participation Date
Percent of Amount Outstanding
Tendered
Principal Amount Accepted as
of the Early Participation Date
4.250% Notes due 2040
CUSIP:
369604BX0
ISIN:
US369604BX09
May 1, 2040
$1,500,000,000
1
$751,507,000
50.10%
$751,507,000
4.125% Notes due 2042
CUSIP:
369604BF9
ISIN:
US369604BF92
October 9, 2042
$856,000,000
2
$377,083,000
44.05%
$377,083,000
4.500% Notes due 2044
CUSIP:
369604BH5
ISIN:
US369604BH58
March 11, 2044
$1,000,000,000
3
$310,545,000
31.05%
$310,545,000
4.350% Notes due 2050
CUSIP:
369604BY8
ISIN:
US369604BY81
May 1, 2050
$3,750,000,000
4
$2,473,376,000
65.96%
$2,473,376,000
Total
$7,106,000,000
$3,912,511,000
The GE Capital Notes and the GE Company Notes are together
referred to as the “Maximum Notes.” The Any and All Notes, the GE
Capital Notes and the GE Company Notes are together referred to as
the “Notes.” The Capital Notes Tender Offer and the Company Notes
Tender Offer are together referred to as the “Maximum Notes Tender
Offers,” and each, a “Maximum Notes Tender Offer.” The Any and All
Tender Offer, the Capital Notes Tender Offer and the Company Notes
Tender Offer are together referred to as the “Tender Offers,” and
each, a “Tender Offer.”
As previously announced, the Early Participation Date for each
Tender Offer was 5:00 p.m., New York City time, on June 7, 2021.
Each Tender Offer is made upon the terms and subject to the
conditions set forth in the Offer to Purchase. Withdrawal rights
for each Tender Offer expired at 5:00 p.m., New York City time, on
June 7, 2021, and have not been extended. The Early Payment Date
for each Tender Offer will be promptly following the Early
Participation Date and is expected to be on June 9, 2021.
Consummation of each Tender Offer is subject to certain conditions
(as described in the Offer to Purchase).
The Expiration Date of each Tender Offer is 11:59 p.m., New York
City time, on June 21, 2021, unless extended or earlier terminated
by GE. However, the aggregate principal amount of GE Capital Notes
validly tendered in the Capital Notes Tender Offer prior to the
Early Participation Date exceeded the New Capital Notes Maximum
Amount and the aggregate principal amount of the GE Company Notes
validly tendered in the Company Notes Tender Offer prior to the
Early Participation Date exceeded the New Company Notes Maximum
Amount. Therefore, GE will not accept any further tenders of the
Maximum Notes.
GE plans to accept all Any and All Notes tendered, all GE
Company Notes tendered, all GE Capital Notes tendered with
Acceptance Priority Levels 1 through 2, and GE Capital Notes
tendered with Acceptance Priority Level 3 using a proration factor
of approximately 86.6% in accordance with the Offer to
Purchase.
As previously announced, the applicable “Reference Yield” and
the resulting “Total Consideration” for each series of Notes
included in the Tender Offers will be determined at 10:00 a.m., New
York City time, today, June 8, 2021. See the Offer to Purchase for
additional information.
Copies of the Offer to Purchase are available from the
Information and Tender Agent as set out below. Capitalized terms
used in this announcement but not defined have the meanings given
to them in the Offer to Purchase. All documentation relating to the
Offer to Purchase, together with any updates will be available via
the Offer Website: www.dfking.com/ge.
GE reserves the right, in its sole discretion, not to accept any
Tender Instructions, not to purchase any Notes or to extend,
re-open, withdraw or terminate any of the Tender Offers and to
amend or waive any of the terms and conditions of any of the Tender
Offers in any manner, subject to applicable laws and
regulations.
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 System 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 contact details
for whom are set out below. Significant delays may be experienced
where notices are delivered to the Clearing System and 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 Offer to Purchase, together with any
updates, will be available via the Offer Website:
www.dfking.com/ge.
Holders are advised to read carefully the Offer to Purchase
for full details of and information on the procedures for
participating in a Tender Offer.
GE has retained BofA Securities, Inc. and J.P. Morgan Securities
LLC to act as the Lead Dealer Managers, and BNP Paribas Securities
Corp., Deutsche Bank Securities Inc., Blaylock Van, LLC and
CastleOak Securities, L.P. to act as Co-Managers, in connection
with the Offers (collectively, the “Dealer Managers”). Questions
regarding terms and conditions of the Offers should be directed to
BofA Securities, Inc. at +1 (704) 999-4067 (collect) or to J.P.
Morgan Securities LLC at +1 (866) 834-4666 (toll free), +1 (212)
834-4045 (collect).
D.F. King & Co., Inc. has been appointed the information and
tender agent with respect to the Offers (the “Information and
Tender Agent”). Questions or requests for assistance in connection
with the Offers for the Notes or for additional copies of the Offer
to Purchase, may be directed to the Information and Tender Agent at
+1 (877) 732-3617 (toll free) or +1 (212) 269-5550 (collect), 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. The Offer to Purchase can
be accessed at 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 Notes
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 Dealer Managers, the Trustee, the Paying Agents,
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
Notes in the Tender Offers.
None of GE, the Dealer Managers, the Trustee, the Paying Agents,
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 Notes, or the Tender Offers contained in this
announcement or in the Offer to Purchase. None of GE, the Dealer
Managers, the Trustee, the Paying Agents, 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
Dealer Managers, the Trustee, the Paying Agents, 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 Notes
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. This
announcement is not an offer to purchase or a solicitation of an
offer to purchase any Notes or any other securities of GE or any of
its subsidiaries. The Tender Offers are being made solely pursuant
to the Offer to Purchase. The Tender Offers are not being made to
Holders of Notes in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction. In any jurisdiction in
which the securities laws or blue sky laws require the Tender
Offers to be made by a licensed broker or dealer, the Tender Offers
will be deemed to be made on behalf of GE by the dealer managers or
one or more registered brokers or dealers that are licensed under
the laws of such jurisdiction.
No action has been or will be 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 us, GE Capital or the Notes in any jurisdiction where action for
that purpose is required. Accordingly, neither this announcement,
the Offer to Purchase nor 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 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.
In any European Economic Area member state (a “Relevant State”),
this communication is only addressed to and is only directed at
qualified investors within the meaning of Regulation (EU) 2017/1129
(as amended or superseded) (the “Prospectus Regulation”) in that
Relevant State.
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 Notes are only available to, and any invitation,
offer or agreement to subscribe, purchase or otherwise acquire such
Notes 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.
Neither this announcement nor the Offer to Purchase, or the
electronic transmission thereof, constitutes an offer to sell or
buy Notes, 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 be made by
the Dealer Managers or such affiliate (as the case may be) on
behalf of GE in such jurisdiction.
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
Notes pursuant to the Tender Offers from a Holder that is unable to
make these representations will not be accepted. Each of GE, the
Dealer Managers, the Information and Tender Agent reserves the
right, in its absolute discretion, to investigate, in relation to
any tender of Notes 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. 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,” “estimate,”
“forecast,” “target,” “preliminary,” or “range.” Forward-looking
statements by their nature address matters that are, to different
degrees, uncertain, such as statements about the expected timing,
size or other terms of each Tender Offer; our ability to complete
each Tender Offer; impacts of the COVID-19 pandemic on our business
operations, financial results and financial position and on the
world economy; our expected financial performance, including cash
flows, revenues, organic growth, margins, earnings and earnings per
share; macroeconomic and market conditions and volatility; planned
and potential business or asset dispositions, including our plan to
combine our GE Capital Aviation Services (“GECAS”) business with
AerCap Holdings N.V. (“AerCap”); our de-leveraging plans, including
leverage ratios and targets, the timing and nature of specific
actions to reduce indebtedness and our credit ratings and outlooks;
GE Capital Global Holdings, LLC (“GE Capital Global Holdings”) and
our funding and liquidity; our businesses’ cost structures and
plans to reduce costs; restructuring, goodwill impairment or other
financial charges; or tax rates.
For us, particular uncertainties that could cause our actual
results to be materially different than those expressed in our
forward-looking statements include, but are not limited to: the
continuing severity, magnitude and duration of the COVID-19
pandemic, including impacts of the pandemic, of businesses’ and
governments’ responses to the pandemic and of individual factors
such as aviation passenger confidence on our operations and
personnel, and on commercial activity and demand across our and our
customers’ businesses, and on global supply chains; the extent to
which the COVID-19 pandemic and related impacts will continue to
adversely impact our business operations, financial performance,
results of operations, financial position, the prices of our
securities and the achievement of our strategic objectives; our
success in executing and completing asset dispositions or other
transactions, including our plan to combine our GECAS business with
AerCap and our plan to exit our equity ownership position in Baker
Hughes, the timing of closing for such transactions, the ability to
secure regulatory approvals and satisfy other closing conditions
(as applicable), and the expected proceeds, consideration and
benefits to GE; changes in macroeconomic and market conditions and
market volatility (including developments and volatility arising
from the COVID-19 pandemic), including interest rates, the value of
securities and other financial assets (including our equity
ownership position in Baker Hughes and the equity ownership
position that we will hold in AerCap after completing our announced
plan to combine GECAS with AerCap), oil, natural gas and other
commodity prices and exchange rates, and the impact of such changes
and volatility on our financial position and businesses; our
de-leveraging and capital allocation plans, including with respect
to actions to reduce our indebtedness, the timing and amount of GE
dividends, organic investments, and other priorities; further
downgrades of our current short- and long-term credit ratings or
ratings outlooks, or changes in rating application or methodology,
and the related impact on our liquidity, funding profile, costs and
competitive position; GE’s liquidity and the amount and timing of
our GE industrial cash flows and earnings, which may be impacted by
customer, supplier, competitive, contractual and other dynamics and
conditions; GE Capital Global Holdings’ capital and liquidity
needs, including in connection with GE Capital Global Holdings’
run-off insurance operations and discontinued operations such as
Bank BPH, the amount and timing of any required capital
contributions and any strategic actions that we may pursue; the
impact of conditions in the financial and credit markets on GE
Capital Global Holdings’ ability to sell financial assets; the
availability and cost of funding; and GE Capital Global Holdings’
exposure to particular counterparties and markets, including
through GE Capital Aviation Services to the aviation sector and
adverse impacts related to COVID-19; global economic trends,
competition and geopolitical risks, including changes in the rates
of investment or economic growth in key markets we serve, or an
escalation of sanctions, tariffs or other trade tensions between
the U.S. and China or other countries, and related impacts on our
businesses’ global supply chains and strategies; market
developments or customer actions that may affect levels of demand
and the financial performance of the major industries and customers
we serve, such as secular, cyclical and competitive pressures in
our Power business, pricing and other pressures in the renewable
energy market, levels of demand for air travel and other dynamics
related to the COVID-19 pandemic, conditions in key geographic
markets and other shifts in the competitive landscape for our
products and services; operational execution by our businesses,
including the operations and execution of our Power and Renewable
Energy businesses, and the performance of our Aviation business;
changes in law, regulation or policy that may affect our
businesses, such as trade policy and tariffs, regulation related to
climate change, and the effects of tax law changes; our decisions
about investments in new products, services and platforms, and our
ability to launch new products in a cost-effective manner; our
ability to increase margins through implementation of operational
changes, restructuring and other cost reduction measures; the
impact of regulation and regulatory, investigative and legal
proceedings and legal compliance risks, including the impact of
Alstom and other investigative and legal proceedings; the impact of
actual or potential failures of our products or third-party
products with which our products are integrated, and related
reputational effects; the impact of potential information
technology, cybersecurity or data security breaches at GE or third
parties; and the other factors that are described in “Risk Factors”
in our Quarterly Report on Form 10-Q for the quarter ended March
31, 2021, filed with the SEC on April 27, 2021, and our Annual
Report on Form 10-K for the year ended December 31, 2020, filed
with the SEC on February 12, 2021, as such descriptions may be
updated or amended in any future reports we file with the SEC.
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) drives the world forward by tackling its biggest
challenges. By combining world-class engineering with software and
analytics, GE helps the world work more efficiently, reliably, and
safely. For more than 125 years, GE has invented the future of
industry, and today it leads new paradigms in additive
manufacturing, materials science, and data analytics. GE people are
global, diverse and dedicated, operating with the highest integrity
and passion to fulfill GE’s mission and deliver for our
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210608005721/en/
GE Investor Contact
Steve Winoker, 617.443.3400 swinoker@ge.com
GE Media Contact
Tara DiJulio, 202.213.6855 Tara.Dijulio@ge.com
Mathilde Milch, 347.267.6821 Mathilde.Milch@ge.com
GE Aerospace (NYSE:GE)
Historical Stock Chart
From Apr 2024 to May 2024
GE Aerospace (NYSE:GE)
Historical Stock Chart
From May 2023 to May 2024