GE (NYSE:GE) today announced the pricing for its previously
announced offers to purchase for cash, for its own account
(including as successor of General Electric Capital Corporation and
General Electric Capital Services, Inc.) and on behalf of GE
Capital International Funding Company Unlimited Company (formerly
GE Capital International Funding Company), GE Capital European
Funding Unlimited Company (formerly GE Capital European Funding),
GE Capital UK Funding Unlimited Company (formerly GE Capital UK
Funding), GE Capital Funding, LLC, and Security Capital Group
Incorporated (for its own account and as successor of SUSA
Partnership, L.P.) (collectively, the “Subsidiary Issuers”), upon
the terms and subject to the conditions set forth in the Offer to
Purchase, dated November 10, 2021 (as amended hereby, and as it may
be further amended or supplemented from time to time, the “Offer to
Purchase”):
- up to $7,000,000,000 (the “Pool One Maximum Amount”) aggregate
principal amount (U.S. dollar equivalent) of the securities listed
on Table I below (such securities, the “Pool One Securities” and,
such offer to purchase, the “Pool One Tender Offer”), issued by GE
or an affiliate (and assumed or guaranteed by GE);
- up to $7,950,000,000 (as previously amended, the “New Pool Two
Maximum Amount”) aggregate principal amount (U.S. dollar
equivalent) of the securities listed on Table II below (such
securities, the “Pool Two Securities” and, such offer to purchase,
the “Pool Two Tender Offer”), issued by GE or an affiliate (and
assumed or guaranteed by GE); and
- up to $10,050,000,000 (as previously amended, the “New Pool
Three Maximum Amount” and together with the Pool One Maximum Amount
and the New Pool Two Maximum Amount, the “New Maximum Amounts” and
each, a “Maximum Amount”) aggregate principal amount (U.S. dollar
equivalent) of the securities listed on Table III below (such
securities, the “Pool Three Securities” and, together with the Pool
One Securities and the Pool Two Securities, the “Securities” and,
such offer to purchase, the “Pool Three Tender Offer” and, together
with the Pool One Tender Offer and the Pool Two Tender Offer, the
“Tender Offers” and each, a “Tender Offer”), issued by GE or an
affiliate (and assumed or guaranteed by GE).
Table I, Table II and Table III below outline the applicable
“Reference Yield” and the applicable “Total Consideration” for each
series of Securities, as determined in the manner described in the
Offer to Purchase.
The “Total Consideration” for each series of Fixed Spread
Securities (as defined in the Offer to Purchase) was calculated by
reference to the applicable “Reference Yield,” which means, (i) for
each series of Fixed Spread Dollar Securities and Fixed Spread
Sterling Securities (each, as defined in the Offer to Purchase), a
yield to the applicable maturity date of such series of Securities
equal to the sum (such sum being annualized in the case of the
Fixed Spread Sterling Securities) of (a) the Reference Yield of the
applicable Reference Security outlined in the applicable table
below, determined at 10:00 a.m., New York City time, on November
29, 2021 (the “Reference Yield Determination Date”), plus (b) the
applicable Fixed Spread (as set forth on the applicable table
below), minus accrued and unpaid interest on such Securities from,
and including, the most recent interest payment date prior to the
Early Payment Date (as defined below) up to, but not including, the
Early Payment Date, and (ii) for each series of Fixed Spread Euro
Securities (as defined in the Offer to Purchase), a yield to the
applicable maturity date of such series of Securities equal to the
sum of (a) the Reference Yield (corresponding to the applicable
Interpolated Rate for such series listed in the applicable table
below) determined at the Reference Yield Determination Date plus
(b) the applicable Fixed Spread, minus accrued and unpaid interest
on such Securities from, and including, the most recent interest
payment date prior to the Early Payment Date up to, but not
including, the Early Payment Date.
The “Total Consideration” for each series of Fixed Price
Securities (as defined in the Offer to Purchase) is a price per
$1,000, £1,000 or €1,000 principal amount of such series of Fixed
Price Securities listed in Table I, Table II or Table III, as
applicable.
Holders who validly tendered and did not validly withdraw such
Securities at or prior to 5:00 p.m., New York City time, on
November 24, 2021 (the “Early Participation Date”) that were
accepted for purchase will receive the applicable “Total
Consideration” listed in Table I, Table II or Table III below, as
applicable, for their Securities, which includes an early
participation amount of $50.00 per $1,000 principal amount of the
Securities denominated in U.S. dollars, £50.00 per £1,000 principal
amount of the Securities denominated in Pounds Sterling, or €50.00
per €1,000 principal amount of the Securities denominated in Euros,
as applicable, that were accepted for purchase (the “Early
Participation Amount”). In addition, holders whose Securities were
accepted for purchase pursuant to a Tender Offer will also receive
accrued and unpaid interest on the Securities from, and including,
the most recent interest payment date prior to the applicable
Payment Date up to, but not including, the applicable Payment Date
(“Accrued Interest”). See the Offer to Purchase for additional
information.
Table I: Pool One Securities –
Pool One Maximum Amount of $7,000,000,000
Fixed Spread
Securities
All Securities
Title of Security
Security Identifier(s)
Applicable Maturity
Date
Principal Amount
Outstanding
Acceptance Priority
Level
Reference Treasury Security /
Interpolated Rate
Bloomberg Reference
Page/Screen
Fixed Spread (basis
points)
Reference Yield
Total Consideration(1)
0.800% Notes due 2022***††
CUSIP: —
ISIN: XS1169353254
January 21, 2022
€252,151,000
1
N/A
N/A
N/A
N/A
€1,003.00
0.375% Notes due 2022**
CUSIP: —
ISIN: XS1612542669
May 17, 2022
€816,383,000
2
N/A
N/A
N/A
N/A
€1,003.75
3.150% Notes due 2022†
CUSIP:
36962G6F6 ISIN: US36962G6F61
September 7, 2022
$620,076,000
3
0.125% U.S.T. due August 31,
2022
FIT3
22
0.167%
$1,021.13
5.980% Notes due 2022***††
CUSIP: —
ISIN: XS0388392259
September 16, 2022
€100,000,000
4
N/A
N/A
N/A
N/A
€1,051.25
2.700% Notes due 2022
CUSIP:
369604BD4 ISIN: US369604BD45
October 9, 2022
$752,538,000
5
0.125% U.S.T. due September 30,
2022
FIT3
20
0.172%
$1,019.86
3.100% Notes due 2023†
CUSIP:
36962G6S8 ISIN: US36962G6S82
January 9, 2023
$690,982,000
6
0.125% U.S.T. due December 31,
2022
FIT4
30
0.251%
$1,028.05
Floating Rate Notes due March
2023†
CUSIP:
36966THT2
ISIN:
US36966THT25
March 15, 2023
$437,642,000
7
N/A
N/A
N/A
N/A
$1,011.25
2.625% Notes due 2023***††
CUSIP: —
ISIN: XS0874840845
March 15, 2023
€543,097,000
8
March 2023 Interpolated Rate
ICAE1
(5)
-0.463%
€1,040.57
Floating Rate Notes due April
2023†
CUSIP:
36966TJA1
ISIN:
US36966TJA16
April 15, 2023
$152,470,000
9
N/A
N/A
N/A
N/A
$1,010.00
1.250% Notes due 2023**
CUSIP: —
ISIN: XS1238901166
May 26, 2023
€766,050,000
10
May 2023 Interpolated Rate
ICAE1
5
-0.438%
€1,024.40
4.125% Notes due 2023***†††
CUSIP: —
ISIN: XS0971723233
September 13, 2023
£550,000,000
11
UKT 2.250% due 7-Sep-23
FIT GLT0-10
44
0.473%
£1,056.50
3.375% Notes due 2024*
CUSIP: 369604BG7 ISIN: US369604BG75
March 11, 2024
$437,778,000
12
0.750% U.S.T. due November 15
2024
FIT1
0
0.849%
$1,056.86
Floating Rate Notes due
2024*†
CUSIP: 36962GL36 ISIN: US36962GL367
May 13, 2024
$157,632,000
13
N/A
N/A
N/A
N/A
$1,000.00
3.450% Notes due 2024†
CUSIP: 36962G7K4 ISIN: US36962G7K48
May 15, 2024
$527,570,000
14
0.750% U.S.T. due November 15
2024
FIT1
0
0.849%
$1,063.07
3.450% Notes due 2025††††
CUSIP: 36166NAG8 ISIN: US36166NAG88
May 15, 2025
$1,350,000,000
15
1.125% U.S.T. due October 31,
2026
FIT1
22
1.219%
$1,067.55
0.875% Notes due 2025**
CUSIP: —
ISIN: XS1612542826
May 17, 2025
€2,000,000,000
16
May 2025 Interpolated Rate
ICAE1
9
-0.218%
€1,034.78
3.373% Notes due
2025****†††††
CUSIPs: 36164NFG5 36164PFG0 36164Q6M5 ISINs: US36164NFG51 US36164PFG00 US36164Q6M56
November 15, 2025
$1,979,425,000
17
1.125% U.S.T. due October 31,
2026
FIT1
2
1.219%
$1,082.12
5.550% Notes due 2026†
CUSIP: 36962GT95 ISIN: US36962GT956
January 5, 2026
$494,725,000
18
1.125% U.S.T. due October 31,
2026
FIT1
10
1.219%
$1,168.09
Floating Rate Notes due 2026†
CUSIP: 36962GW75 ISIN: US36962GW752
May 5, 2026
$925,000,000
19
N/A
N/A
N/A
N/A
$998.75
Table II: Pool Two Securities
– New Pool Two Maximum Amount of $7,950,000,000
Fixed Spread
Securities
All Securities
Title of Security
Security Identifier(s)
Applicable Maturity
Date
Principal Amount
Outstanding
Acceptance Priority
Level
Reference Treasury Security /
Interpolated Rate
Bloomberg Reference
Page/Screen
Fixed Spread (basis
points)
Reference Yield
Total Consideration(1)
4.625% Notes due 2027***††
CUSIP: —
ISIN: XS0288429532
February 22, 2027
€600,000,000
1
February 2027 Interpolated
Rate
ICAE1
19
-0.102%
€1,236.51
3.450% Notes due 2027
CUSIP: 369604BV4 ISIN: US369604BV43
May 1, 2027
$1,000,000,000
2
1.125% U.S.T. due October 31,
2026
FIT1
49
1.219%
$1,089.70
4.050% Notes due 2027††††
CUSIP: 36166NAH6 ISIN: US36166NAH61
May 15, 2027
$1,000,000,000
3
1.125% U.S.T. due October 31,
2026
FIT1
54
1.219%
$1,118.67
1.875% Notes due 2027**
CUSIP: —
ISIN: XS1238902057
May 28, 2027
€875,937,000
4
May 2027 Interpolated Rate
ICAE1
22
-0.086%
€1,095.12
7.500% Notes due 2027††††††
CUSIP: 869049AE6 ISIN: US869049AE62
December 1, 2027
$100,000,000
5
1.125% U.S.T. due October 31,
2026
FIT1
50
1.219%
$1,328.23
7.700% Notes due 2028†††††††
CUSIP: 81413PAG0 ISIN: US81413PAG00
June 15, 2028
$200,000,000
6
1.375% U.S.T. due November 15,
2031
FIT1
20
1.560%
$1,365.37
5.250% Notes due 2028*****†
CUSIP: —
ISIN: XS0096298822
December 7, 2028
£315,119,000
7
UKT 6.000% due 7-Dec-28
FIT GLT0-10
79
0.691%
£1,249.01
1.500% Notes due 2029**
CUSIP: —
ISIN: XS1612543121
May 17, 2029
€1,465,943,000
8
May 2029 Interpolated Rate
ICAE1
42
0.028%
€1,076.98
Floating Rate Notes due
2029******††
CUSIP: —
ISIN: XS0223460592
June 29, 2029
€108,000,000
9
N/A
N/A
N/A
N/A
€977.50
3.625% Notes due 2030
CUSIP: 369604BW2 ISIN: US369604BW26
May 1, 2030
$1,250,000,000
10
1.375% U.S.T. due November 15,
2031
FIT1
36
1.560%
$1,131.91
4.400% Notes due 2030††††
CUSIP: 36166NAJ2 ISIN: US36166NAJ28
May 15, 2030
$2,900,00,000
11
1.375% U.S.T. due November 15,
2031
FIT1
41
1.560%
$1,188.41
5.625% Notes due 2031*†
CUSIP: —
ISIN: XS0154681737
September 16, 2031
£129,058,000
12
UKT 0.250% due 31-Jul-31
FIT GLT0-10
105
0.895%
£1,324.16
6.750% Notes due 2032†
CUSIP: 36962GXZ2 ISIN: US36962GXZ26
March 15, 2032
$2,969,071,000
13
1.375% U.S.T. due November 15,
2031
FIT1
73
1.560%
$1,406.72
4.550% Notes due 2032††††
CUSIP: 36166NAK9 ISIN: US36166NAK90
May 15, 2032
$750,000,000
14
1.375% U.S.T. due November 15,
2031
FIT1
60
1.560%
$1,222.60
3.650% Notes due 2032***††
CUSIP: —
ISIN: XS0816246077
August 23, 2032
€290,000,000
15
August 2032 Interpolated Rate
ICAE1
75
0.212%
€1,272.66
5.875% Notes due 2033***†††
CUSIP: —
ISIN: XS0340495216
January 18, 2033
£650,000,000
16
UKT 0.875% 31-Jul-33
FIT GLT10-50
98
0.947%
£1,390.96
7.500% Notes due
2035**††††††††
CUSIP: 36959CAA6 ISIN: US36959CAA62
August 21, 2035
$210,896,000
17
1.375% U.S.T. due November 15,
2031
FIT1
85
1.560%
$1,591.66
4.125% Notes due 2035***†
CUSIP: —
ISIN: XS0229567440
September 19, 2035
€750,000,000
18
September 2035 Interpolated
Rate
ICAE1
73
0.331%
€1,391.37
Floating Rate Notes due 2036†
CUSIP: 36962GX74 ISIN: US36962GX743
August 15, 2036
$285,787,000
19
N/A
N/A
N/A
N/A
$925.00
Table III: Pool Three
Securities – New Pool Three Maximum Amount of
$10,050,000,000
Fixed Spread
Securities
All Securities
Title of Security
Security Identifier(s)
Applicable Maturity
Date
Principal Amount
Outstanding
Acceptance Priority
Level
Reference Treasury Security /
Interpolated Rate
Bloomberg Reference
Page/Screen
Fixed Spread (basis
points)
Reference Yield
Total Consideration(1)
2.125% Notes due 2037**†
CUSIP:
—
ISIN:
XS1612543394
May 17, 2037
€1,007,514,000
1
May 2037 Interpolated Rate
ICAE1
77
0.371%
€1,138.69
6.150% Notes due 2037†
CUSIP: 36962G3A0
ISIN: US36962G3A02
August 7, 2037
$385,211,000
2
1.750% U.S.T. due August 15,
2041
FIT1
70
1.977%
$1,442.37
4.875% Notes due 2037***†
CUSIP:
—
ISIN:
XS0229561831
September 18, 2037
£512,623,000
3
UKT 1.750% 7-Sep-37
FIT GLT10-50
150
1.079%
£1,292.23
5.875% Notes due 2038†
CUSIP:
36962G3P7
ISIN:
US36962G3P70
January 14, 2038
$1,530,219,000
4
1.750% U.S.T. due August 15,
2041
FIT1
71
1.977%
$1,414.81
6.025% Notes due 2038***††
CUSIP:
—
ISIN:
XS0350890470
March 1, 2038
€650,000,000
5
March 2038 Interpolated Rate
ICAE1
76
0.384%
€1,719.86
Floating Rate Notes due
2038***†††
CUSIP:
—
ISIN:
XS0357179273
March 5, 2038
£23,100,000
6
N/A
N/A
N/A
N/A
£1,027.50
6.250% Notes due 2038***†††
CUSIP:
—
ISIN:
XS0361336356
May 5, 2038
£267,204,000
7
UKT 4.750% 7-Dec-38
FIT GLT10-50
106
1.034%
£1,570.42
6.875% Notes due 2039†
CUSIP:
36962G4B7
ISIN:
US36962G4B75
January 10, 2039
$1,197,804,000
8
1.750% U.S.T. due August 15,
2041
FIT1
76
1.977%
$1,562.25
8.000% Notes due 2039***†††
CUSIP:
—
ISIN:
XS0408304995
January 14, 2039
£650,000,000
9
UKT 4.250% 7-Sep-39
FIT GLT10-50
109
1.054%
£1,829.29
4.250% Notes due 2040
CUSIP:
369604BX0
ISIN:
US369604BX09
May 1, 2040
$748,493,000
10
1.750% U.S.T. due August 15,
2041
FIT1
65
1.977%
$1,235.75
5.375% Notes due 2040*****†
CUSIP:
—
ISIN:
XS0182703743
December 18, 2040
£350,086,000
11
UKT 4.250% 7-Dec-40
FIT GLT10-50
111
1.074%
£1,490.48
4.125% Notes due 2042
CUSIP:
369604BF9
ISIN:
US369604BF92
October 9, 2042
$478,687,000
12
1.750% U.S.T. due August 15,
2041
FIT1
75
1.977%
$1,221.22
4.500% Notes due 2044
CUSIP:
369604BH5
ISIN:
US369604BH58
March 11, 2044
$689,918,000
13
1.750% U.S.T. due August 15,
2041
FIT1
75
1.977%
$1,294.52
4.350% Notes due 2050
CUSIP:
369604BY8
ISIN:
US369604BY81
May 1, 2050
$1,276,624,000
14
2.000% U.S.T. due August 15,
2051
FIT1
75
1.906%
$1,336.44
4.418% Notes due
2035****†††††
CUSIPs: 36164NFH3 36164PFH8 36164QNA2 ISINs: US36164NFH35 US36164PFH82 US36164QNA21
November 15, 2035
$11,464,668,000
15
1.375% U.S.T. due November 15,
2031
FIT1
75
1.560%
$1,250.24
*
Admitted to trading on the
Regulated Market of the Luxembourg Stock Exchange.
**
Listed on the New York Stock
Exchange.
***
Admitted to trading on the
Regulated Market of the London Stock Exchange.
****
Admitted to trading on the
Regulated Market of Euronext Dublin.
*****
Admitted to trading on the
Regulated Market of the London Stock Exchange and the Luxembourg
Stock Exchange.
******
Admitted to trading on the
Regulated Market of the Luxembourg Stock Exchange and Euronext
Dublin.
†
Originally issued by General
Electric Capital Corporation.
††
Issued by GE Capital European
Funding Company Unlimited Company (formerly known as GE Capital
European Funding).
†††
Issued by GE Capital UK Funding
Company Unlimited Company (formerly known as GE Capital UK
Funding).
††††
Issued by GE Capital Funding,
LLC.
†††††
Issued by GE Capital
International Funding Company Unlimited Company (formerly known as
GE Capital International Funding Company).
††††††
Issued by Security Capital Group
Incorporated (as successor to SUSA Partnership, L.P.).
†††††††
Issued by Security Capital Group
Incorporated.
††††††††
Originally issued by General
Electric Capital Services, Inc.
(1)
The applicable Total
Consideration payable for each series of Fixed Spread Securities
will be at a price per $1,000, £1,000 or €1,000 principal amount of
such series of Fixed Spread Securities validly tendered on or prior
to the Early Participation Date and accepted for purchase by us,
which is calculated using the applicable Fixed Spread, and when
calculated in such a manner already includes the applicable Early
Participation Amount. The applicable Total Consideration
payable for each series of Fixed Price Securities will be at a
fixed price per $1,000, £1,000 or €1,000 principal amount of such
series of Fixed Price Securities validly tendered on or prior to
the Early Participation Date and accepted for purchase by us, as
set forth above. In addition, holders whose Securities were
accepted for purchase will also receive any Accrued Interest on
such Securities.
Withdrawal rights for each Tender Offer expired at 5:00 p.m.,
New York City time, on November 24, 2021, and have not been
extended. The “Early Payment Date” for each Tender Offer is
December 1, 2021 and the “Expiration Date” is 11:59 p.m., New York
City time, on December 9, 2021, unless extended or earlier
terminated by GE. Consummation of each Tender Offer is subject to
certain conditions (as described in the Offer to Purchase). Given
that the aggregate principal amount of the Securities validly
tendered in each Tender Offer prior to the Early Participation Date
exceeds the applicable Maximum Amount, GE will not accept any
further tenders of such Securities.
GE has retained BofA Securities, Merrill Lynch International and
J.P. Morgan Securities LLC to act as the Global Coordinators and
the Lead Dealer Managers, Deutsche Bank Securities Inc., Deutsche
Bank AG, London Branch and Morgan Stanley & Co. LLC to act as
the Lead Dealer Managers, BNP Paribas Securities Corp., HSBC
Securities (USA) Inc., Mizuho Securities USA LLC and SMBC Nikko
Securities America, Inc. to act as the Senior Co-Dealer Managers
and Academy Securities, Inc., R. Seelaus & Co., LLC, Samuel A.
Ramirez & Company, Inc. and Siebert Williams Shank & Co.,
LLC to act as the Co-Dealer Managers, in connection with the Tender
Offers (collectively, the “Dealer Managers”). Questions regarding
terms and conditions of the Tender Offers should be directed to
BofA Securities at +1 (888) 292-0070 (toll free), +1 (980) 287-6959
(collect) or (980) 388-0539, to Merrill Lynch International at +44
20 7996 5420 (collect), to J.P. Morgan Securities LLC at +1 (866)
834-4666 (toll free), +1 (212) 834-4045 (collect), +44 20 7134 2468
(UK), to Deutsche Bank Securities Inc. at +1 (866) 627-0391 (toll
free), +1 (212) 250-2955 (collect), to Deutsche Bank AG, London
Branch at +44 20 7545 8011 or to Morgan Stanley & Co. LLC at +1
(800) 624-1808 (toll free), +1 (212) 761-1057 (collect).
D.F. King has been appointed the information agent and the
tender agent with respect to the Tender Offers (the “Information
and Tender Agent”). The Offer to Purchase can be accessed at the
Tender Offers website: http://www.dfking.com/ge. Questions or
requests for assistance in connection with the Tender Offers for
the Securities or for additional copies of the Offer to Purchase
may be directed to the Information and Tender Agent at +1 (800)
755-7250 (toll free), +1 (212) 269-5550 (collect), +44 20 7920 9700
(London) 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.
GE reserves the right, in its sole discretion, not to
purchase any Securities or to extend, re-open, withdraw or
terminate any Tender Offer and to amend or waive any of the terms
and conditions of any Tender Offer in any manner, subject to
applicable laws and regulations.
Holders are advised to read carefully the Offer to Purchase
for full details of and information on the procedures for
participating in any Tender Offer.
Holders are advised to check with any custodian or nominee, or
other intermediary through which they hold Securities, whether such
entity would require the receipt of instructions to participate in,
or notice of a revocation of their instruction to participate in,
any Tender Offer before the deadlines specified in the Offer to
Purchase. The deadlines set by any custodian or nominee, or by the
relevant Clearing System, for the submission and revocation of
valid electronic tender and blocking instructions, in the form
required by the relevant Clearing System, may be earlier than the
relevant deadlines specified above.
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 Systems 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 corresponding contact details for whom are set
out above. Significant delays may be experienced where notices are
delivered to the Clearing Systems 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 Tender Offers, together with any updates, will be
available via 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
Securities 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 Subsidiary Issuers, the Dealer Managers,
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
Securities in the Tender Offers.
None of GE, the Subsidiary Issuers, the Dealer Managers, 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 Securities or the Tender Offers contained in
this announcement or in the Offer to Purchase. None of GE, the
Subsidiary Issuers, the Dealer Managers, 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 Subsidiary
Issuers, the Dealer Managers, 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 the Securities 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. The Tender
Offers were made solely pursuant to the Offer to Purchase. Neither
this announcement nor the Offer to Purchase, or the electronic
transmission thereof, constitutes an offer to sell or buy
Securities, 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 have been
made by the Dealer Managers or such affiliate (as the case may be)
on behalf of GE in such jurisdiction.
No action has been 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 GE,
any subsidiary of GE or the Securities in any jurisdiction where
action for that purpose is required. Accordingly, none of this
announcement, the Offer to Purchase or 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 Subsidiary Issuers, 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.
This announcement does not constitute an offer of securities to
the public in any Member State of the European Economic Area (a
“Relevant State”). In any Relevant State, this communication is
only addressed to and is only directed at qualified investors
within the meaning of Article 2(e) of the Regulation (EU) 2017/1129
(as amended or superseded) (the “Prospectus Regulation”) in that
Relevant State. This announcement and information contained herein
must not be acted on or relied upon by persons who are not
qualified investors within the meaning of Article 2(e) of the
Prospectus Regulation.
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 Securities are only available to, and any
invitation, offer or agreement to subscribe, purchase or otherwise
acquire such Securities 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.
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
Securities pursuant to the Tender Offers from a Holder that is
unable to make these representations will not be accepted. Each of
GE, the Subsidiary Issuers, the Dealer Managers, the Information
and Tender Agent reserves the right, in its absolute discretion, to
investigate, in relation to any tender of Securities 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. These
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, and are subject to risks, uncertainties and
assumptions. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those indicated or
anticipated by such forward-looking statements. The inclusion of
such statements should not be regarded as a representation that
such plans, estimates or expectations will be achieved. Important
factors that could cause actual results to differ materially from
such plans, estimates or expectations include, among others, (1)
the ability to effect the spin-off transactions and to meet the
conditions related thereto, (2) potential uncertainty during the
pendency of the spin-off transactions that could affect GE’s
financial performance, (3) the possibility that the spin-off
transactions will not be completed within the anticipated time
period or at all, (4) the possibility that the spin-off
transactions will not achieve their intended benefits, (5) the
possibility of disruption, including changes to existing business
relationships, disputes, litigation or unanticipated costs in
connection with the spin-off transactions, (6) uncertainty of the
expected financial performance of GE or the separated companies
following completion of the spin-off transactions, (7) negative
effects of the announcement or pendency of the spin-off
transactions on the market price of GE’s securities and/or on the
financial performance of GE, (8) evolving legal, regulatory and tax
regimes, (9) changes in general economic and/or industry specific
conditions, (10) actions by third parties, including government
agencies, and (11) other risk factors as detailed from time to time
in GE’s reports filed with the U.S. Securities and Exchange
Commission (the “SEC”), including GE’s Annual Report on Form 10-K
for the year ended December 31, 2020, GE’s Quarterly Reports on
Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and
September 30, 2021, GE’s current reports on Form 8-K and other
documents filed by GE with the SEC. The foregoing list of important
factors is not exclusive.
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) rises to the challenge of building a world that
works. For more than 125 years, GE has invented the future of
industry, and today the company’s dedicated team, leading
technology, and global reach and capabilities help the world work
more efficiently, reliably, and safely. GE’s people are diverse and
dedicated, operating with the highest level of integrity and focus
to fulfill GE’s mission and deliver for its 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. The contents of these websites are not
incorporated by reference into this press release or any report or
document GE files with the SEC, and any references to the websites
are intended to be inactive textual references only.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211129005716/en/
GE Investor Contact Steve Winoker, 617.443.3400
swinoker@ge.com
GE Media Contact Mary Kate Mullaney, 202.304.6514
Marykate.nevin@ge.com
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