- GE now expects to achieve more than $80 billion in gross debt
reduction between the end of 2018 and the end of 20211
- Builds on GE’s significant momentum improving financial
position and operating performance to drive sustainable, profitable
growth
- On track to achieve deleveraging targets and deliver
high-single-digit free cash flow margins in today’s portfolio of
businesses in 2023
Early Participation Date Results and Accepted Tender
Amounts:
- A total of approximately $33.3 billion in aggregate principal
amount (U.S. dollar equivalent) of the Securities listed in the
tables below were validly tendered and not validly withdrawn at or
prior to the Early Participation Date
- GE accepts for purchase a total of approximately $25.0 billion
in aggregate principal amount (U.S. dollar equivalent) of the
Securities validly tendered and not validly withdrawn at or prior
to the Early Participation Date
GE (NYSE:GE) announces the results as of 5:00 p.m., New York
City time, on November 24, 2021 (the “Early Participation Date”)
for its previously announced offer to purchase for cash, for its
own account and on behalf of the Subsidiary Issuers (as defined
below), upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated November 10, 2021 (as amended hereby,
the “Offer to Purchase”):
- up to $7,000,000,000 (as described below) (the “Pool One
Maximum Amount”) aggregate principal amount of the securities
listed in Table I below (such securities, the “Pool One Securities”
and, such offer to purchase, the “Pool One Tender Offer”);
- up to $7,950,000,000 (as described below) (as increased and
amended from the previously announced $7,500,000,000, the “New Pool
Two Maximum Amount”) aggregate principal amount of the securities
listed in Table II below (such securities, the “Pool Two
Securities” and, such offer to purchase, the “Pool Two Tender
Offer”); and
- up to $10,050,000,000 (as described below) (as increased and
amended from the previously announced $8,500,000,000, 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”)
aggregate principal amount of the securities listed in 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”).
GE amends the Tender Offers to increase the Pool Two Maximum
Amount and the Pool Three Maximum Amount for each applicable Tender
Offer, as described above, and accepts for purchase the aggregate
principal amount of:
- all Pool One Securities with Acceptance Priority Levels 1
through 18, and the Pool One Securities with Acceptance Priority
Level 19 up to the Pool One Maximum Amount, using a proration
factor of approximately 5.73% in accordance with the Pool One
Tender Offer, that were validly tendered and not validly withdrawn
in the Pool One Tender Offer at or prior to the Early Participation
Date;
- all Pool Two Securities with Acceptance Priority Levels 1
through 12, and the Pool Two Securities with Acceptance Priority
Level 13 up to the New Pool Two Maximum Amount, using a proration
factor of approximately 46.12% in accordance with the Pool Two
Tender Offer, that were validly tendered and not validly withdrawn
in the Pool Two Tender Offer at or prior to the Early Participation
Date, and GE is not accepting any Pool Two Securities with
Acceptance Priority Levels 14 through 19; and
- all Pool Three Securities with Acceptance Priority Levels 1
through 14, and the Pool Three Securities with Acceptance Priority
Level 15 up to the New Pool Three Maximum Amount using a proration
factor of approximately 45.99% in accordance with the Pool Three
Tender Offer, that were validly tendered and not validly withdrawn
in the Pool Three Tender Offer at or prior to the Early
Participation Date.
Table I, Table II and Table III below outline for each series of
Securities the principal amount tendered as of the Early
Participation Date as confirmed by the Information and Tender Agent
(as defined below), the principal amount accepted for purchase by
GE and the total aggregate principal amount outstanding, tendered
and accepted for purchase by GE (converting the Securities
denominated in Pounds Sterling (the “Sterling Securities”) and the
Securities denominated in Euros (the “Euro Securities”) into U.S.
dollars using the applicable exchange rates of US$1.3338 per £1.00
and US$1.1204 per €1.00, as reported on the Bloomberg screen page
“FXIP” under the heading “FX Rate vs. USD” at 10:00 a.m., New York
City time, on November 24, 2021).
Table I: Pool One Securities –
Pool One Maximum Amount of $7,000,000,000
Title of Security
Security Identifier(s)
Applicable Maturity
Date
Principal Amount
Outstanding(1)
Acceptance Priority
Level
Principal Amount Tendered as
of the Early Participation Date
Principal Amount Accepted for
Purchase
0.800% Notes due 2022***††
CUSIP: —
ISIN: XS1169353254
January 21, 2022
€252,151,000
1
€32,454,000
€32,454,000
0.375% Notes due 2022**
CUSIP: —
ISIN: XS1612542669
May 17, 2022
€816,383,000
2
€359,341,000
€359,341,000
3.150% Notes due 2022†
CUSIP:
36962G6F6 ISIN: US36962G6F61
September 7, 2022
$620,076,000
3
$87,791,000
$87,791,000
5.980% Notes due 2022***††
CUSIP: —
ISIN: XS0388392259
September 16, 2022
€100,000,000
4
€0
€0
2.700% Notes due 2022
CUSIP:
369604BD4 ISIN: US369604BD45
October 9, 2022
$752,538,000
5
$85,354,000
$85,354,000
3.100% Notes due 2023†
CUSIP:
36962G6S8 ISIN: US36962G6S82
January 9, 2023
$690,982,000
6
$79,990,000
$79,990,000
Floating Rate Notes due March
2023†
CUSIP:
36966THT2 ISIN: US36966THT25
March 15, 2023
$437,642,000
7
$150,713,000
$150,713,000
2.625% Notes due 2023***††
CUSIP: —
ISIN: XS0874840845
March 15, 2023
€543,097,000
8
€111,281,000
€111,281,000
Floating Rate Notes due April
2023†
CUSIP:
36966TJA1 ISIN: US36966TJA16
April 15, 2023
$152,470,000
9
$37,038,000
$37,038,000
1.250% Notes due 2023**
CUSIP: —
ISIN: XS1238901166
May 26, 2023
€766,050,000
10
€384,304,000
€384,304,000
4.125% Notes due 2023***†††
CUSIP: —
ISIN: XS0971723233
September 13, 2023
£550,000,000
11
£219,141,000
£219,141,000
3.375% Notes due 2024*
CUSIP: 369604BG7 ISIN: US369604BG75
March 11, 2024
$437,778,000
12
$305,770,000
$305,770,000
Floating Rate Notes due
2024*†
CUSIP: 36962GL36 ISIN: US36962GL367
May 13, 2024
$157,632,000
13
$63,609,000
$63,609,000
3.450% Notes due 2024†
CUSIP: 36962G7K4 ISIN: US36962G7K48
May 15, 2024
$527,570,000
14
$335,792,000
$335,792,000
3.450% Notes due 2025††††
CUSIP: 36166NAG8 ISIN: US36166NAG88
May 15, 2025
$1,350,000,000
15
$1,052,566,000
$1,052,566,000
0.875% Notes due 2025**
CUSIP: —
ISIN: XS1612542826
May 17, 2025
€2,000,000,000
16
€1,227,178,000
€1,227,178,000
3.373% Notes due
2025****†††††
CUSIPs: 36164NFG5 / 36164PFG0 / 36164Q6M5
ISINs: US36164NFG51 / US36164PFG00 /
US36164Q6M56
November 15, 2025
$1,979,425,000
17
$1,657,486,000
$1,657,486,000
5.550% Notes due 2026†
CUSIP: 36962GT95 ISIN: US36962GT956
January 5, 2026
$494,725,000
18
$459,136,000
$459,136,000
Floating Rate Notes due 2026†
CUSIP: 36962GW75 ISIN: US36962GW752
May 5, 2026
$925,000,000
19
$412,011,000
$23,313,000
Total(1)
$14,276,221,792
$7,388,697,049
$6,999,999,049
Table II: Pool Two Securities
– New Pool Two Maximum Amount of $7,950,000,000
Title of Security
Security Identifier(s)
Applicable Maturity
Date
Principal Amount
Outstanding(1)
Acceptance Priority
Level
Principal Amount Tendered as
of the Early Participation Date
Principal Amount Accepted for
Purchase
4.625% Notes due 2027***††
CUSIP: —
ISIN: XS0288429532
February 22, 2027
€600,000,000
1
€320,200,000
€320,200,000
3.450% Notes due 2027
CUSIP: 369604BV4 ISIN: US369604BV43
May 1, 2027
$1,000,000,000
2
$820,063,000
$820,063,000
4.050% Notes due 2027††††
CUSIP: 36166NAH6 ISIN: US36166NAH61
May 15, 2027
$1,000,000,000
3
$872,004,000
$872,004,000
1.875% Notes due 2027**
CUSIP: —
ISIN: XS1238902057
May 28, 2027
€875,937,000
4
€409,036,000
€409,036,000
7.500% Notes due 2027††††††
CUSIP: 869049AE6 ISIN: US869049AE62
December 1, 2027
$100,000,000
5
$18,893,000
$18,893,000
7.700% Notes due 2028†††††††
CUSIP: 81413PAG0 ISIN: US81413PAG00
June 15, 2028
$200,000,000
6
$56,621,000
$56,621,000
5.250% Notes due 2028*****†
CUSIP: —
ISIN: XS0096298822
December 7, 2028
£315,119,000
7
£217,673,000
£217,673,000
1.500% Notes due 2029**
CUSIP: —
ISIN: XS1612543121
May 17, 2029
€1,465,943,000
8
€496,827,000
€496,827,000
Floating Rate Notes due
2029******††
CUSIP: —
ISIN: XS0223460592
June 29, 2029
€108,000,000
9
€3,589,000
€3,589,000
3.625% Notes due 2030
CUSIP: 369604BW2 ISIN: US369604BW26
May 1, 2030
$1,250,000,000
10
$1,052,345,000
$1,052,345,000
4.400% Notes due 2030††††
CUSIP: 36166NAJ2 ISIN: US36166NAJ28
May 15, 2030
$2,900,00,000
11
$2,796,520,000
$2,796,520,000
5.625% Notes due 2031*†
CUSIP: —
ISIN: XS0154681737
September 16, 2031
£129,058,000
12
£111,494,000
£111,494,000
6.750% Notes due 2032†
CUSIP: 36962GXZ2 ISIN: US36962GXZ26
March 15, 2032
$2,969,071,000
13
$1,123,314,000
$516,808,000
4.550% Notes due 2032††††
CUSIP: 36166NAK9 ISIN: US36166NAK90
May 15, 2032
$750,000,000
14
$726,615,000
$0
3.650% Notes due 2032***††
CUSIP: —
ISIN: XS0816246077
August 23, 2032
€290,000,000
15
€133,823,000
€0
5.875% Notes due 2033***†††
CUSIP: —
ISIN: XS0340495216
January 18, 2033
£650,000,000
16
£491,730,000
£0
7.500% Notes due
2035**††††††††
CUSIP: 36959CAA6 ISIN: US36959CAA62
August 21, 2035
$210,896,000
17
$108,728,000
$0
4.125% Notes due 2035***†
CUSIP: —
ISIN: XS0229567440
September 19, 2035
€750,000,000
18
€341,811,000
€0
Floating Rate Notes due 2036†
CUSIP: 36962GX74 ISIN: US36962GX743
August 15, 2036
$285,787,000
19
$238,611,000
$0
Total(1)
$16,707,468,834.60
$10,819,228,853
$7,949,999,045
Table III: Pool Three
Securities – New Pool Three Maximum Amount of
$10,050,000,000
Title of Security
Security Identifier(s)
Applicable Maturity
Date
Principal Amount
Outstanding(1)
Acceptance Priority
Level
Principal Amount Tendered as
of the Early Participation Date
Principal Amount Accepted for
Purchase
2.125% Notes due 2037**†
CUSIP: —
ISIN: XS1612543394
May 17, 2037
€1,007,514,000
1
€447,284,000
€447,284,000
6.150% Notes due 2037†
CUSIP:
36962G3A0 ISIN: US36962G3A02
August 7, 2037
$385,211,000
2
$126,865,000
$126,865,000
4.875% Notes due 2037***†
CUSIP: —
ISIN: XS0229561831
September 18, 2037
£512,623,000
3
£280,986,000
£280,986,000
5.875% Notes due 2038†
CUSIP:
36962G3P7 ISIN: US36962G3P70
January 14, 2038
$1,530,219,000
4
$676,771,000
$676,771,000
6.025% Notes due 2038***††
CUSIP: —
ISIN: XS0350890470
March 1, 2038
€650,000,000
5
€165,303,000
€165,303,000
Floating Rate Notes due
2038***†††
CUSIP: —
ISIN: XS0357179273
March 5, 2038
£23,100,000
6
£23,100,000
£23,100,000
6.250% Notes due 2038***†††
CUSIP: —
ISIN: XS0361336356
May 5, 2038
£267,204,000
7
£203,594,000
£203,594,000
6.875% Notes due 2039†
CUSIP:
36962G4B7 ISIN: US36962G4B75
January 10, 2039
$1,197,804,000
8
$465,579,000
$465,579,000
8.000% Notes due 2039***†††
CUSIP: —
ISIN: XS0408304995
January 14, 2039
£650,000,000
9
£546,206,000
£546,206,000
4.250% Notes due 2040
CUSIP:
369604BX0 ISIN: US369604BX09
May 1, 2040
$748,493,000
10
$618,937,000
$618,937,000
5.375% Notes due 2040*****†
CUSIP: —
ISIN: XS0182703743
December 18, 2040
£350,086,000
11
£280,498,000
£280,498,000
4.125% Notes due 2042
CUSIP:
369604BF9 ISIN: US369604BF92
October 9, 2042
$478.687,000
12
$229,083,000
$229,083,000
4.500% Notes due 2044
CUSIP:
369604BH5 ISIN: US369604BH58
March 11, 2044
$689,918,000
13
$157,105,000
$157,105,000
4.350% Notes due 2050
CUSIP:
369604BY8 ISIN: US369604BY81
May 1, 2050
$1,276,624,000
14
$807,758,000
$807,758,000
4.418% Notes due
2035****†††††
CUSIPs: 36164NFH3 / 36164PFH8 / 36164QNA2
ISINs: US36164NFH35 / US36164PFH82 /
US36164QNA21
November 15, 2035
$11,464,668,000
15
$9,590,443,000
$4,501,750,000
Total(1)
$22,033,561,425
$15,138,684,854
$10,049,991,854
*
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 total aggregate principal
amount outstanding and the total aggregate principal amount
tendered as of the Early Participation Date for each table is
calculated by converting each Sterling Securities and each Euro
Securities into U.S. dollars using the applicable exchange rates of
US$1.3338 per £1.00 and US$1.1204 per €1.00, as reported on the
Bloomberg screen page “FXIP” under the heading “FX Rate vs. USD” at
10:00 a.m., New York City time, on November 24, 2021.
As previously announced, the applicable “Reference Yield” and
the resulting “Total Consideration” payable for each series of
Fixed Spread Securities (as defined in the Offer to Purchase) per
$1,000, £1,000 or €1,000 principal amount of such series of Fixed
Spread Securities included in the Tender Offers will be determined
at 10:00 a.m., New York City time, on November 29, 2021 (the
“Pricing Determination Date”). See the Offer to Purchase for
additional information.
In order to calculate the New Maximum Amounts in U.S. dollars,
the aggregate principal amount of the Sterling Securities and the
Euro Securities validly tendered and not validly withdrawn must be
converted into U.S. dollars. The Tender Offers are amended hereby
to use the applicable exchange rates at 10:00 a.m., New York City
time, on November 24, 2021 (as opposed to the Pricing Determination
Date (as defined above)), as reported on the Bloomberg screen page
“FXIP” under the heading “FX Rate vs. USD” solely for purposes of
determining the U.S. dollar equivalent aggregate principal amount
of the Sterling Securities and the Euro Securities validly tendered
and not validly withdrawn. All other terms and conditions of the
tender offers set forth in the Offer to Purchase remain
unchanged.
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 +1 (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.
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 (including as successor of General Electric Capital
Corporation and General Electric Capital Services, Inc.), 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”), 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.
1 Including approximately $49 billion in gross debt reduction
noted at the end of the third quarter plus today’s announcement,
approximately $1 billion in fourth-quarter maturities, and further
reduction expected from discontinuation of off-book factoring and
GE’s year-end pension revaluation. Pension estimate based on
performance through November 17, 2021.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211126005429/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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