GE Announces Debt Tender Offers

GE Announces Tender Offers to Purchase up to $5,000,000,000 of its Existing Debt, including for Certain of its Outstanding U.S. Dollar-Denominated Debt Securities (Listed in Table I Below) in an Aggregate Purchase Price of up to $2,500,000,000 and for Certain of its Outstanding Euro-Denominated Debt Securities (Listed in Table II Below) in an Aggregate Purchase Price (U.S. Dollar Equivalent) of up to $2,500,000,000

  • Represents next step in stated strategy to strengthen balance sheet and achieve GE Industrial leverage target of <2.5X Net Debt / EBITDA
  • Continue to evaluate potential deleveraging actions including but not limited to pension funding and intercompany loan repayment from GE to GE Capital and its related third-party debt
  • All actions being evaluated through the lens of economic factors, risk mitigation and achieving the optimal capital structure

BOSTON–(BUSINESS WIRE)–GE (NYSE:GE) announces its offers to purchase for cash:

  • up to $2,500,000,000 (the “Dollar Security Maximum Amount”) aggregate purchase price of its U.S. Dollar-Denominated Debt Securities listed in Table I below (the “Dollar Securities” and such offer to purchase, the “Dollar Tender Offer”); and
  • up to $2,500,000,000 (as converted on the basis set forth in the Offer to Purchase) (the “Euro Security Maximum Amount”) aggregate purchase price of its Euro-Denominated Debt Securities listed in Table II below (the “Euro Securities” and such offer to purchase, the “Euro Tender Offer”).

The Dollar Securities and the Euro Securities are together referred to as the “Securities” and the Dollar Tender Offer and the Euro Tender Offer are together referred to as the “Tender Offers” and each, a “Tender Offer.” Each Tender Offer is made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 12, 2019 (as it may be amended or supplemented from time to time, the “Offer to Purchase”).

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: https://sites.dfkingltd.com/ge.

 

TABLE I: DOLLAR SECURITIES SUBJECT TO THE DOLLAR TENDER OFFER

Title of

Security

Security

Identifier(s)

Applicable

Maturity

Date

Principal

Amount

Outstanding (
millions)

Acceptance

Priority Level

Early

Participation

Amount

(1)(2)

Reference

Security

Bloomberg

Reference

Page/Screen

Fixed Spread

(
basis points)

Hypothetical Total

Consideration (3)

4.500% Notes due 2044*

 

CUSIP:

369604BH5

ISIN: US369604BH58

 

March 11, 2044

 

$2,250

 

1

 

$50

 

2.875% US Treasury due May 15, 2049

 

FIT1

 

190

 

$1,060.25

4.125% Notes due 2042

 

CUSIP:

369604BF9

ISIN: US369604BF92

 

October 9, 2042

 

$2,000

 

2

 

$50

 

2.875% US Treasury due May 15, 2049

 

FIT1

 

185

 

$1,010.10

3.375% Notes due 2024*

 

CUSIP:

369604BG7

ISIN: US369604BG75

 

March 11, 2024

 

$750

 

3

 

$50

 

1.25% US Treasury due August 31, 2024

 

FIT1

 

95

 

$1,035.02

2.700% Notes due 2022

 

CUSIP:

369604BD4

ISIN: US369604BD45

 

October 9, 2022

 

$3,000

 

4

 

$50

 

1.5% US Treasury due September 15, 2022

 

FIT1

 

75

 

$1,009.95

Total

 

 

$8,000

 

 

 

 

 

 

 

TABLE II: EURO SECURITIES SUBJECT TO THE EURO TENDER OFFER

Title of

Security

Security

Identifier(s)

Applicable

Maturity Date

Principal

Amount

Outstanding

(
millions)

Acceptance

Priority Level

Early

Participation

Amount (1)(2)

Interpolated

Rate

Bloomberg

Reference

Page/Screen

Fixed Spread

(
basis points)

Hypothetical

Total

Consideration (3)

2.125% Notes due 2037**

 

CUSIP:

369604BU6

ISIN: XS1612543394

 

May 17, 2037

 

€2,000

 

1

 

€50

 

May 2037 Interpolated Rate

 

ICAE1

 

175

 

€1,024.65

1.875% Notes due 2027**

 

CUSIP:

369604BL6

ISIN: XS1238902057

 

May 28, 2027

 

€1,250

 

2

 

€50

 

May 2027 Interpolated Rate

 

ICAE1

 

135

 

€1,059.85

1.500% Notes

due 2029**

 

CUSIP:

369604BT9

ISIN:

XS1612543121

 

May 17, 2029

 

€2,250

 

3

 

€50

 

May 2029 Interpolated Rate

 

ICAE1

 

155

 

€1,009.92

1.250% Notes due 2023**

 

CUSIP:

369604BK8

ISIN:

XS1238901166

 

May 26, 2023

 

€1,250

 

4

 

€50

 

May 2023 Interpolated Rate

 

ICAE1

 

90

 

€1,030.57

0.875% Notes due 2025**

 

CUSIP:

369604BS1

ISIN:

XS1612542826

 

May 17, 2025

 

€2,000

 

5

 

€50

 

May 2025 Interpolated Rate

 

ICAE1

 

100

 

€1,016.17

0.375% Notes due 2022**

 

CUSIP:

369604BR3

ISIN:

XS1612542669

 

May 17, 2022

 

€1,750

 

6

 

€50

 

May 2022 Interpolated Rate

 

ICAE1

 

85

 

€1,000.86

Total

 

 

 

 

 

€10,500

 

 

 

 

 

 

 

 

 

 

 

 

*

Admitted to trading on the Regulated Market of the Luxembourg Stock Exchange.

**

Listed on the New York Stock Exchange.

(1)

Per $1,000 or €1,000 principal amount.

(2)

 

The applicable Total Consideration payable for each series of Securities will be at a price per $1,000 or €1,000 principal amount of such series of Securities validly tendered on or prior to the applicable Early Participation Date and accepted for purchase by us, which is calculated using the applicable Fixed Spread, and includes the applicable Early Participation Amount. In addition, holders whose Securities are accepted for purchase will also receive any Accrued Interest on such Securities. Holders of Securities that are validly tendered after the applicable Early Participation Date and at or before the applicable Expiration Date and accepted for purchase will receive only the applicable Late Tender Offer Consideration, which does not include the applicable Early Participation Amount, together with any Accrued Interest on such Securities.

(3)

 

Per $1,000 or €1,000 principal amount of Securities using a hypothetical Reference Yield Determination Date of September 11, 2019, a hypothetical Early Payment Date of September 30, 2019 and a hypothetical Reference Yield which would have been in effect had it been measured at 10:00 a.m., New York City time, on September 11, 2019. This hypothetical total consideration is for reference purposes only. The Total Consideration will differ from the hypothetical total consideration when calculated as of the Reference Yield Determination Date or the applicable Payment Date due to changes in the Reference Yield.

Purpose of the Tender Offers

The purpose of the Tender Offers is to purchase certain outstanding debt issued by GE and to reduce our leverage consistent with our previously announced plans. Securities that are accepted in the Tender Offers will be purchased, retired and cancelled by GE and will no longer remain outstanding obligations of GE.

Details of the Tender Offers

Each of the Tender Offers will expire at 11:59 p.m., New York City time, on October 9, 2019, unless extended by GE in respect of one or both of the Tender Offers or if one or both of the Tender Offers is earlier terminated by GE in its sole and absolute discretion (such date and time, as the same may be extended with respect to one or both Tender Offers, the “Expiration Date”). Securities tendered may be withdrawn at any time prior to 5:00 p.m., New York City time, on September 25, 2019, unless extended by GE in respect of one or both of the Tender Offers in its sole and absolute discretion (such date and time, as the same may be extended with respect to one or both Tender Offers, the applicable “Withdrawal Date”), but not thereafter.

Securities validly tendered and not validly withdrawn pursuant to each Tender Offer and accepted for purchase will be accepted in accordance with the applicable acceptance priority levels set forth in Table I or Table II above, as applicable (the “Acceptance Priority Levels”), and may be subject to proration, all as more fully described herein and in the Offer to Purchase.

The overall maximum aggregate purchase price to be paid between the Dollar Tender Offer and the Euro Tender Offer is $5,000,000,000 (the “Total Maximum Amount”) and will not be increased.

Holders (the “Holders”) of the Securities that are validly tendered at or before 5:00 p.m., New York City time, on September 25, 2019, unless extended by GE in respect of one or both of the Tender Offers (such date and time, as the same may be extended with respect to one or both of the Tender Offers, the applicable “Early Participation Date”), and not subsequently validly withdrawn, and accepted for purchase will receive the applicable Total Consideration (as defined below) for their Securities, which includes the applicable early participation amount for the applicable series of Securities set forth in Table I or Table II above, as applicable (the applicable “Early Participation Amount”), together with any Accrued Interest (as defined below). Holders validly tendering their Securities after the applicable Early Participation Date but before the applicable Expiration Date will only be eligible to receive the applicable “Late Tender Offer Consideration” which is equal to the applicable Total Consideration minus the applicable Early Participation Amount, together with any Accrued Interest.

Each Tender Offer is subject to certain conditions. Subject to GE’s right to terminate one or both of the Tender Offers, and subject to the Total Maximum Amount, the Dollar Security Maximum Amount or the Euro Security Maximum Amount, as applicable, the Acceptance Priority Levels of each series of Securities and proration (if applicable), GE will purchase (i) the Securities that have been validly tendered (and not subsequently validly withdrawn) at or before the applicable Early Participation Date, subject to all conditions to the applicable Tender Offer having been satisfied or waived by GE, promptly following the applicable Early Participation Date (the date of such purchase, which is expected to be the third business day following the applicable Early Participation Date, the applicable “Early Payment Date”) and (ii) the Securities that have been validly tendered after the applicable Early Participation Date but at or before the applicable Expiration Date, subject to all conditions to the applicable Tender Offer having been satisfied or waived by GE, promptly following the applicable Expiration Date (the date of such purchase, which is expected to be the third business day following the applicable Expiration Date, the applicable “Final Payment Date”, and together with the applicable Early Payment Date, each a “Payment Date”).

With respect to each Tender Offer, the Securities accepted for purchase will be accepted in accordance with their Acceptance Priority Levels (with 1 being the highest Acceptance Priority Level and 4 being the lowest Acceptance Priority Level for the Dollar Tender Offer and with 1 being the highest Acceptance Priority Level and 6 being the lowest Acceptance Priority Level for the Euro Tender Offer), subject to the limitations that (i) the aggregate purchase price paid pursuant to the Dollar Tender Offer will not exceed the Dollar Security Maximum Amount, (ii) the aggregate purchase price paid pursuant to the Euro Tender Offer will not exceed the Euro Security Maximum Amount, and (iii) the overall aggregate purchase price to be paid in the Tender Offers will not exceed the Total Maximum Amount.

With respect to each Tender Offer, Securities validly tendered and not validly withdrawn on or before the applicable Early Participation Date having a higher Acceptance Priority Level will be accepted before any tendered Securities having a lower Acceptance Priority Level are accepted in such Tender Offer, and all Securities validly tendered after the applicable Early Participation Date having a higher Acceptance Priority Level will be accepted before any Securities tendered after the applicable Early Participation Date having a lower Acceptance Priority Level are accepted in such Tender Offer, in each case subject to the Dollar Security Maximum Amount or the Euro Security Maximum Amount, as applicable. Securities validly tendered and not validly withdrawn on or before the applicable Early Participation Date will be accepted for purchase in priority to other Securities tendered after the applicable Early Participation Date, even if such Securities tendered after the applicable Early Participation Date have a higher Acceptance Priority Level than Securities tendered on or before the applicable Early Participation Date, in each case subject to the Dollar Security Maximum Amount or the Euro Security Maximum Amount, as applicable.

Subject to any increase or decrease to the Dollar Security Maximum Amount or the Euro Security Maximum Amount, if purchasing all of the Securities of a series tendered prior to or at the applicable Early Participation Date would cause the Dollar Security Maximum Amount or the Euro Security Maximum Amount, as applicable, to be exceeded, the amount of that series of Securities purchased on such Early Payment Date will be prorated based on the aggregate principal amount of that series of Securities tendered such that the Dollar Security Maximum Amount and the Euro Security Maximum Amount, will not be exceeded. Furthermore, if the amount of Securities validly tendered and not validly withdrawn prior to or at the applicable Early Participation Date exceeds the Dollar Security Maximum Amount or the Euro Security Maximum Amount, as applicable, Holders who validly tender Securities in such Tender Offer after the applicable Early Participation Date will not have any of their Securities accepted for purchase regardless of the Acceptance Priority Level of such Securities unless GE increases the Dollar Security Maximum Amount or the Euro Security Maximum Amount, as applicable.

GE reserves the right, but is not obligated, to (i) increase the Dollar Security Maximum Amount or the Euro Security Maximum Amount, or (ii) decrease the Dollar Security Maximum Amount or the Euro Security Maximum Amount, in our sole and absolute discretion and in accordance with applicable law, provided in each case that the overall aggregate purchase price to be paid in the Tender Offers shall not exceed the Total Maximum Amount. Any such decrease will be made on the basis of Securities validly tendered through the Early Participation Date, and announced no later than 5:00 p.m. New York City Time on the business day immediately following the Early Participation Date. Any such increase or decrease may be made without extending the Withdrawal Date or otherwise reinstating withdrawal rights, except as required by applicable law. In any case, GE will not increase the Total Maximum Amount.

With respect to each Tender Offer, if, on the applicable Early Payment Date and the applicable Final Payment Date, there are sufficient remaining funds to purchase some, but not all, of the remaining tendered Securities in any Acceptance Priority Level without exceeding the Dollar Security Maximum Amount or the Euro Security Maximum Amount, as applicable, GE will accept for payment such tendered Securities on a prorated basis, with the proration factor for such Acceptance Priority Level depending on the aggregate principal amount (converted into U.S. Dollars where applicable as described in the Offer to Purchase) of Securities of such Acceptance Priority Level validly tendered.

The “Total Consideration” payable for each series of Securities will be a price per $1,000 or €1,000 principal amount of such series of Securities equal to an amount, calculated in accordance with Schedule A-1 or A-2 to the Offer to Purchase, as applicable, that would reflect, as of the applicable Early Payment Date, a yield to the maturity date of such series of Securities equal to the sum of (i) the Reference Yield (as defined below) for such series, determined at 10:00 a.m. (New York City time), on the business day following the applicable Early Participation Date (the “Reference Yield Determination Date”) plus (ii) the fixed spread applicable to such series, as set forth in Table I or Table II above, as applicable (the “Fixed Spread”), in each case minus 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”). The “Reference Yield” means (i) with respect to Dollar Securities, the yield of the applicable reference security listed in Table I above (the “Reference Security”) for such series and (ii) with respect to Euro Securities, the Interpolated Rate for such series (calculated as described in the Offer to Purchase).

For further details on the procedures for tendering the Securities, please refer to the Offer to Purchase, including the procedures set out under the heading “The Tender Offers—Procedures for Tendering Securities” of the Offer to Purchase.

Indicative Timetable for the Tender Offers

Events

Times and Dates

 

Commencement

September 12, 2019

 

Early Participation Date

5:00 p.m., New York City time, on September 25, 2019, unless extended by GE in respect of the applicable Tender Offer in its sole and absolute discretion.

 

Withdrawal Date

5:00 p.m., New York City time, on September 25, 2019, unless extended by GE in respect of the applicable Tender Offer in its sole and absolute discretion.

 

Reference Yield Determination Date

10:00 a.m., New York City time, on September 26, 2019, unless extended by GE in respect of the applicable Tender Offer in its sole and absolute discretion.

 

Early Payment Date

The applicable Early Payment Date will be promptly following the applicable Early Participation Date and is expected to be on or about September 30, 2019.

 

Expiration Date

11:59 p.m., New York City time, on October 9, 2019, unless extended by GE in respect of the applicable Tender Offer or the applicable Tender Offer is earlier terminated by GE, in each case, in its sole and absolute discretion.

 

Final Payment Date

The applicable Final Payment Date will be promptly following the applicable Expiration Date and is expected to be on or about October 15, 2019.

GE reserves the right, in its sole discretion, not to accept any Tender Instructions, not to purchase any Securities or to extend, re-open, withdraw or terminate one or both of the Tender Offers and to amend or waive any of the terms and conditions of one or both of the Tender Offers in any manner, subject to applicable laws and regulations.

Holders are advised to check with any bank, securities broker or other intermediary through which they hold the Securities when such intermediary would require to receive instructions from a Holder in order for that the Holder to be able to participate in a Tender Offer before the deadlines specified above. The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions will 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 contact details for whom are set out below. 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 Offer to Purchase, together with any updates, will be available via the Offer Website: https://sites.dfkingltd.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.

J.P. Morgan Securities LLC, J.P. Morgan Securities plc, BofA Merrill Lynch, Merrill Lynch International and Goldman Sachs & Co. LLC (collectively, the “Dealer Managers”) are acting as dealer managers in connection with the Tender Offers. D.F. King is acting as information and tender agent (the “Information and Tender Agent”) in connection with the Tender Offers.

Questions and requests for assistance or for additional copies of this Offer to Purchase may be directed to any of the Dealer Managers or to the Information and Tender Agent.

J.P. Morgan Securities LLC

Liability Management Group

383 Madison Avenue, 6th Floor

New York, NY 10179

United States of America

Toll Free: +1 (866) 834-4666

Collect: +1 (212) 834-3424

 

J.P. Morgan Securities plc

Liability Management Group

25 Bank Street

Canary Wharf

London E14 5JP

United Kingdom

Collect: +44 (0) 207 779 2468

BofA Merrill Lynch

Liability Management Group

214 North Tryon Street, 14th Floor

Charlotte, North Carolina 28255

Collect: (646) 855-0173

Toll-Free: (888) 292-0070

 

 

Merrill Lynch International

2 King Edward Street

London EC1A 1HQ

United Kingdom

Tel.: +44 20 7996 5420

Attention: Liability Management Group

Email: DG.LM_EMEA@baml.com

Goldman Sachs & Co. LLC

Liability Management Group

200 West Street

New York, New York 10282

In the U.S.

Collect: (212) 902-6351

Toll-Free: (800) 828-3182

In Europe

Tel.: +44 20 7552 6157

 

Questions and requests for assistance in connection with the delivery of Tender Instructions may be directed to the Information and Tender Agent.

Information and Tender Agent

D.F. King

Email: ge@dfkingltd.com

Offer Website: https://sites.dfkingltd.com/ge

In London

65 Gresham Street

London EC2V 7NQ

United Kingdom

Tel: +44 20 7920 9700

In New York

48 Wall Street, 22nd Floor

New York, New York 10005

United States of America

Attention: Andrew Beck

Banks and Brokers call: +1 (212) 269-5550

All others call (toll free): +1 (800) 820-2415

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 and legal 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 a Tender Offer. None of the Dealer Managers, the Information and Tender Agent or GE makes any recommendation as to whether Holders should tender their Securities for purchase pursuant to the Tender Offers.

None of 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 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 the Dealer Managers, the Information and Tender Agent and 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 Securities which is material in the context of the Tender Offers and which is not otherwise publicly available.

General

Neither this announcement, the Offer to Purchase nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Securities (and tenders of Securities for purchase pursuant to a Tender Offer will not be accepted from Holders) in any circumstances in which such offer or solicitation is unlawful.

Contacts

GE Investor Contact:

Steve Winoker

swinoker@ge.com

617.443.3400

GE Media Contact:

Mary Kate Mullaney

marykate.nevin@ge.com

202.304.6514

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