GE Announces Launch of Debt Tender Offers

GE Announces Offers to Purchase Any and All of Certain of its Outstanding U.S. Dollar Denominated, Euro Denominated and GBP Denominated Notes (Listed on Table I and Table II Below), originally issued by certain of its subsidiaries

• Builds on actions taken in 2019 and 2020 to improve GE’s financial position and accelerate its transformation
• GE continues to maintain elevated liquidity amid an uncertain environment and remains committed to reducing leverage over time

BOSTON–(BUSINESS WIRE)–GE (NYSE:GE) announces its offers to purchase for cash any and all of the U.S. Dollar Denominated, Euro Denominated and GBP Denominated Notes listed on (i) Table I below (the “Pool 1 Notes”) and (ii) Table II below (the “Pool 2 Notes” and, together with the Pool 1 Notes, the “Notes”), each originally issued by, as applicable, General Electric Capital Corporation (and assumed by GE), GE Capital European Funding Unlimited Company (formerly GE Capital European Funding), or GE Capital UK Funding Unlimited Company (formerly GE Capital UK Funding) (collectively, the “Subsidiary Issuers”). The Offers for the Pool 2 Notes are conditioned on the aggregate Total Consideration for all Pool 2 Notes (after funding the aggregate Total Consideration for any and all validly tendered and not validly withdrawn Pool 2 Notes of each series having a higher Acceptance Priority Level) tendered in the applicable Offer, not exceeding $1,400,000,000 (or the as-converted equivalent, if applicable, as converted on the basis set forth in the Offer to Purchase), subject to the provisions herein (the “Pool 2 Total Purchase Price Condition”).

The offers to purchase with respect to each series of Notes are being referred to herein as the “Offers” and each, an “Offer.” The Notes denominated in U.S. dollars are referred to herein as “Dollar Notes,” Notes denominated in Euros are referred to herein as “Euro Notes” and Notes denominated in Sterling are referred to herein as “Sterling Notes.”

Each Offer is made upon the terms and subject to the conditions set forth in the offer to purchase, dated December 11, 2020 (as may be amended or supplemented from time to time, the “Offer to Purchase”), and its accompanying notice of guaranteed delivery (the “Notice of Guaranteed Delivery” and, together with the Offer to Purchase, the “Tender Offer Documents”). Capitalized terms used but not defined in this announcement have the meanings given to them in the Offer to Purchase.

All documentation relating to the Offers, including the Offer to Purchase and the Notice of Guaranteed Delivery, together with any updates, are available from the Information Agents and the Tender Agents, as set forth below, and will also be available via the Offer Website: http://www.dfking.com/ge.

Timetable for the Offers

* Admitted to trading on the London Stock Exchange.

† Originally issued by General Electric Capital Corporation and assumed by General Electric Company.

†† Issued by GE Capital European Funding Unlimited Company (formerly known as GE Capital European Funding).

††† Issued by GE Capital UK Funding Unlimited Company (formerly known as GE Capital UK Funding).

1. The Offers for the Pool 1 Notes are not subject to the Pool 2 Total Purchase Price Condition. In the event the Pool 2 Total Purchase Price Condition is not met for any and all of the Pool 2 Notes of a particular series validly tendered and not validly withdrawn (after taking into account Pool 2 Notes of each series accepted for purchase with a higher Acceptance Priority Level) (such series of Notes, the “Non-Covered Pool 2 Notes”), then no Notes of such series will be accepted for purchase. However, a series of Pool 2 Notes, if any, having a lower Acceptance Priority Level will be accepted for purchase, so long as the amount under the Pool 2 Total Purchase Price Condition is equal to or greater than the Total Consideration necessary to purchase any and all validly tendered and not validly withdrawn Pool 2 Notes of such series (excluding the applicable Accrued Coupon Payment), plus the Total Consideration necessary to purchase any and all validly tendered and not validly withdrawn Pool 2 Notes of all series having a higher Acceptance Priority Level than such series of Pool 2 Notes, other than any Non-Covered Pool 2 Notes (in each case, excluding the applicable Accrued Coupon Payment), as further provided herein, until there is no series of Pool 2 Notes with a lower Acceptance Priority Level to be considered for purchase for which the Pool 2 Total Purchase Price Condition is met. It is possible that any series of Pool 2 Notes with any Acceptance Priority Level will fail to meet the Pool 2 Total Purchase Price Condition and therefore will not be accepted for purchase even if one or more series with a lower Acceptance Priority Level is accepted for purchase. If any series of Pool 2 Notes is accepted for purchase under the Offers, all Pool 2 Notes of that series that are validly tendered and not validly withdrawn will be accepted for purchase. As a result, no series of Pool 2 Notes accepted for purchase will be prorated. For more details, see the information set out under the heading “Description of the Offers—Conditions to the Offers” in the Offer to Purchase.
2. Per $1,000, €1,000 or £1,000 principal amount of Notes, as applicable.

Purpose of the Offers

The primary purpose of the Offers is to acquire all outstanding Notes listed on Table I and Table II above. Each Offer is subject to the satisfaction of certain conditions as more fully described under the heading “—Conditions to the Offers” in the Offer to Purchase, including, among other things, with respect to the Offers for the Pool 2 Notes, the Pool 2 Total Purchase Price Condition. Notes that are accepted in the Offers will be purchased, retired and cancelled by GE or its subsidiaries, as applicable, and will no longer remain outstanding obligations of GE or any of its subsidiaries.

Details of the Offers

The Offers will expire at 5:00 p.m. (Eastern time) on December 17, 2020 with respect to any Offer (as the same may be extended with respect to such Offer, the “Expiration Date”). Tendered Notes may be withdrawn at any time prior to 5:00 p.m. (Eastern time), on December 17, 2020 with respect to each Offer (as the same may be extended with respect to any Offer, the “Withdrawal Date”), but not thereafter, except as required by applicable law as described in the Offer to Purchase. None of the Offers is conditioned upon completion of any of the other Offers, and each Offer otherwise operates independently from the other Offers. None of the Offers is conditioned on any minimum amount of Notes being tendered.

For a Holder who holds Notes through DTC to validly tender Notes pursuant to the Offers, an Agent’s Message and any other required documents must be received by the applicable Tender Agent at its address set forth on the Offer to Purchase at or prior to the Expiration Date or, if pursuant to the Guaranteed Delivery Procedures, at or prior to 5:00 p.m. (Eastern time), on December 21, 2020 (the “Guaranteed Delivery Date”). For a Holder who holds Notes through Clearstream or Euroclear to validly tender Notes pursuant to the Offers, such Holder must tender such Notes by the submission of valid Tender Instructions in accordance with the procedures described herein and of such Clearing System, as applicable. There is no letter of transmittal for the Offer to Purchase.

Upon the terms and subject to the conditions set forth in the Tender Offer Documents, Holders who (i) validly tender Notes at or prior to the Expiration Date (and do not validly withdraw such Notes at or prior to the Withdrawal Date), or (ii) deliver a properly completed and duly executed Notice of Guaranteed Delivery (or comply with ATOP procedures applicable to guaranteed delivery) and all other required documents at or prior to the Expiration Date and validly tender their Notes at or prior to the Guaranteed Delivery Date pursuant to Guaranteed Delivery Procedures, and, in each case, whose Notes are accepted for purchase by us, will receive the applicable Total Consideration for each $1,000, €1,000 or £1,000 principal amount of Notes, as applicable, as set forth on Table I and Table II above, which will be payable in cash. GE is authorized to accept and pay for, on behalf of each Subsidiary Issuer, all validly tendered and not validly withdrawn Notes issued by Subsidiary Issuers that are accepted for purchase by GE.

Each Offer is subject to the satisfaction of certain conditions, including, among other things, with respect to the Pool 2 Notes, the Pool 2 Total Purchase Price Condition (as defined below). GE expressly reserves the right, in its sole discretion, to amend, extend or, upon failure of any condition described in the Offer to Purchase to be satisfied or waived, to terminate any of the Offers at any time at or prior to the Expiration Date. GE also reserves the right, in its sole discretion, subject to applicable law, to terminate any of the Offers at any time at or prior to the Expiration Date.

The Offers for any Pool 2 Notes validly tendered and not validly withdrawn is conditioned on the aggregate Total Consideration (but excluding the applicable Accrued Coupon Payment) for all Pool 2 Notes (after funding the aggregate Total Consideration (but excluding the applicable Accrued Coupon Payment) for any and all validly tendered and not validly withdrawn Pool 2 Notes of each series having a higher Acceptance Priority Level) tendered in the applicable Offer, not exceeding $1,400,000,000 (or the as-converted equivalent, if applicable, as converted on the basis set forth in the Offer to Purchase), subject to the provisions below. The Offers for the Pool 1 Notes are not subject to the Pool 2 Total Purchase Price Condition.

In the event the Pool 2 Total Purchase Price Condition is not satisfied in order to accept for purchase any and all of the Pool 2 Notes of a particular series validly tendered and not validly withdrawn (after taking into account Pool 2 Notes of each series accepted for purchase with a higher Acceptance Priority Level) (such series of Notes, the “Non-Covered Pool 2 Notes”), then no Notes of such series will be accepted for purchase. However, any and all of Pool 2 Notes of a series, if any, validly tendered and not validly withdrawn, having a lower Acceptance Priority Level will be accepted for purchase, so long as the amount under the Pool 2 Total Purchase Price Condition is equal to or greater than the Total Consideration (but excluding the applicable Accrued Coupon Payment) necessary to purchase any and all Pool 2 Notes of such series validly tendered and not validly withdrawn, plus the Total Consideration (but excluding the applicable Accrued Coupon Payment) necessary to purchase any and all validly tendered and not validly withdrawn Pool 2 Notes of all series having a higher Acceptance Priority Level than such series of Pool 2 Notes, other than any Non-Covered Pool 2 Notes (in each case, excluding the applicable Accrued Coupon Payment), as further provided herein, until there is no series of Pool 2 Notes with a lower Acceptance Priority Level to be considered for purchase for which the Pool 2 Total Purchase Price Condition is met.

It is possible that any series of Pool 2 Notes with any Acceptance Priority Level will fail to meet the Pool 2 Total Purchase Price Condition and therefore will not be accepted for purchase even if one or more series with a lower Acceptance Priority Level is accepted for purchase. If any series of Pool 2 Notes is accepted for purchase under the Offers, all Pool 2 Notes of that series that are validly tendered and not validly withdrawn will be accepted for purchase. As a result, no series of Pool 2 Notes accepted for purchase will be prorated.

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

GE has retained BofA Securities, Inc., Merrill Lynch International, J.P. Morgan Securities LLC and J.P. Morgan Securities plc to act as the Lead Dealer Managers, and CastleOak Securities, L.P., R. Seelaus & Co., LLC and Siebert Williams Shank & Co., LLC 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), to Merrill Lynch International at +44 20 7996 5420, to J.P. Morgan Securities LLC at +1 (866) 834-4666 (toll free), +1 (212) 834-3424 (collect), or to J.P. Morgan Securities plc at +44 20 7134 2468 8969.

D.F. King & Co., Inc. has been appointed the information agent with respect to the Offers for Dollar Notes (the “Dollar Notes Information Agent”) and the tender agent with respect to the Offers for Dollar Notes (the “Dollar Notes Tender Agent”). Lucid Issuer Services Limited (“Lucid”) has been appointed the information agent with respect to the Offers for Euro Notes and Sterling Notes (the “Euro and Sterling Notes Information Agent” and, together with the Dollar Notes Information Agent, the “Information Agents” and each an “Information Agent”) and the tender agent with respect to the Offers for Euro Notes and Sterling Notes (the “Euro and Sterling Notes Tender Agent” and, together with the Dollar Notes Tender Agent, the “Tender Agents” and each a “Tender Agent”). Questions or requests for assistance in connection with the Offers for the Dollar Notes or the delivery of Tender Instructions for Dollar Notes, or for additional copies of the Tender Offer Documents, may be directed to the Dollar Notes Information Agent and the Dollar Notes Tender Agent at +1 (877) 478-5040 (toll free) or +1 (212) 269-5550 (collect), or via e-mail at [email protected]. Questions or requests for assistance in connection with the Offers for the Euro Notes or the Sterling Notes or the delivery of Tender Instructions for Euro Notes or Sterling Notes, or for additional copies of the Tender Offer Documents, may be directed to the Euro and Sterling Notes Information Agent and the the Euro and Sterling Notes Tender Agent at +44 207 704 0880 or via e-mail at [email protected]. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offers. The Tender Offer Documents can be accessed at the Offer Website: http://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 Offer and to amend or waive any of the terms and conditions of any 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 the Offer, as applicable.

Holders are advised to check with any bank, securities broker or other intermediary through which they hold the Notes when such intermediary would require to receive instructions from a Holder in order for that the Holder to be able to participate in the Offers 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 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 applicable Information Agent 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 applicable Information Agent and Tender Agent for the relevant announcements relating to the Offers. In addition, all documentation relating to the Offer to Purchase, 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 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 Offers.

None of GE, the Subsidiary Issuers, the Dealer Managers, the Trustee, the Paying Agents, the Tender Agents or the Information Agents 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 Offers.

None of GE, the Subsidiary Issuers, the Dealer Managers, the Trustee, the Paying Agents, the Tender Agents or the Information Agents 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 Offers contained in this announcement or in the Offer to Purchase. None of GE, the Subsidiary Issuers, the Dealer Managers, the Trustee, the Paying Agents, the Tender Agents, the Information Agents 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 Offers, and accordingly none of GE, the Subsidiary Issuers, the Dealer Managers, the Trustee, the Paying Agents, the Tender Agents, the Information Agents 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 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 Offers are being made solely pursuant to the Offer to Purchase. The 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 Offers to be made by a licensed broker or dealer, the 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, the Subsidiary Issuers 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 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 us, the Subsidiary Issuers, the Dealer Managers, the Information Agents and Tender Agents 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 particular, this communication is only addressed to and directed at: (A) in any Member State of the European Economic Area that has implemented the Prospectus Directive (as defined below), qualified investors in that Member State within the meaning of the Prospectus Directive and (B) (i) persons that are outside the United Kingdom or (ii) persons in the United Kingdom 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 within Article 43 of the Financial Promotion Order, or to other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2)(a) to (e) of the Financial Promotion Order (such persons together being “relevant persons”).

Contacts

GE Investor Contact
Steve Winoker, 617.443.3400

[email protected]

GE Media Contact
Mary Kate Mullaney, 202.304.6514

[email protected]

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