8-K
GENERAL ELECTRIC CO (GE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 30, 2022
General Electric Company
(Exact name of registrant as specified in its charter)
| New York | 001-00035 | 14-0689340 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br>File Number) | (IRS Employer<br>Identification No.) |
| 5 Necco Street, Boston, MA | 02210 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code) (617) 443-3000
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common stock, par value $0.01 per share | GE | New York Stock Exchange |
| 1.250% Notes due 2023 | GE 23E | New York Stock Exchange |
| 0.875% Notes due 2025 | GE 25 | New York Stock Exchange |
| 1.875% Notes due 2027 | GE 27E | New York Stock Exchange |
| 1.500% Notes due 2029 | GE 29 | New York Stock Exchange |
| 7 1/2% Guaranteed Subordinated Notes due 2035 | GE /35 | New York Stock Exchange |
| 2.125% Notes due 2037 | GE 37 | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Events |
|---|
Approval of Spin-Off
On November 30, 2022, General Electric Company (“GE”) announced that its board of directors has approved the previously announced separation of GE Healthcare Holding LLC, a direct, wholly-owned subsidiary of GE. Prior to such separation, GE HealthCare is expected to be converted into a corporation and renamed GE HealthCare Technologies Inc. (“GE HealthCare”). GE also announced the timing and details regarding GE’s distribution of at least 80.1% of the shares of common stock, par value $0.01 per share, of GE HealthCare (the “GE HealthCare Common Stock”), to holders of GE common stock (“GE shareholders”) as a pro rata dividend in the spin-off. Following the distribution, GE will retain up to 19.9% of the outstanding GE HealthCare Common Stock. The distribution is expected to occur after U.S. market close on January 3, 2023, and GE HealthCare is expected to begin trading on The Nasdaq Stock Market LLC on January 4, 2023 under the ticker “GEHC.” Holders of GE common stock will be entitled to receive one share of GE HealthCare common stock for every three shares of GE common stock held on December 16, 2022, the record date for the distribution. The distribution is subject to the satisfaction or waiver of certain conditions. A copy of the press release is attached as Exhibit 99.1 and incorporated by reference herein.
Tender Offer
On November 30, 2022, GE issued a press release announcing the total consideration and amounts accepted in its previously announced tender offer to purchase for cash certain of the existing debt securities issued by GE or certain affiliates (and assumed or guaranteed by GE) (the “Tender Offer”). A copy of that press release is attached as Exhibit 99.2 and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
|---|---|
| (d) | Exhibits |
| --- | --- |
| Exhibit | Description |
| --- | --- |
| 99.1 | Press release, dated November 30, 2022 issued by GE regarding the spin-off approval. |
| 99.2 | Press release, dated November 30, 2022 issued by GE regarding the Tender Offer. |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
Forward-looking statements.
This document contains “forward-looking statements”—that is, statements related to future, not past, events. These forward-looking statements often address GE’s 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. For GE, particular areas where risks or uncertainties could cause GE’s actual results to be materially different than those expressed in GE’s forward-looking statements include: GE’s success in executing and completing asset dispositions or other transactions, including GE’s plans to pursue the GE HealthCare spin-off and the spin-off its portfolio of energy businesses that are planned to be combined as GE Vernova (Renewable Energy, Power, Digital and Energy Financial Services), and sales or other dispositions of GE’s equity interests in Baker Hughes Company and AerCap Holdings N.V. and GE’s expected equity interest in GE Healthcare after its spin-off, the timing for such transactions, the ability to satisfy any applicable pre-conditions, and the expected proceeds, consideration and benefits to GE; changes in macroeconomic and market conditions and market volatility, including impacts related to the COVID-19 pandemic, risk of recession, inflation, supply chain constraints or disruptions, rising interest rates, oil, natural gas and other commodity prices and exchange rates, and the impact of such changes and volatility on GE’s business operations, financial results and financial position; and GE’s de-leveraging and capital allocation plans, including with respect to actions to reduce its indebtedness, the capital structures of the three public companies that GE plans to form from its businesses, the timing and amount of dividends, share repurchases, organic investments, and other priorities; and other factors that are described in the “Risk Factors” section of GE’s Annual Report on Form 10-K for the year ended December 31, 2021 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, as such descriptions may be updated or amended in any future reports that GE files with the SEC. These or other uncertainties may cause GE’s actual future results to be materially different than those expressed in its forward-looking statements. GE does not undertake to update its forward-looking statements.
(2)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| General Electric Company | |
|---|---|
| (Registrant) | |
| Date: November 30, 2022 | /s/ Brandon Smith |
| Brandon Smith | |
| Vice President, Chief Corporate, Securities & Finance Counsel |
EX-99.1
Exhibit 99.1
Press Release
GEBoard of Directors Approves Separation of GE HealthCare
| • | Board sets GE HealthCare distribution date of January 3, 2023, after market close |
|---|---|
| • | GE shareholders will receive one share of GE HealthCare for every three shares owned |
| --- | --- |
| • | GE HealthCare to begin trading on The Nasdaq Market LLC (“Nasdaq”) on January 4, 2023 under ticker<br>“GEHC”, and GE will continue to trade on NYSE |
| --- | --- |
BOSTON – November 30, 2022 – General Electric Company (“GE”) (NYSE: GE) announced today that its Board of Directors has approved the previously announced spin-off of its healthcare business, GE Healthcare Holding LLC (“GE HealthCare”). Prior to such spin-off, GE HealthCare is expected to be converted into a corporation and renamed GE HealthCare Technologies Inc. The company is expected to begin trading on Nasdaq on January 4, 2023, under the ticker “GEHC”.
To effect the separation, GE’s Board of Directors approved a distribution to GE shareholders of at least 80.1% of the outstanding shares of GE HealthCare. Holders of GE common stock will be entitled to receive one share of GE HealthCare common stock for every three shares of GE common stock held on December 16, 2022, the record date for the distribution. The distribution is expected to occur after U.S. market close on January 3, 2023. For U.S. federal income tax purposes, the distribution will be conducted in a tax-efficient manner for GE shareholders in the United States. The distribution is subject to certain conditions described in the registration statement on Form 10 filed by GE HealthCare.
GE Chairman and CEO, GE Aerospace CEO, H. Lawrence Culp, Jr. said, “Today’s announcement marks one of the final milestones for our planned spin-off of GE HealthCare as we move toward launching three independent, industry-leading, and investment-grade companies. GE Healthcare is driving precision care globally, with a clear strategy for value creation that will benefit patients, customers, and shareholders under the leadership of CEO Peter Arduini and his team.”
Effective upon the spin-off, GE will retain up to 19.9% of the outstanding shares of GE HealthCare common stock.
GE shareholders do not need to take any action to receive shares of GE HealthCare common stock to which they are entitled as a GE shareholder. Additionally, shareholders do not need to pay any consideration, or surrender or exchange shares of GE common stock, to participate in the separation.
GE HealthCare Investor Day
As previously announced, GE HealthCare will host an investor day on Thursday, December 8, 2022, in New York, NY. GE HealthCare’s management team will present its growth strategies and a showcase of its innovative solutions. Investors, media, and members of the general public are invited to learn more about the pending spin-off at https://www.ge.com/investor-relations/spinoff-resources. Future updates to the Form 10 will be filed with the SEC and may be viewed at www.sec.gov as filings under GE HealthCare’s current name, GE Healthcare Holding LLC. The Form 10 filed on November 18, 2022, is subject to change and will be made final prior to the effective date.
Forward-Looking and Cautionary Statements
This announcement contains forward-looking statements – that is, statements related to future events that by their nature address matters that are, to different degrees, uncertain. For details on the uncertainties that may cause our actual future results to be materially different than those expressed in our forward-looking statements, including our success in executing and completing asset dispositions or other transactions, including our planned spin-offs of GE HealthCare and our portfolio of energy businesses that are planned to be combined as GE Vernova (Renewable Energy, Power, Digital and Energy Financial Services), and sales of our equity interests in Baker Hughes Company (Baker Hughes) and AerCap Holdings N.V. (AerCap) and our expected equity interest in GE HealthCare after its spin-off, the timing of closing for such transactions, the ability to satisfy closing conditions, and the expected proceeds, consideration and benefits to GE; changes in macroeconomic and market conditions and market volatility, including impacts related to the COVID-19 pandemic, risk of recession, inflation, supply chain constraints or disruptions, rising interest rates, the value of securities and other financial assets (including our equity ownership positions in Baker Hughes and AerCap, and expected equity interest in GE HealthCare after its spin-off), oil, natural gas and other commodity prices and exchange rates, and the impact of such changes and volatility on our business operations, financial results and financial position; and our de-leveraging and capital allocation plans, including with respect to actions to reduce our indebtedness, the capital structures of the three public companies that we plan to form from our businesses, the timing and amount of dividends, share repurchases, organic investments, and other priorities, see https://www.ge.com/investor-relations/important-forward-looking-statement-information, as well as our SEC filings. We do not undertake to update our forward-looking statements.
About GE
GE (NYSE:GE) rises to the challenge of building a world that works. For more than 130 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 safely, efficiently, and reliably. 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. www.ge.com
About GE HealthCare
GE HealthCare is a leading global medical technology, pharmaceutical diagnostics, and digital solutions innovator. GE HealthCare employs approximately 51,000 people dedicated to creating a world where healthcare has no limits. GE HealthCare’s products, services, and solutions enable clinicians to make more informed decisions quickly and efficiently, improving patient care from diagnosis to therapy to monitoring. GE HealthCare’s products are used in more than two billion procedures to care for more than one billion patients annually, with a global installed base of more than four million medical devices and delivered over 100 million doses of imaging agents used in patient procedures in 2021. www.gehealthcare.com
Contact
GE Investor Contact:
Steve Winoker, 617.443.3400
swinoker@ge.com
GE Media Contact:
Whitney Mercer, 857.303.3079
whitney.mercer@ge.com
GE HealthCare Investor Contact:
Carolynne Borders, 631.662.4317
Carolynne.borders@ge.com
EX-99.2
Exhibit 99.2
PRESS RELEASE
GEAnnounces Total Consideration and Amounts Accepted in its Debt Tender Offer: Expects to Repurchase Approximately $7.2 Billion in Principal Amount on December 2, 2022
Accepted Tender Amounts:
| • | As previously announced, a total of approximately $9.3 billion in principal amount of theSecurities denominated in U.S. dollars, approximately £ 629 million in principal amount of the Securities denominated in Pounds Sterling, and approximately € 865 million inprincipal amount of the Securities denominated in Euros, each listed in the table below were validly tendered and not validly withdrawn at or prior to the Early Participation Date |
|---|---|
| • | GE accepts for purchase a total of approximately $7.0 billion in aggregatepurchase price of the Securities validly tendered and not validly withdrawn at or prior to the Early Participation Date , and announces the Early Payment Date for the Tender Offer will beDecember 2, 2022 |
| --- | --- |
BOSTON – November 30, 2022 – GE (NYSE:GE) announces its acceptance of approximately $7.0 billion in aggregate purchase price (excluding the accrued and unpaid interest on such Securities) (the “Total Maximum Amount”) of the securities listed in the table below (such securities, the “Securities” and, such offer to purchase, the “Tender Offer”). GE is accepting for purchase the aggregate purchase price of all Securities with acceptance priority levels set forth in the table below (the “Acceptance Priority Levels”) 1 and 2, and the Securities with Acceptance Priority Level 3 on a pro rata basis up to the Total Maximum Amount, using a proration factor of approximately 46.42%, that were validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on November 22, 2022 (such date and time, the “Early Participation Date”).
The table below outlines the title and identifiers for each series of Securities, the applicable maturity date, the principal amount outstanding as of the Early Participation Date, the Acceptance Priority Level, the principal amount tendered as of the Early Participation Date (as previously announced) as confirmed by the Information and Tender Agent (as defined below), the principal amount accepted for purchase by GE, and the applicable “Total Consideration” for the Securities accepted for purchase.
| Title of Security | Security Identifier(s) | ApplicableMaturity Date | PrincipalAmountOutstanding^^(thousands) | AcceptancePriority Level | Principal AmountTendered as of theEarly Participation Date*(thousands)* | Principal AmountAccepted forPurchase*(thousands)* | TotalConsideration^(1)^ | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 4.418% Notes due 2035*^†^ | CUSIPs: 36164NFH3 /<br>36164PFH8 /<br> 36164QNA2<br>ISINs: US36164NFH35<br>/<br>US36164PFH82 /<br>US36164QNA21 | November 15,<br>2035 | $ | 6,962,918 | 1 | $ | 5,833,124 | $ | 5,833,124 | $ | 935.81 |
| 6.750% Notes due 2032^†^^†^ | CUSIP: 36962GXZ2<br> <br>ISIN: US36962GXZ26 | March 15, 2032 | $ | 2,452,263 | 2 | $ | 1,128,397 | $ | 1,128,397 | $ | 1,132.53 |
| 4.550% Notes due 2032^†^^†^^†^ | CUSIP: 36166NAK9<br> <br>ISIN: US36166NAK90 | May 15, 2032 | $ | 750,000 | 3 | $ | 607,357 | $ | 272,537 | $ | 966.33 |
| 7.500% Notes due<br>2035**^†^^†^^†^^†^ | CUSIP: 36959CAA6<br> <br>ISIN: US36959CAA62 | August 21, 2035 | $ | 210,896 | 4 | $ | 112,840 | $ | 0 | N/A | |
| 6.150% Notes due 2037^†^^†^ | CUSIP: 36962G3A0<br> <br>ISIN: US36962G3A02 | August 7, 2037 | $ | 258,346 | 5 | $ | 59,583 | $ | 0 | N/A | |
| 5.875% Notes due 2038^†^^†^ | CUSIP: 36962G3P7<br> <br>ISIN: US36962G3P70 | January 14, 2038 | $ | 853,448 | 6 | $ | 291,753 | $ | 0 | N/A | |
| 6.875% Notes due 2039^†^^†^ | CUSIP: 36962G4B7<br> <br>ISIN: US36962G4B75 | January 10, 2039 | $ | 732,225 | 7 | $ | 269,166 | $ | 0 | N/A |
1
| Title of Security | Security Identifier(s) | ApplicableMaturity Date | PrincipalAmountOutstanding^^(thousands) | AcceptancePriority Level | Principal AmountTendered as of theEarly Participation Date*(thousands)* | Principal AmountAccepted forPurchase*(thousands)* | TotalConsideration^(1)^ | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 6.025% Notes due 2038***^†^^†^^†^^†^^†^ | CUSIP: —<br> <br>ISIN: XS0350890470 | March 1, 2038 | € | 484,697 | 8 | € | 122,639 | € | 0 | N/A | |
| 8.000% Notes due 2039***^†^^†^^†^^†^^†^^†^ | CUSIP: —<br> <br>ISIN: XS0408304995 | January 14, 2039 | £ | 80,222 | 9 | £ | 31,300 | £ | 0 | N/A | |
| 7.700% Notes due 2028^†^^†^^†^^†^^†^^†^^†^ | CUSIP: 81413PAG0<br> <br>ISIN: US81413PAG00 | June 15, 2028 | $ | 143,379 | 10 | $ | 24,107 | $ | 0 | N/A | |
| 4.500% Notes due 2044 | CUSIP: 369604BH5<br> <br>ISIN: US369604BH58 | March 11, 2044 | $ | 532,813 | 11 | $ | 164,802 | $ | 0 | N/A | |
| 7.500% Notes due 2027^†^^†^^†^^†^^†^^†^^†^^†^ | CUSIP: 869049AE6<br> <br>ISIN: US869049AE62 | December 1, 2027 | $ | 81,107 | 12 | $ | 1,072 | $ | 0 | N/A | |
| 4.350% Notes due 2050 | CUSIP: 369604BY8<br> <br>ISIN: US369604BY81 | May 1, 2050 | $ | 438,866 | 13 | $ | 111,496 | $ | 0 | N/A | |
| 5.625% Notes due 2031****^†^^†^ | CUSIP: —<br> <br>ISIN: XS0154681737 | September 16,<br>2031 | £ | 17,564 | 14 | £ | 16,860 | £ | 0 | N/A | |
| 5.375% Notes due 2040*****^†^^†^ | CUSIP: —<br> <br>ISIN: XS0182703743 | December 18,<br>2040 | £ | 46,474 | 15 | £ | 24,793 | £ | 0 | N/A | |
| 4.050% Notes due 2027^†^^†^^†^ | CUSIP: 36166NAH6<br> <br>ISIN: US36166NAH61 | May 15, 2027 | $ | 127,996 | 16 | $ | 28,961 | $ | 0 | N/A | |
| 4.250% Notes due 2040 | CUSIP: 369604BX0<br> <br>ISIN: US369604BX09 | May 1, 2040 | $ | 82,635 | 17 | $ | 26,373 | $ | 0 | N/A | |
| 4.125% Notes due 2035***^†^^†^ | CUSIP: —<br> <br>ISIN: XS0229567440 | September 19,<br>2035 | € | 750,000 | 18 | € | 299,030 | € | 0 | N/A | |
| 4.125% Notes due 2042 | CUSIP: 369604BF9<br> <br>ISIN: US369604BF92 | October 9, 2042 | $ | 249,604 | 19 | $ | 16,485 | $ | 0 | N/A | |
| 4.400% Notes due 2030^†^^†^^†^ | CUSIP: 36166NAJ2<br> <br>ISIN: US36166NAJ28 | May 15, 2030 | $ | 94,480 | 20 | $ | 37,936 | $ | 0 | N/A | |
| 3.450% Notes due 2025^†^^†^^†^ | CUSIP: 36166NAG8<br> <br>ISIN: US36166NAG88 | May 15, 2025 | $ | 297,434 | 21 | $ | 147,688 | $ | 0 | N/A | |
| 3.625% Notes due 2030 | CUSIP: 369604BW2<br> <br>ISIN: US369604BW26 | May 1, 2030 | $ | 197,655 | 22 | $ | 41,351 | $ | 0 | N/A | |
| 3.450% Notes due 2027 | CUSIP: 369604BV4<br> <br>ISIN: US369604BV43 | May 1, 2027 | $ | 179,937 | 23 | $ | 66,327 | $ | 0 | N/A | |
| 4.875% Notes due 2037***^†^^†^ | CUSIP: —<br> <br>ISIN: XS0229561831 | September 18,<br>2037 | £ | 231,637 | 24 | £ | 87,974 | £ | 0 | N/A | |
| Floating Rate Notes due 2036^†^^†^ | CUSIP: 36962GX74<br> <br>ISIN: US36962GX743 | August 15, 2036 | $ | 285,787 | 25 | $ | 41,516 | $ | 0 | N/A | |
| Floating Rate Notes due 2026^†^^†^ | CUSIP: 36962GW75<br> <br>ISIN: US36962GW752 | May 5, 2026 | $ | 901,687 | 26 | $ | 174,700 | $ | 0 | N/A | |
| 3.373% Notes due<br>2025**^†^ | CUSIPs: 36164NFG5 /<br>36164PFG0 /<br> 36164Q6M5<br>ISINs: US36164NFG51<br>/<br>US36164PFG00 /<br>US36164Q6M56 | November 15,<br>2025 | $ | 321,939 | 27 | $ | 98,442 | $ | 0 | N/A | |
| 5.550% Notes due 2026^†^^†^ | CUSIP: 36962GT95<br> <br>ISIN: US36962GT956 | January 5, 2026 | $ | 35,589 | 28 | $ | 17,328 | $ | 0 | N/A | |
| 5.250% Notes due 2028*****^†^^†^ | CUSIP: —<br> <br>ISIN: XS0096298822 | December 7, 2028 | £ | 91,919 | 29 | £ | 54,952 | £ | 0 | N/A | |
| 3.650% Notes due 2032***^†^^†^^†^^†^^†^ | CUSIP: —<br> <br>ISIN: XS0816246077 | August 23, 2032 | € | 290,000 | 30 | € | 86,092 | € | 0 | N/A | |
| 5.875% Notes due 2033***^†^^†^^†^^†^^†^^†^ | CUSIP: —<br> <br>ISIN: XS0340495216 | January 18, 2033 | £ | 650,000 | 31 | £ | 403,237 | £ | 0 | N/A | |
| 2.125% Notes due<br>2037*^†^^†^ | CUSIP: —<br> <br>ISIN: XS1612543394 | May 17, 2037 | € | 560,230 | 32 | € | 42,572 | € | 0 | N/A | |
| 6.250% Notes due 2038***^†^^†^^†^^†^^†^^†^ | CUSIP: —<br> <br>ISIN: XS0361336356 | May 5, 2038 | £ | 52,302 | 33 | £ | 10,281 | £ | 0 | N/A | |
| 1.875% Notes due 2027* | CUSIP: —<br> <br>ISIN: XS1238902057 | May 28, 2027 | € | 466,901 | 34 | € | 77,052 | € | 0 | N/A | |
| 1.500% Notes due 2029* | CUSIP: —<br> <br>ISIN: XS1612543121 | May 17, 2029 | € | 969,116 | 35 | € | 40,991 | € | 0 | N/A | |
| Floating Rate Notes due 2029******^†^^†^^†^^†^^†^ | CUSIP: —<br> <br>ISIN: XS0223460592 | June 29, 2029 | € | 104,411 | 36 | € | 2,350 | € | 0 | N/A | |
| 0.875% Notes due 2025* | CUSIP: —<br> <br>ISIN: XS1612542826 | May 17, 2025 | € | 772,822 | 37 | € | 132,866 | € | 0 | N/A | |
| 4.625% Notes due 2027***^†^^†^^†^^†^^†^ | CUSIP: —<br> <br>ISIN: XS0288429532 | February 22, 2027 | € | 279,800 | 38 | € | 61,200 | € | 0 | N/A |
2
| * | Listed on the New York Stock Exchange. |
|---|---|
| ** | Admitted to trading on the Regulated Market of Euronext Dublin. |
| --- | --- |
| *** | Admitted to trading on the Regulated Market of the London Stock Exchange. |
| --- | --- |
| **** | Admitted to trading on the Regulated Market of the Luxembourg Stock Exchange. |
| --- | --- |
| ***** | Admitted to trading on the Regulated Market of the London Stock Exchange and the Luxembourg Stock Exchange.<br> |
| --- | --- |
| ****** | Admitted to trading on the Regulated Market of the Luxembourg Stock Exchange and Euronext Dublin.<br> |
| --- | --- |
| † | Originally issued by General Electric Capital Services, Inc. |
| --- | --- |
| †† | Issued by GE Capital International Funding Company Unlimited Company (formerly known as GE Capital<br>International Funding Company). |
| --- | --- |
| ††† | Originally issued by General Electric Capital Corporation. |
| --- | --- |
| †††† | Issued by GE Capital European Funding Company Unlimited Company (formerly known as GE Capital European<br>Funding). |
| --- | --- |
| ††††† | Issued by GE Capital UK Funding Company Unlimited Company (formerly known as GE Capital UK Funding).<br> |
| --- | --- |
| †††††† | Issued by Security Capital Group Incorporated. |
| --- | --- |
| ††††††† | Issued by GE Capital Funding, LLC. |
| --- | --- |
| †††††††† | Issued by Security Capital Group Incorporated (as successor to SUSA Partnership, L.P.). |
| --- | --- |
| (1) | The Total Consideration payable for each series of Fixed Spread Securities (as defined in the Offer to<br>Purchase) 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 GE, which is calculated using<br>the applicable Fixed Spread set forth in our press release dated November 23, 2022, and when calculated in such a manner already includes the applicable Early Participation Amount (as defined below). The applicable Total Consideration payable<br>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<br>purchase by GE, as set forth above. In addition, holders of Securities (the “Holders”) whose Securities were accepted for purchase will also receive any accrued and unpaid interest on such Securities from, and including, the most recent<br>interest payment date prior to the Early Payment Date (as defined below) up to, but not including, the Early Payment Date. |
| --- | --- |
The Tender Offer was made upon the terms and subject to the conditions set forth in the offer to purchase, dated November 8, 2022 (as it may be amended or supplemented from time to time, the “Offer to Purchase”). Capitalized terms used but not defined in this announcement have the meanings given to them in the Offer to Purchase.
As previously announced, the applicable “Total Consideration” payable for each series of Fixed Spread Securities per $1,000, £1,000 or €1,000 principal amount of such series of Fixed Spread Securities included in the Tender Offer was determined based upon the “Reference Yield” set forth in our press release dated November 23, 2022. The applicable “Total Consideration” for each series of Securities includes an early participation amount of $50 per $1,000 principal amount of the Securities denominated in U.S. dollars, £50 per £1,000 principal amount of the Securities denominated in Pounds Sterling, or €50 per €1,000 principal amount of the Securities denominated in Euros, as applicable (the “Early Participation Amount”). See the Offer to Purchase for additional information.
Withdrawal rights for the Tender Offer expired at 5:00 p.m., New York City time, on November 22, 2022, and have not been extended. The “Early Payment Date” for the Tender Offer is December 2, 2022 and the “Expiration Date” is 11:59 p.m., New York City time, on December 7, 2022, unless extended or earlier terminated by GE. Consummation of the Tender Offer is subject to certain conditions (as described in the Offer to Purchase). Given that the aggregate purchase price of the Securities validly tendered in the Tender Offer prior to the Early Participation Date exceeds the Total Maximum Amount, GE will not accept any further tenders of such Securities.
GE has retained BofA Securities, Merrill Lynch International and Morgan Stanley & Co. LLC to act as the Global Coordinators and along with BNP Paribas Securities Corp., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Goldman Sachs International to act as the Lead Dealer Managers, Deutsche Bank Securities Inc., Deutsche Bank AG, London Branch, HSBC Securities (USA) Inc., J.P.
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Morgan Securities LLC, Mizuho Securities USA LLC, MUFG Securities Americas Inc., and SMBC Nikko Securities America, Inc. to act as the Senior Co-Dealer Managers, and Blaylock Van, LLC and Mischler Financial Group, Inc. to act as the Co-Dealer Managers in connection with the Tender Offer (collectively, the “Dealer Managers”). Questions regarding terms and conditions of the Tender Offer should be directed to BofA Securities at +1 (888) 292-0070 (toll free) or +1 (980) 683-3215 (collect), to Merrill Lynch International at +44 20 7996 5420 (collect), 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 and tender agent with respect to the Tender Offer (the “Information and Tender Agent”). The Offer to Purchase can be accessed at the Tender Offer website: http://www.dfking.com/ge. Questions or requests for assistance in connection with the tendering procedures for the Securities in the Tender Offer or for additional copies of the Offer to Purchase may be directed to the Information and Tender Agent at +1 (800) 714-3312 (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 or trust company or other nominee for assistance concerning the Tender Offer.
GE reserves the right, in its sole discretion, not to purchase any Securities or to extend, re-open, withdraw orterminate the Tender Offer and to amend or waive any of the terms and conditions of the Tender Offer in any manner, subject to applicable laws and regulations.
Unless stated otherwise, announcements in connection with the Tender Offer will be made available on GE’s website at www.genewsroom.com. Suchannouncements 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 beobtained 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 Informationand Tender Agent for the relevant announcements relating to the Tender Offer. In addition, all documentation relating to the Tender Offer, 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 Offer. 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 Offer. 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 makes any recommendation as to whether or not Holders should tender their Securities in the Tender Offer.
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 Offer 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
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providing any protections which would be afforded to its clients or for providing advice in relation to the Tender Offer, 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 Offer and which is not otherwise publicly available.
General
This announcement is for informational purposes only. The Tender Offer was 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 Offer 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 Offer 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 Offer 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 and 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 entities, 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.
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Each Holder participating in the Tender Offer 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 Offer from a Holder that is unable to make these representations will not be accepted. Each of GE, the Subsidiary Issuers, the Dealer Managers and 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 Offer, 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 events that by their nature address matters that are, to different degrees, uncertain. For details on the uncertainties that may cause our actual future results to be materially different than those expressed in our forward-looking statements, including (1) our success in executing and completing asset dispositions or other transactions, including our planned spin-offs of GE HealthCare and our portfolio of energy businesses that are planned to be combined as GE Vernova (Renewable Energy, Power, Digital and Energy Financial Services), and sales of our equity interests in Baker Hughes Company (Baker Hughes) and AerCap Holdings N.V. (AerCap) and our expected equity interest in GE HealthCare after its spin-off, the timing of closing for such transactions, the ability to satisfy closing conditions, and the expected proceeds, consideration and benefits to GE; (2) changes in macroeconomic and market conditions and market volatility, including impacts related to the COVID-19 pandemic, risk of recession, inflation, supply chain constraints or disruptions, rising interest rates, the value of securities and other financial assets (including our equity ownership positions in Baker Hughes and AerCap, and expected equity interest in GE HealthCare after its spin-off), oil, natural gas and other commodity prices and exchange rates, and the impact of such changes and volatility on our business operations, financial results and financial position and (3) our de-leveraging and capital allocation plans, including with respect to actions to reduce our indebtedness, the capital structures of the three public companies that we plan to form from our businesses, the timing and amount of dividends, share repurchases, organic investments, and other priorities, see https://www.ge.com/investor-relations/important-forward-looking-statement-information, as well as our SEC filings. We do not undertake to update our forward-looking statements.
About GE
GE (NYSE:GE) rises to the challenge of building a world that works. For more than 130 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 Investor Contact
Steve Winoker, 617.443.3400
swinoker@ge.com
GE Media Contact
Whitney Mercer, 857.303.3079
whitney.mercer@ge.com
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