General Electric Company (NYSE:GE) and GE Capital Funding, LLC (“GECF”) today commenced an offer to exchange (the “Exchange Offer”) any and all of GECF’s $1,350,000,000 in aggregate principal amount of outstanding 3.450% Notes due 2025 (the “2025 Outstanding Notes”), $1,000,000,000 in aggregate principal amount of outstanding 4.050% Notes due 2027 (the “2027 Outstanding Notes”), $2,900,000,000 in aggregate principal amount of outstanding 4.400% Notes due 2030 (the “2030 Outstanding Notes”) and $750,000,000 in aggregate principal amount of outstanding 4.550% Notes due 2032 (the “2032 Outstanding Notes” and, together with the 2025 Outstanding Notes, 2027 Outstanding Notes and 2030 Outstanding Notes, the “Outstanding Notes”), for an equal amount of the applicable series of its registered 3.450% Notes due 2025 (the “2025 Exchange Notes”), 4.050% Notes due 2027 (the “2027 Exchange Notes’), 4.400% Notes due 2030 (the “2030 Exchange Notes”) and 4.550% Notes due 2032 (the “2032 Exchange Notes” and, together with the 2025 Exchange Notes, 2027 Exchange Notes and 2030 Exchange Notes, the “Exchange Notes” and, together with the Outstanding Notes, the “Notes”). The Outstanding Notes are, and the Exchange Notes will be, fully and unconditionally guaranteed by GE.
The terms of the Exchange Notes are identical in all material respects to those of the applicable series of the Outstanding Notes, except that the Exchange Notes have been registered under the Securities Act of 1933, as amended, and the transfer restrictions, restrictive legends, registration rights and additional interest provisions relating to the Original Notes do not apply to the Exchange Notes. The purpose of the Exchange Offer is to fulfill the obligations of GE and GECF under the registration rights agreements entered into in connection with the issuance of the Outstanding Notes. Neither GE nor GECF will receive any proceeds from the Exchange Offer.
The Exchange Offer will expire at 5:00 p.m. Eastern Standard Time (EST) on May 5, 2021, unless extended (such date and time, as may be extended, the “Expiration Date”). The settlement date for the Exchange Offer will occur promptly following the Expiration Date. The terms of the Exchange Offer and other information relating to GE, GECF and the Exchange Notes are set forth in a prospectus dated April 7, 2021, a copy of which has been filed with the Securities and Exchange Commission. GE and GECF have not authorized any person to provide information other than as set forth in the prospectus.
Copies of the prospectus and the related letter of transmittal governing the Exchange Offer can be obtained from the exchange agent, The Bank of New York Mellon, at its address below:
The Bank of New York Mellon, as Exchange Agent
c/o BNY Mellon
Corporate Trust Operations- Reorganization Unit
111 Sanders Creek Parkway
East Syracuse, NY 13057
Attn: Tiffany Castor
This announcement is for informational purposes only. This announcement is not an offer to sell or a solicitation of an offer to purchase any Notes or any other securities of GE or any of its subsidiaries. The Exchange Offer is being made solely pursuant to the prospectus dated April 7, 2021, including any supplements thereto, and only to such persons and in such jurisdictions as is permitted under applicable law.
Special Note Regarding Forward-Looking Statements
This announcement contains “forward-looking statements”—that is, statements related to future, not past, events. In this context, 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, such as statements about the consummation of the Exchange Offer. Uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, but are not limited to, the failure or inability to consummate the Exchange Offer in a timely manner or at all, the failure or inability to make or take any filing or other action required to consummate the Exchange Offer in a timely manner or at all, and changes in market conditions. These or other uncertainties may cause our actual future results to be materially different from those expressed in our forward-looking statements.
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