Date of Report (Date of earliest event reported) September 21, 2015
|
||||||||
General Electric Capital Corporation
|
||||||||
(Exact name of registrant as specified in its charter)
|
||||||||
Delaware
|
001-06461
|
13-1500700
|
||||||
(State or other jurisdiction
of incorporation)
|
(Commission
File Number)
|
(IRS Employer
Identification No.)
|
||||||
901 Main Avenue, Norwalk, Connecticut
|
06851-1168
|
|||||||
(Address of principal executive offices)
|
(Zip Code)
|
|||||||
Registrant’s telephone number, including area code (203) 840-6300
|
||||||||
(Former name or former address, if changed since last report)
|
☐
|
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))
|
·
|
obtaining (or the timing of obtaining) any required regulatory reviews or approvals or any other consents or approvals associated with GE’s announced plan to reduce the size of its financial services businesses;
|
·
|
our ability to complete incremental asset sales as part of that plan in a timely manner (or at all) and at the prices we have assumed;
|
·
|
changes in law, economic and financial conditions, including interest and exchange rate volatility, commodity and equity prices and the value of financial assets, including the impact of these conditions on our ability to sell or the value of incremental assets to be sold as part of GE’s announced plan to reduce the size of its financial services businesses as well as other aspects of that plan;
|
·
|
the impact of conditions in the financial and credit markets on the availability and cost of GECC’s funding, GECC’s exposure to counterparties and GECC’s ability to reduce asset levels as planned;
|
·
|
the impact of conditions in the housing market and unemployment rates on the level of commercial and consumer credit defaults;
|
·
|
pending and future mortgage loan repurchase claims and other litigation claims in connection with WMC, which may affect our estimates of liability, including possible loss estimates;
|
·
|
our ability to maintain our current credit rating and the impact on our funding costs and competitive position if we do not do so;
|
·
|
GECC’s ability to pay dividends to GE at the planned level, which may be affected by GECC’s cash flows and earnings, financial services regulation and oversight, and other factors;
|
·
|
the level of demand and financial performance of the major industries and customers GE serves;
|
·
|
the effectiveness of our risk management framework;
|
·
|
the impact of regulation and regulatory, investigative and legal proceedings and legal compliance risks, including the impact of financial services regulation and litigation;
|
·
|
adverse market conditions, timing of and ability to obtain required bank regulatory approvals, or other factors relating to GE or Synchrony Financial that could prevent GE from completing the Synchrony Financial split-off as planned;
|
·
|
our success in completing, including obtaining regulatory approvals for, announced transactions, such as GE’s announced plan to reduce the size of its financial services business;
|
·
|
our success in integrating acquired businesses and operating joint ventures;
|
·
|
the impact of potential information technology or data security breaches;
|
·
|
our actual division of U.S. and international assets, which may not occur as expected; and
|
·
|
the other factors that are described in “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2014.
|
General Electric Capital Corporation
|
|||
(Registrant)
|
|||
Date: September 21, 2015
|
/s/ Daniel C. Janki
|
||
Daniel C. Janki
Senior Vice President, Corporate Treasury and Global Funding Operation
|
● |
The aggregate principal amount of New Notes that may be issued in the Exchange Offers is $30 billion.
|
● |
The aggregate principal amount of 2016 New Notes (as defined below) that may be issued in the 2016 Market Value Exchange Offers is $15 billion (the “2016 New Notes Cap”).
|
● |
The aggregate principal amount of New Market Notes that may be issued in the 2020/2025/2035 Market Value Exchange Offers is $30 billion less the aggregate principal amount of any 2016 New Notes issued in the 2016 Market Value Exchange Offers (the “2020/2025/2035 New Notes Cap”).
|
● |
The aggregate principal amount of New Par Notes that may be issued in the Par for Par Exchange Offers is $30 billion less the aggregate principal amount of any New Notes issued in the Market Value Exchange Offers (the “Par for Par Cap”).
|
● |
first, in the 2016 Market Value Exchange Offers, on a pro rata basis subject to the 2016 New Notes Cap;
|
● |
second, in the 2020/2025/2035 Market Value Exchange Offers, on a pro rata basis subject to the 2020/2025/2035 New Notes Cap; and
|
● |
third, in the Par for Par Exchange Offers, subject to the Par for Par Cap (in order of the Acceptance Priority Level of each series or tranche as set forth in the “Exchange Offers Summary Tables” below).
|
Old Notes: Currency/Maturity
|
Outstanding Principal Amount (billions USD equivalent)
|
→
|
New Notes
|
2016 Market Value Exchange Offers
(2016 New Notes subject to cap of $15 billion)
(Tenders accepted on a pro rata basis)
|
|||
USD (2019-2021)
(8 notes)
|
$16.7
|
→
|
New six-month fixed-rate with same currency (the “2016 USD New Notes” and “2016 GBP New Notes” and together, the “2016 New Notes”)
|
USD (2022-2024)
(3 notes)
|
$5.5
|
||
USD Fixed-Rate (2016-2020)
(19 notes)
|
$22.7
|
||
USD Floating-Rate (2016-2020)
(10 notes)
|
$6.5
|
||
Other Select USD
(4 notes)
|
$1.8
|
||
GBP
(5 notes)
|
$3.6
|
||
Total
|
$56.7
|
||
2020/2025/2035 Market Value Exchange Offers
(2020 New Notes, 2025 New Notes and 2035 New Notes subject to cap of $30 billion less principal amount of 2016 New Notes)
(Tenders accepted on a pro rata basis)
|
|||
USD (2019-2021)
(8 notes)
|
$16.7
|
→
|
New USD 5-year fixed-rate (the “2020 New Notes”)
|
USD (2022-2024)
(3 notes)
|
$5.5
|
→
|
New USD 10-year fixed-rate (the “2025 New Notes”)
|
USD (2032-2039)
(4 notes)
|
$17.4
|
→
|
New USD 20-year fixed-rate (the “2035 New Notes”)
|
Total
|
$39.5
|
||
Par for Par Exchange Offers
(New Par Notes subject to cap of $30 billion less principal amount of New Market Notes)
(Tenders accepted in order of the Acceptance Priority Levels specified in the tables below)
|
|||
Hybrids
(5 notes/corresponding trust preferred securities)
|
$6.8
|
→
|
Same currency, interest rate and maturity
Total Exchange Consideration includes a cash payment specified below for each series or tranche
|
USD (2032-2039)
(4 notes)
|
$17.4
|
||
USD (2022-2024)
(3 notes)
|
$5.5
|
||
USD (2019-2021)
(8 notes)
|
$16.7
|
||
USD Fixed-Rate (2016-2020)
(19 notes)
|
$22.7
|
||
USD Floating-Rate (2016-2020)
(10 notes)
|
$6.5
|
||
Other USD and Non-USD
(including Other Select USD and GBP)
(74 notes)
|
$24.9
|
||
Total
|
$100.4
|
Exchange Offer Yield |
Hypothetical Total
Exchange
Consideration(3)(4)(5)
|
|||||||||||||||||
Title of Old Notes
|
CUSIP Number
|
ISIN
|
Principal
Amount
Outstanding
(millions)
|
New Notes(1)
|
Reference U.S.
Treasury Security(2)
|
Fixed Spread
(basis points)
|
New Notes
|
|||||||||||
6.000% Aug 2019
|
36962G4D3 |
US36962G4D32
|
$2,000 |
2016 USD New Notes
|
1.375% Aug 2020
|
+5 | $1,158.73 | |||||||||||
2.200% Jan 2020
|
36962G7M0 |
US36962G7M04
|
$2,000 |
2016 USD New Notes
|
1.375% Aug 2020
|
+5 | $1,021.77 | |||||||||||
5.500% Jan 2020
|
36962G4J0 |
US36962G4J02
|
$2,000 |
2016 USD New Notes
|
1.375% Aug 2020
|
+20 | $1,148.95 | |||||||||||
5.550% May 2020
|
36962G2T0 |
US36962G2T02
|
$1,100 |
2016 USD New Notes
|
1.375% Aug 2020
|
+40 | $1,152.71 | |||||||||||
4.375% Sept 2020
|
36962G4R2 |
US36962G4R28
|
$2,150 |
2016 USD New Notes
|
1.375% Aug 2020
|
+45 | $1,107.56 | |||||||||||
4.625% Jan 2021
|
36962G4Y7 |
US36962G4Y78
|
$2,250 |
2016 USD New Notes
|
1.375% Aug 2020
|
+50 | $1,123.63 | |||||||||||
5.300% Feb 2021#
|
369622SM8
|
US369622SM84
|
$2,000 |
2016 USD New Notes
|
1.375% Aug 2020
|
+70 | $1,148.58 | |||||||||||
4.650% Oct 2021
|
36962G5J9 |
US36962G5J92
|
$3,150 |
2016 USD New Notes
|
1.375% Aug 2020
|
+80 | $1,124.48 | |||||||||||
#
|
Subordinated notes. New Notes issued in exchange for the subordinated notes will be senior obligations.
|
(1)
|
The 2016 USD New Notes will mature on April 15, 2016 and will bear interest at the rate per annum equal to the sum of: (a) the yield of the Eurodollar Synthetic Forward Rate from two business days after the Price Determination Date (as defined below) to the maturity date of the 2016 USD New Notes appearing at the Price Determination Date on the EDSF page displayed on the Bloomberg Pricing Monitor, or any other recognized quotation source selected by the lead dealer managers in their sole discretion if such quotation report is not available or manifestly erroneous, plus (b) 60 basis points, such sum rounded to the third decimal place when expressed as a percentage.
|
(2)
|
The reference page for the bid-side price of the Reference U.S. Treasury Security at the Price Determination Date will be Bloomberg Reference Page FIT1.
|
(3)
|
Per $1,000 principal amount of Old Notes accepted for exchange.
|
(4)
|
The Exchange Consideration for each $1,000 principal amount of Old Notes tendered after the Early Participation Date and at or prior to the Expiration Date and accepted for exchange will be New Notes in a principal amount equal to the applicable Total Exchange Consideration minus $50.
|
(5)
|
Represents a hypothetical pricing example in the case of fixed-rate Old Notes tendered in exchange for 2016 USD New Notes (based on the formula set forth in the Offer to Exchange), using for this purpose the fixed spread for the applicable Old Notes to the yield of the bid-side price of the Reference U.S. Treasury Security at 11:00 a.m. (New York City time) (4:00 p.m. (London time)) on September 17, 2015. The hypothetical pricing examples above are for illustrative purposes only. The actual consideration paid may be greater or less than those shown in the table above depending on the bid-side price of the applicable Reference U.S. Treasury Security as of the Price Determination Date.
|
Exchange Offer Yield |
Hypothetical Total
Exchange
Consideration(3)(4)(5)
|
|||||||||||||||||
Title of Old Notes
|
CUSIP Number
|
ISIN
|
Principal Amount Outstanding (millions)
|
New Notes(1)
|
Reference U.S.
Treasury Security(2)
|
Fixed
Spread
(basis
points)
|
New Notes
|
|||||||||||
3.150% Sept 2022
|
36962G6F6 |
US36962G6F61
|
$2,000 |
2016 USD New Notes
|
2.000% Aug 2025
|
+30 | $1,035.56 | |||||||||||
3.100% Jan 2023
|
36962G6S8 |
US36962G6S82
|
$2,500 |
2016 USD New Notes
|
2.000% Aug 2025
|
+35 | $1,030.57 | |||||||||||
3.450% May 2024
|
36962G7K4 |
US36962G7K48
|
$1,000 |
2016 USD New Notes
|
2.000% Aug 2025
|
+55 | $1,045.50 | |||||||||||
(1)
|
The 2016 USD New Notes will mature on April 15, 2016 and will bear interest at the rate per annum equal to the sum of: (a) the yield of the Eurodollar Synthetic Forward Rate from two business days after the Price Determination Date to the maturity date of the 2016 USD New Notes appearing at the Price Determination Date on the EDSF page displayed on the Bloomberg Pricing Monitor, or any other recognized quotation source selected by the lead dealer managers in their sole discretion if such quotation report is not available or manifestly erroneous, plus (b) 60 basis points, such sum rounded to the third decimal place when expressed as a percentage.
|
(2)
|
The reference page for the bid-side price of the Reference U.S. Treasury Security at the Price Determination Date will be Bloomberg Reference Page FIT1.
|
(3)
|
Per $1,000 principal amount of Old Notes accepted for exchange.
|
(4)
|
The Exchange Consideration for each $1,000 principal amount of Old Notes tendered after the Early Participation Date and at or prior to the Expiration Date and accepted for exchange will be New Notes in a principal amount equal to the applicable Total Exchange Consideration minus $50.
|
(5)
|
Represents a hypothetical pricing example in the case of fixed-rate Old Notes tendered in exchange for 2016 USD New Notes (based on the formula set forth in the Offer to Exchange), using for this purpose the fixed spread for the applicable Old Notes to the yield of the bid-side price of the Reference U.S. Treasury Security at 11:00 a.m. (New York City time) (4:00 p.m. (London time)) on September 17, 2015. The hypothetical pricing examples above are for illustrative purposes only. The actual consideration paid may be greater or less than those shown in the table above depending on the bid-side price of the applicable Reference U.S. Treasury Security as of the Price Determination Date.
|
USD Fixed-Rate (2016-2020): Market Value Exchange for 2016 USD New Notes
|
Exchange Offer Yield
|
(Hypothetical) Total
Exchange
Consideration(3)(4)(5 )
|
||||||||||||||||||
Title of Old Notes
|
CUSIP Number
|
ISIN
|
Principal Amount Outstanding (millions)
|
New Notes(1)
|
Reference U.S.
Treasury Security(2)
|
Fixed
Spread
(basis
points)
|
New Notes
|
||||||||||||
1.500% Jul 2016
|
36962G6Z2 |
US36962G6Z26
|
$1,250 |
2016 USD New Notes
|
0.625% Aug 2017
|
-70 | $1,009.96 | ||||||||||||
1.450% Aug 2016
|
36962G7B4 |
US36962G7B49
|
$250 |
2016 USD New Notes
|
0.625% Aug 2017
|
-70 | $1,010.31 | ||||||||||||
4.575% Aug 2037
|
36962G6E9 |
US36962G6E96
|
$100 |
2016 USD New Notes
|
0.625% Aug 2017
|
-75 | $1,037.46 | ||||||||||||
3.350% Oct 2016
|
36962G5H3 |
US36962G5H37
|
$1,250 |
2016 USD New Notes
|
0.625% Aug 2017
|
-75 | $1,032.17 | ||||||||||||
5.375% Oct 2016
|
36962GY40
|
US36962GY402
|
$1,100 |
2016 USD New Notes
|
0.625% Aug 2017
|
-55 | $1,050.31 | ||||||||||||
2.900% Jan 2017
|
36962G5N0 |
US36962G5N05
|
$1,425 |
2016 USD New Notes
|
0.625% Aug 2017
|
-55 | $1,031.82 | ||||||||||||
5.400% Feb 2017
|
36962G2G8 |
US36962G2G80
|
$1,500 |
2016 USD New Notes
|
0.625% Aug 2017
|
-30 | $1,063.56 | ||||||||||||
2.450% Mar 2017
|
36962G5S9 |
US36962G5S91
|
$500 |
2016 USD New Notes
|
0.625% Aug 2017
|
-25 | $1,026.21 | ||||||||||||
1.250% May 2017
|
36962G7J7 |
US36962G7J74
|
$1,000 |
2016 USD New Notes
|
0.625% Aug 2017
|
-50 | $1,013.88 | ||||||||||||
2.300% Apr 2017
|
36962G5W0 |
US36962G5W04
|
$2,000 |
2016 USD New Notes
|
0.625% Aug 2017
|
-35 | $1,027.69 | ||||||||||||
5.625% Sep 2017
|
36962G3H5 |
US36962G3H54
|
$3,000 |
2016 USD New Notes
|
0.625% Aug 2017
|
0 | $1,090.15 | ||||||||||||
1.600% Nov 2017
|
36962G6K5 |
US36962G6K56
|
$1,000 |
2016 USD New Notes
|
0.625% Aug 2017
|
+10 | $1,014.32 | ||||||||||||
1.625% Apr 2018
|
36962G6W9 |
US36962G6W94
|
$1,500 |
2016 USD New Notes
|
1.000% Sep 2018
|
0 | $1,012.16 | ||||||||||||
5.625% May 2018
|
36962G3U6 |
US36962G3U65
|
$4,000 |
2016 USD New Notes
|
1.000% Sep 2018
|
+15 | $1,107.49 |
Exchange Offer Yield
|
(Hypothetical) Total
Exchange
Consideration(3)(4)(5 )
|
||||||||||||||||||
Title of Old Notes
|
CUSIP Number
|
ISIN
|
Principal Amount Outstanding (millions)
|
New Notes(1)
|
Reference U.S.
Treasury Security(2)
|
Fixed
Spread
(basis points)
|
New Notes
|
4.700% May 2053(5)
|
369622394 |
US3696223946
|
$750 |
2016 USD New Notes
|
— | — | $1,020.00 | ||||||||||||
2.300% Jan 2019
|
36962G7G3 |
US36962G7G36
|
$1,000 |
2016 USD New Notes
|
1.375% Aug 2020
|
-5 | $1,023.40 | ||||||||||||
3.800% Jun 2019##
|
369668AA6
|
US369668AA67
|
$700 |
2016 USD New Notes
|
1.375% Aug 2020
|
+20 | $1,070.19 | ||||||||||||
5.260% Nov 2019
|
36962GM43
|
US36962GM431
|
$75 |
2016 USD New Notes
|
1.375% Aug 2020
|
+60 | $1,118.20 | ||||||||||||
3.250% Aug 2020
|
36962G7C2 |
US36962G7C22
|
$250 |
2016 USD New Notes
|
1.375% Aug 2020
|
+65 | $1,044.87 | ||||||||||||
##
|
Issuer is GECC and formerly included LJ VP Holdings LLC (JV Penske), an affiliate of GECC, as Co-Issuer.
|
(1)
|
The 2016 USD New Notes will mature on April 15, 2016 and will bear interest at the rate per annum equal to the sum of: (a) the yield of the Eurodollar Synthetic Forward Rate from two business days after the Price Determination Date to the maturity date of the 2016 USD New Notes appearing at the Price Determination Date on the EDSF page displayed on the Bloomberg Pricing Monitor, or any other recognized quotation source selected by the lead dealer managers in their sole discretion if such quotation report is not available or manifestly erroneous, plus (b) 60 basis points, such sum rounded to the third decimal place when expressed as a percentage.
|
(2)
|
The reference page for the bid-side price of the Reference U.S. Treasury Security at the Price Determination Date will be Bloomberg Reference Page FIT1.
|
(3)
|
Per $1,000 principal amount of Old Notes accepted for exchange.
|
(4)
|
The Exchange Consideration for each $1,000 principal amount of Old Notes tendered after the Early Participation Date and at or prior to the Expiration Date and accepted for exchange will be New Notes in a principal amount equal to the applicable Total Exchange Consideration minus $50.
|
(5)
|
Represents a hypothetical pricing example in the case of Old Notes (except in the case of 4.700% Notes due May 2053) tendered in exchange for 2016 USD New Notes (based on the formula set forth in the Offer to Exchange), using for this purpose the fixed spread for the applicable Old Notes to the yield of the bid-side price of the Reference U.S. Treasury Security at 11:00 a.m. (New York City time) (4:00 p.m. (London time)) on September 17, 2015. The hypothetical pricing examples above are for illustrative purposes only. The actual consideration paid may be greater or less than those shown in the table above depending on the bid-side price of the applicable Reference U.S. Treasury Security as of the Price Determination Date. In the case of 4.700% Notes due May 2053, reflects the actual Total Exchange Consideration offered for each $1,000 principal amount of Old Notes tendered and is not based on the formula set forth in the Offer to Exchange.
|
USD Floating Rate (2016-2020): Market Value Exchange for 2016 USD New Notes
|
Total Exchange Consideration(3)(4)
|
||||||||||||||
Title of Old Notes(1)
|
CUSIP Number
|
ISIN
|
Principal Amount Outstanding (millions)
|
New Notes(2)
|
New Notes
|
|||||||||
FRNs Jul 2016
|
36967FAC5
|
US36967FAC59
|
$695 |
2016 USD New Notes
|
$1,010.00 | |||||||||
FRNs Jul 2016
|
36962G7A6 |
US36962G7A65
|
$1,600 |
2016 USD New Notes
|
$1,012.50 | |||||||||
FRNs Jan 2017
|
36967FAB7
|
US36967FAB76
|
$2,000 |
2016 USD New Notes
|
$1,010.00 | |||||||||
FRNs May 2017
|
36962G7H1 |
US36962G7H19
|
$500 |
2016 USD New Notes
|
$1,010.00 | |||||||||
F-FRNs May 2017
|
36962G5Y6 |
US36962G5Y69
|
$100 |
2016 USD New Notes
|
$1,022.50 | |||||||||
F-FRNs Aug 2017
|
36962G6B5 |
US36962G6B57
|
$100 |
2016 USD New Notes
|
$1,030.00 | |||||||||
F-FRNs Dec 2017
|
36962G6L3 |
US36962G6L30
|
$100 |
2016 USD New Notes
|
$1,012.50 | |||||||||
FRNs Apr 2018
|
36962G6X7 |
US36962G6X77
|
$400 |
2016 USD New Notes
|
$1,020.00 | |||||||||
FRNs Jan 2019
|
36962G7F5 |
US36962G7F52
|
$500 |
2016 USD New Notes
|
$1,007.50 | |||||||||
FRNs Jan 2020
|
36967FAA9
|
US36967FAA93
|
$500 |
2016 USD New Notes
|
$1,017.50 | |||||||||
(1)
|
We refer to floating-rate notes as FRNs and fixed to floating-rate notes as F-FRNs.
|
(2)
|
The 2016 USD New Notes will mature on April 15, 2016 and will bear interest at the rate per annum equal to the sum of: (a) the yield of the Eurodollar Synthetic Forward Rate from two business days after the Price Determination Date to the maturity date of the 2016 USD New Notes appearing at the Price Determination Date on the EDSF page displayed on the Bloomberg Pricing Monitor, or any other recognized quotation source selected by the lead dealer managers in their sole discretion if such quotation report is not available or manifestly erroneous, plus (b) 60 basis points, such sum rounded to the third decimal place when expressed as a percentage.
|
(3)
|
Per $1,000 principal amount of Old Notes accepted for exchange.
|
(4)
|
The Exchange Consideration for each $1,000 principal amount of Old Notes tendered after the Early Participation Date and at or prior to the Expiration Date and accepted for exchange will be New Notes in a principal amount equal to the applicable Total Exchange Consideration minus $50.
|
Exchange Offer Yield
|
(Hypothetical) Total
Exchange
Consideration(4)(5)(6)
|
|||||||||||||||||||
Title of Old Notes(1)
|
CUSIP Number
|
ISIN
|
Principal Amount Outstanding (millions)
|
New Notes(2)
|
Reference U.S. Treasury Security(3)
|
Fixed Spread
(basis points)
|
New Notes
|
|||||||||||||
1.250% Nov 2016
|
— |
XS0856562797
|
$300 |
2016 USD New Notes
|
0.625% Aug 2017
|
-45 | $1,009.60 | |||||||||||||
4.625% Jan 2043
|
— |
XS0880289292
|
$700 |
2016 USD New Notes
|
1.000% Sep 2018
|
+360 | $997.98 | |||||||||||||
5.550% Jan 2026
|
36962GT95
|
US36962GT956
|
$500 |
2016 USD New Notes
|
2.000% Aug 2025
|
+140 | $1,157.58 | |||||||||||||
7.500% Aug 2035#
|
36959CAA6
|
US36959CAA62
|
$300 |
2016 USD New Notes
|
3.000% May 2045
|
+120 | $1,428.08 | |||||||||||||
#
|
Subordinated notes. New Notes issued in exchange for the subordinated notes will be senior obligations. The 7.500% Old Notes due August 21, 2035 already benefit from a senior guarantee provided by GE.
|
(1)
|
We refer to floating-rate notes as FRNs.
|
(2)
|
The 2016 USD New Notes will mature on April 15, 2016 and will bear interest at the rate per annum equal to the sum of: (a) the yield of the Eurodollar Synthetic Forward Rate from two business days after the Price Determination Date to the maturity date of the 2016 USD New Notes appearing at the Price Determination Date on the EDSF page displayed on the Bloomberg Pricing Monitor, or any other recognized quotation source selected by the lead dealer managers in their sole discretion if such quotation report is not available or manifestly erroneous, plus (b) 60 basis points, such sum rounded to the third decimal place when expressed as a percentage.
|
(3)
|
The reference page for the bid-side price of the Reference U.S. Treasury Security at the Price Determination Date will be Bloomberg Reference Page FIT1.
|
(4)
|
Per $1,000 principal amount of Old Notes accepted for exchange.
|
(5)
|
The Exchange Consideration for each $1,000 principal amount of Old Notes tendered after the Early Participation Date and at or prior to the Expiration Date and accepted for exchange will be New Notes in a principal amount equal to the applicable Total Exchange Consideration minus $50.
|
(6)
|
Represents a hypothetical pricing example in the case of fixed-rate Old Notes tendered in exchange for 2016 USD New Notes (based on the formula set forth in the Offer to Exchange), using for this purpose the fixed spread for the applicable Old Notes to the yield of the bid-side price of the Reference U.S. Treasury Security at 11:00 a.m. (New York City time)) (4:00 p.m. (London time)) on September 17, 2015. The hypothetical pricing examples above are for illustrative purposes only. The actual consideration paid may be greater or less than those shown in the table above depending on the bid-side price of the applicable Reference U.S. Treasury Security as of the Price Determination Date.
|
GBP: Market Value Exchange for 2016 GBP New Notes
|
Exchange Offer Yield
|
Hypothetical Total
Exchange
Consideration(4)(5)(6)
|
|||||||||||||||||||||||
Title of Old Notes
|
CUSIP Number
|
ISIN
|
Principal Amount Outstanding (millions)
|
New Notes(1)(2)
|
Reference U.K. Gilt Security(3)
|
Fixed Spread
(basis points)
|
New Notes
|
|||||||||||||||||
6.250% Dec 2017
|
— |
XS0148124588
|
£500 |
2016 GBP New Notes
|
1.000% Sep 2017
|
+55 | £1,104.88 | |||||||||||||||||
5.250% Dec 2028
|
— |
XS0096298822
|
£425 |
2016 GBP New Notes
|
6.000% Dec 2028
|
+85 | £1,251.28 | |||||||||||||||||
5.625% Sept 2031
|
— |
XS0154681737
|
£178 |
2016 GBP New Notes
|
4.750% Dec 2030
|
+85 | £1,308.14 | |||||||||||||||||
4.875% Sept 2037#
|
— |
XS0229561831
|
£750 |
2016 GBP New Notes
|
4.250% Mar 2036
|
+135 | £1,144.93 | |||||||||||||||||
5.375% Dec 2040
|
— |
XS0182703743
|
£450 |
2016 GBP New Notes
|
4.250% Dec 2040
|
+90 | £1,310.44 | |||||||||||||||||
#
|
Subordinated notes. New Notes issued in exchange for the subordinated notes will be senior obligations.
|
(1)
|
The 2016 GBP New Notes will mature on April 15, 2016 and will bear interest at the rate per annum equal to the sum of: (a) the yield of the 2.000% U.K. Gilt Security due January 22, 2016 (the “2016 GBP New Notes Reference Security”), as calculated by the lead dealer managers in accordance with standard market practice, that equates to the price of the 2016 GBP New Notes Reference Security appearing at the Price Determination Date on the DMO2 page displayed on the Bloomberg Pricing Monitor, or any other recognized quotation source selected by the lead dealer managers in their sole discretion if such quotation report is not available or manifestly erroneous, plus (b) 90 basis points, such sum rounded to the third decimal place when expressed as a percentage.
|
|
|
(2)
|
2016 GBP New Notes denominated in pounds sterling will only be issued in minimum denominations of £125,000. Old Notes of a given series or tranche may be tendered only in principal amounts that will result in 2016 GBP New Notes being issued in such minimum denomination.
|
(3)
|
The reference page for the price of the Reference U.K. Gilt Security at the Price Determination Date will be Bloomberg Reference Page DMO2.
|
(4)
|
Per £1,000 principal amount of Old Notes accepted for exchange.
|
(5)
|
The Exchange Consideration for each £1,000 principal amount of Old Notes tendered after the Early Participation Date and at or prior to the Expiration Date and accepted for exchange will be New Notes in a principal amount equal to the applicable Total Exchange Consideration minus £50.
|
(6)
|
Represents a hypothetical pricing example in the case of fixed-rate Old Notes tendered in exchange for 2016 GBP New Notes (based on the formula set forth in the Offer to Exchange), using for this purpose the fixed spread for the applicable Old Notes to the yield of the price of the Reference U.K. Gilt Security at 11:00 a.m. (New York City time) (4:00 p.m. (London time)) on September 17, 2015. In the case of any Old Notes tendered in a Market Value Exchange Offer for 2016 GBP New Notes, the Exchange Offer Yield will be expressed on an annualized basis. The hypothetical pricing examples above are for illustrative purposes only. The actual consideration paid may be greater or less than those shown in the table above depending on the price of the applicable Reference U.K. Gilt Security as of the Price Determination Date.
|
|
Exchange Offer Yield |
Hypothetical Total
Exchange
Consideration(3)(4)(5)
|
|||||||||||||||||||||
Title of Old Notes
|
CUSIP Number
|
ISIN
|
Principal Amount Outstanding (millions)
|
New Notes(1)
|
Reference U.S.
Treasury Security(2)
|
Fixed Spread
(basis points)
|
New Notes
|
||||||||||||||||
6.000% Aug 2019
|
36962G4D3 |
US36962G4D32
|
$2,000 |
2020 New Notes
|
1.375% Aug 2020
|
+10 | $1,156.73 | ||||||||||||||||
2.200% Jan 2020
|
36962G7M0 |
US36962G7M04
|
$2,000 |
2020 New Notes
|
1.375% Aug 2020
|
+10 | $1,019.77 | ||||||||||||||||
5.500% Jan 2020
|
36962G4J0 |
US36962G4J02
|
$2,000 |
2020 New Notes
|
1.375% Aug 2020
|
+25 | $1,146.77 | ||||||||||||||||
5.550% May 2020
|
36962G2T0 |
US36962G2T02
|
$1,100 |
2020 New Notes
|
1.375% Aug 2020
|
+45 | $1,150.38 | ||||||||||||||||
4.375% Sept 2020
|
36962G4R2 |
US36962G4R28
|
$2,150 |
2020 New Notes
|
1.375% Aug 2020
|
+50 | $1,105.11 | ||||||||||||||||
4.625% Jan 2021
|
36962G4Y7 |
US36962G4Y78
|
$2,250 |
2020 New Notes
|
1.375% Aug 2020
|
+55 | $1,121.01 | ||||||||||||||||
5.300% Feb 2021#
|
369622SM8
|
US369622SM84
|
$2,000 |
2020 New Notes
|
1.375% Aug 2020
|
+75 | $1,145.89 | ||||||||||||||||
4.650% Oct 2021
|
36962G5J9 |
US36962G5J92
|
$3,150 |
2020 New Notes
|
1.375% Aug 2020
|
+85 | $1,121.53 | ||||||||||||||||
#
|
Subordinated notes. New Notes issued in exchange for the subordinated notes will be senior obligations.
|
(1)
|
The 2020 New Notes will mature on November 15, 2020 and will bear interest at the rate per annum equal to the sum of: (a) the yield of the 1.375% U.S. Treasury Security due August 31, 2020 (the “2020 New Notes Reference Security”), as calculated by the lead dealer managers in accordance with standard market practice, that equates to the bid-side price of the 2020 New Notes Reference Security appearing at the Price Determination Date on the FIT1 page displayed on the Bloomberg Pricing Monitor, or any other recognized quotation source selected by the lead dealer managers in their sole discretion if such quotation report is not available or manifestly erroneous, plus (b) 105 basis points, such sum rounded to the third decimal place when expressed as a percentage.
|
(2)
|
The reference page for the bid-side price of the Reference U.S. Treasury Security at the Price Determination Date will be Bloomberg Reference Page FIT1.
|
(3)
|
Per $1,000 principal amount of Old Notes accepted for exchange.
|
(4)
|
The Exchange Consideration for each $1,000 principal amount of Old Notes tendered after the Early Participation Date and at or prior to the Expiration Date and accepted for exchange will be New Notes in a principal amount equal to the applicable Total Exchange Consideration minus $50.
|
(5)
|
Represents a hypothetical pricing example in the case of fixed-rate Old Notes tendered in exchange for 2020 New Notes (based on the formula set forth in the Offer to Exchange), using for this purpose the fixed spread for the applicable Old Notes to the yield of the bid-side price of the Reference U.S. Treasury Security at 11:00 a.m. (New York City time) (4:00 p.m. (London time)) on September 17, 2015. The hypothetical pricing examples above are for illustrative purposes only. The actual consideration paid may be greater or less than those shown in the table above depending on the bid-side price of the applicable Reference U.S. Treasury Security as of the Price Determination Date.
|
Exchange Offer Yield |
Hypothetical Total Exchange
Consideration(3)(4)(5)
|
|||||||||||||||||||||||
Title of Old Notes
|
CUSIP Number
|
ISIN
|
Principal Amount Outstanding (millions)
|
New Notes(1)
|
Reference U.S.
Treasury Security(2)
|
Fixed Spread
(basis points)
|
New Notes
|
|||||||||||||||||
3.150% Sept 2022
|
36962G6F6 |
US36962G6F61
|
$2,000 |
2025 New Notes
|
2.000% Aug 2025
|
+35 | $1,032.38 | |||||||||||||||||
3.100% Jan 2023
|
36962G6S8 |
US36962G6S82
|
$2,500 |
2025 New Notes
|
2.000% Aug 2025
|
+40 | $1,027.25 | |||||||||||||||||
3.450% May 2024
|
36962G7K4 |
US36962G7K48
|
$1,000 |
2025 New Notes
|
2.000% Aug 2025
|
+60 | $1,041.74 | |||||||||||||||||
(1)
|
The 2025 New Notes will mature on November 15, 2025 and will bear interest at the rate per annum equal to the sum of: (a) the yield of the 2.000% U.S. Treasury Security due August 15, 2025 (the “2025 New Notes Reference Security”), as calculated by the lead dealer managers in accordance with standard market practice, that equates to the bid-side price of the 2025 New Notes Reference Security appearing at the Price Determination Date on the FIT1 page displayed on the Bloomberg Pricing Monitor, or any other recognized quotation source selected by the lead dealer managers in their sole discretion if such quotation report is not available or manifestly erroneous, plus (b) 135 basis points, such sum rounded to the third decimal place when expressed as a percentage.
|
(2)
|
The reference page for the bid-side price of the Reference U.S. Treasury Security at the Price Determination Date will be Bloomberg Reference Page FIT1.
|
(3)
|
Per $1,000 principal amount of Old Notes accepted for exchange.
|
(4)
|
The Exchange Consideration for each $1,000 principal amount of Old Notes tendered after the Early Participation Date and at or prior to the Expiration Date and accepted for exchange will be New Notes in a principal amount equal to the applicable Total Exchange Consideration minus $50.
|
(5)
|
Represents a hypothetical pricing example in the case of fixed-rate Old Notes tendered in exchange for 2025 New Notes (based on the formula set forth in the Offer to Exchange), using for this purpose the fixed spread for the applicable Old Notes to the yield of the bid-side price of the Reference U.S. Treasury Security at 11:00 a.m. (New York City time) (4:00 p.m. (London time)) on September 17, 2015. The hypothetical pricing examples above are for illustrative purposes only. The actual consideration paid may be greater or less than those shown in the table above depending on the bid-side price of the applicable Reference U.S. Treasury Security as of the Price Determination Date.
|
Exchange Offer Yield |
Hypothetical Total
Exchange
Consideration(3)(4)(5)
|
||||||||||||||||||||||||
Title of Old Notes
|
CUSIP Number
|
ISIN
|
Principal Amount Outstanding (millions)
|
New Notes(1)
|
Reference U.S. Treasury Security(2)
|
Fixed Spread
(basis points)
|
New Notes
|
||||||||||||||||||
6.750% Mar 2032
|
36962GXZ2
|
US36962GXZ26
|
$5,000 |
2035 New Notes
|
3.000% May 2045
|
+75 | $1,353.63 | ||||||||||||||||||
6.150% Aug 2037
|
36962G3A0 |
US36962G3A02
|
$2,000 |
2035 New Notes
|
3.000% May 2045
|
+105 | $1,289.10 | ||||||||||||||||||
5.875% Jan 2038
|
36962G3P7 |
US36962G3P70
|
$6,350 |
2035 New Notes
|
3.000% May 2045
|
+105 | $1,252.91 | ||||||||||||||||||
6.875% Jan 2039
|
36962G4B7 |
US36962G4B75
|
$4,000 |
2035 New Notes
|
3.000% May 2045
|
+115 | $1,389.42 | ||||||||||||||||||
(1)
|
The 2035 New Notes will mature on November 15, 2035 and will bear interest at the rate per annum equal to the sum of: (a) the yield of the 3.000% U.S. Treasury Security due May 15, 2045 (the “2035 New Notes Reference Security”), as calculated by the lead dealer managers in accordance with standard market practice, that equates to the bid-side price of the 2035 New Notes Reference Security appearing at the Price Determination Date on the FIT1 page displayed on the Bloomberg Pricing Monitor, or any other recognized quotation source selected by the lead dealer managers in their sole discretion if such quotation report is not available or manifestly erroneous, plus (b) 155 basis points, such sum rounded to the third decimal place when expressed as a percentage.
|
(2)
|
The reference page for the bid-side price of the Reference U.S. Treasury Security at the Price Determination Date will be Bloomberg Reference Page FIT1.
|
(3)
|
Per $1,000 principal amount of Old Notes accepted for exchange.
|
(4)
|
The Exchange Consideration for each $1,000 principal amount of Old Notes tendered after the Early Participation Date and at or prior to the Expiration Date and accepted for exchange will be New Notes in a principal amount equal to the applicable Total Exchange Consideration minus $50.
|
(5)
|
Represents a hypothetical pricing example in the case of fixed-rate Old Notes tendered in exchange for 2035 New Notes (based on the formula set forth in the Offer to Exchange), using for this purpose the fixed spread for the applicable Old Notes to the yield of the bid-side price of the Reference U.S. Treasury Security at 11:00 a.m. (New York City time) (4:00 p.m. (London time)) on September 17, 2015. The hypothetical pricing examples above are for illustrative purposes only. The actual consideration paid may be greater or less than those shown in the table above depending on the bid-side price of the applicable Reference U.S. Treasury Security as of the Price Determination Date.
|
Old Notes | New Notes |
Total Exchange Consideration(4)(5)
|
||||||||||||||||
Title of Old Notes(1)
|
CUSIP Number
|
ISIN
|
Principal Amount Outstanding (millions)
|
Acceptance Priority Level
|
Title of New Notes(1)(2)
|
Currency
|
Minimum Denomination(3)
|
New Notes
|
Cash
|
|||||||||
HYBRIDS(6)
|
||||||||||||||||||
F-FRN 5.500% Sept 2066#
|
—
|
XS0267167566 / XS0267168291
|
£400
|
1
|
F-FRN 5.500% Sept 2066
|
GBP
|
125,000
|
1,000
|
6.25
|
|||||||||
GE Capital Trust V(6)
|
—
|
XS0491212535 / XS0492561161
|
||||||||||||||||
F-FRN 4.625% Sept 2066#
|
—
|
XS0267166246 / XS0267167053
|
€950
|
2
|
F-FRN 4.625% Sept 2066
|
EUR
|
125,000
|
1,000
|
6.25
|
|||||||||
GE Capital Trust IV(6)
|
—
|
XS0491212451 / XS0492555783
|
||||||||||||||||
F-FRN 5.500% Sept 2067#
|
—
|
XS0319639232 / XS0319639745
|
€1,500
|
3
|
F-FRN 5.500% Sept 2067
|
EUR
|
125,000
|
1,000
|
7.50
|
|||||||||
GE Capital Trust II(6)
|
—
|
XS0491211644 / XS0492535835
|
||||||||||||||||
F-FRN 6.500% Sept 2067#
|
—
|
XS0319640834 / XS0319641725
|
£600
|
4
|
F-FRN 6.500% Sept 2067
|
GBP
|
125,000
|
1,000
|
7.50
|
|||||||||
GE Capital Trust III(6)
|
—
|
XS0491211990 / XS0492544746
|
||||||||||||||||
F-FRN 6.375% Nov 2067#
|
36962G3M4
|
US36962G3M40
|
$2,500
|
5
|
F-FRN 6.375% Nov 2067
|
USD
|
200,000
|
1,000
|
7.50
|
|||||||||
GE Capital Trust I(6)
|
36830GAA2
|
US36830GAA22
|
||||||||||||||||
USD (2032-2039)
|
||||||||||||||||||
6.750% Mar 2032
|
36962GXZ2
|
US36962GXZ26
|
$5,000
|
6
|
6.750% Mar 2032
|
USD
|
200,000
|
1,000
|
32.50
|
|||||||||
6.150% Aug 2037
|
36962G3A0
|
US36962G3A02
|
$2,000
|
7
|
6.150% Aug 2037
|
USD
|
200,000
|
1,000
|
37.50
|
|||||||||
5.875% Jan 2038
|
36962G3P7
|
US36962G3P70
|
$6,350
|
8
|
5.875% Jan 2038
|
USD
|
200,000
|
1,000
|
37.50
|
|||||||||
6.875% Jan 2039
|
36962G4B7
|
US36962G4B75
|
$4,000
|
9
|
6.875% Jan 2039
|
USD
|
200,000
|
1,000
|
40.00
|
|||||||||
USD (2022-2024)
|
||||||||||||||||||
3.150% Sept 2022
|
36962G6F6
|
US36962G6F61
|
$2,000
|
10
|
3.150% Sept 2022
|
USD
|
200,000
|
1,000
|
17.50
|
|||||||||
3.100% Jan 2023
|
36962G6S8
|
US36962G6S82
|
$2,500
|
11
|
3.100% Jan 2023
|
USD
|
200,000
|
1,000
|
17.50
|
|||||||||
3.450% May 2024
|
36962G7K4
|
US36962G7K48
|
$1,000
|
12
|
3.450% May 2024
|
USD
|
200,000
|
1,000
|
20.00
|
|||||||||
USD (2019-2021)
|
||||||||||||||||||
6.000% Aug 2019
|
36962G4D3
|
US36962G4D32
|
$2,000
|
13
|
6.000% Aug 2019
|
USD
|
200,000
|
1,000
|
15.00
|
|||||||||
2.200% Jan 2020
|
36962G7M0
|
US36962G7M04
|
$2,000
|
14
|
2.200% Jan 2020
|
USD
|
200,000
|
1,000
|
15.00
|
|||||||||
5.500% Jan 2020
|
36962G4J0
|
US36962G4J02
|
$2,000
|
15
|
5.500% Jan 2020
|
USD
|
200,000
|
1,000
|
15.00
|
|||||||||
5.550% May 2020
|
36962G2T0
|
US36962G2T02
|
$1,100
|
16
|
5.550% May 2020
|
USD
|
200,000
|
1,000
|
15.00
|
|||||||||
4.375% Sept 2020
|
36962G4R2
|
US36962G4R28
|
$2,150
|
17
|
4.375% Sept 2020
|
USD
|
200,000
|
1,000
|
15.00
|
|||||||||
4.625% Jan 2021
|
36962G4Y7
|
US36962G4Y78
|
$2,250
|
18
|
4.625% Jan 2021
|
USD
|
200,000
|
1,000
|
15.00
|
|||||||||
5.300% Feb 2021##
|
369622SM8
|
US369622SM84
|
$2,000
|
19
|
5.300% Feb 2021
|
USD
|
200,000
|
1,000
|
12.50
|
|||||||||
4.650% Oct 2021
|
36962G5J9
|
US36962G5J92
|
$3,150
|
20
|
4.650% Oct 2021
|
USD
|
200,000
|
1,000
|
15.00
|
|||||||||
USD FIXED-RATE (2016-2020)
|
||||||||||||||||||
1.500% Jul 2016
|
36962G6Z2
|
US36962G6Z26
|
$1,250
|
21
|
1.500% Jul 2016
|
USD
|
200,000
|
1,000
|
6.25
|
|||||||||
1.450% Aug 2016
|
36962G7B4
|
US36962G7B49
|
$250
|
22
|
1.450% Aug 2016
|
USD
|
200,000
|
1,000
|
6.25
|
|||||||||
4.575% Aug 2037
|
36962G6E9
|
US36962G6E96
|
$100
|
23
|
4.575% Aug 2037
|
USD
|
200,000
|
1,000
|
6.25
|
|||||||||
3.350% Oct 2016
|
36962G5H3
|
US36962G5H37
|
$1,250
|
24
|
3.350% Oct 2016
|
USD
|
200,000
|
1,000
|
6.25
|
|||||||||
5.375% Oct 2016
|
36962GY40
|
US36962GY402
|
$1,100
|
25
|
5.375% Oct 2016
|
USD
|
200,000
|
1,000
|
6.25
|
|||||||||
2.900% Jan 2017
|
36962G5N0
|
US36962G5N05
|
$1,425
|
26
|
2.900% Jan 2017
|
USD
|
200,000
|
1,000
|
7.50
|
|||||||||
5.400% Feb 2017
|
36962G2G8
|
US36962G2G80
|
$1,500
|
27
|
5.400% Feb 2017
|
USD
|
200,000
|
1,000
|
7.50
|
|||||||||
2.450% Mar 2017
|
36962G5S9
|
US36962G5S91
|
$500
|
28
|
2.450% Mar 2017
|
USD
|
200,000
|
1,000
|
7.50
|
Old Notes | New Notes |
Total Exchange Consideration(4)(5)
|
||||||||||||||||
Title of Old Notes(1)
|
CUSIP Number
|
ISIN
|
Principal Amount Outstanding (millions)
|
Acceptance Priority Level
|
Title of New Notes(1)(2)
|
Currency
|
Minimum Denomination(3)
|
New Notes
|
Cash
|
1.250% May 2017
|
36962G7J7
|
US36962G7J74
|
$1,000
|
29
|
1.250% May 2017
|
USD
|
200,000
|
1,000
|
7.50
|
|||||||||
2.300% Apr 2017
|
36962G5W0
|
US36962G5W04
|
$2,000
|
30
|
2.300% Apr 2017
|
USD
|
200,000
|
1,000
|
7.50
|
|||||||||
5.625% Sep 2017
|
36962G3H5
|
US36962G3H54
|
$3,000
|
31
|
5.625% Sep 2017
|
USD
|
200,000
|
1,000
|
8.75
|
|||||||||
1.600% Nov 2017
|
36962G6K5
|
US36962G6K56
|
$1,000
|
32
|
1.600% Nov 2017
|
USD
|
200,000
|
1,000
|
8.75
|
|||||||||
1.625% Apr 2018
|
36962G6W9
|
US36962G6W94
|
$1,500
|
33
|
1.625% Apr 2018
|
USD
|
200,000
|
1,000
|
8.75
|
|||||||||
5.625% May 2018
|
36962G3U6
|
US36962G3U65
|
$4,000
|
34
|
5.625% May 2018
|
USD
|
200,000
|
1,000
|
8.75
|
|||||||||
4.700% May 2053
|
369622394
|
US3696223946
|
$750
|
35
|
4.700% May 2053
|
USD
|
200,000
|
1,000
|
5.00
|
|||||||||
2.300% Jan 2019
|
36962G7G3
|
US36962G7G36
|
$1,000
|
36
|
2.300% Jan 2019
|
USD
|
200,000
|
1,000
|
10.00
|
|||||||||
3.800% Jun 2019###
|
369668AA6
|
US369668AA67
|
$700
|
37
|
3.800% Jun 2019
|
USD
|
200,000
|
1,000
|
10.00
|
|||||||||
5.260% Nov 2019
|
36962GM43
|
US36962GM431
|
$75
|
38
|
5.260% Nov 2019
|
USD
|
200,000
|
1,000
|
12.50
|
|||||||||
3.250% Aug, 2020
|
36962G7C2
|
US36962G7C22
|
$250
|
39
|
3.250% Aug 2020
|
USD
|
200,000
|
1,000
|
12.50
|
|||||||||
USD FLOATING-RATE (2016-2020)
|
||||||||||||||||||
FRNs Jul 2016
|
36967FAC5
|
US36967FAC59
|
$695
|
40
|
FRNs Jul 2016
|
USD
|
200,000
|
1,000
|
6.25
|
|||||||||
FRNs Jul 2016
|
36962G7A6
|
US36962G7A65
|
$1,600
|
41
|
FRNs Jul 2016
|
USD
|
200,000
|
1,000
|
6.25
|
|||||||||
FRNs Jan 2017
|
36967FAB7
|
US36967FAB76
|
$2,000
|
42
|
FRNs Jan 2017
|
USD
|
200,000
|
1,000
|
6.25
|
|||||||||
FRNs May 2017
|
36962G7H1
|
US36962G7H19
|
$500
|
43
|
FRNs May 2017
|
USD
|
200,000
|
1,000
|
6.25
|
|||||||||
F-FRNs May 2017
|
36962G5Y6
|
US36962G5Y69
|
$100
|
44
|
F-FRNs May 2017
|
USD
|
200,000
|
1,000
|
6.25
|
|||||||||
F-FRNs Aug 2017
|
36962G6B5
|
US36962G6B57
|
$100
|
45
|
F-FRNs Aug 2017
|
USD
|
200,000
|
1,000
|
7.50
|
|||||||||
F-FRNs Dec 2017
|
36962G6L3
|
US36962G6L30
|
$100
|
46
|
F-FRNs Dec 2017
|
USD
|
200,000
|
1,000
|
7.50
|
|||||||||
FRNs Apr 2018
|
36962G6X7
|
US36962G6X77
|
$400
|
47
|
FRNs Apr 2018
|
USD
|
200,000
|
1,000
|
7.50
|
|||||||||
FRNs Jan 2019
|
36962G7F5
|
US36962G7F52
|
$500
|
48
|
FRNs Jan 2019
|
USD
|
200,000
|
1,000
|
10.00
|
|||||||||
FRNs Jan 2020
|
36967FAA9
|
US36967FAA93
|
$500
|
49
|
FRNs Jan 2020
|
USD
|
200,000
|
1,000
|
12.50
|
|||||||||
OTHER USD AND NON-USD
|
||||||||||||||||||
1.000% Jan 2016
|
36962G6R0
|
US36962G6R00
|
$1,400
|
50
|
1.000% Jan 2016
|
USD
|
200,000
|
1,000
|
6.25
|
|||||||||
5.000% Jan 2016
|
36962GU69
|
US36962GU699
|
$1,250
|
51
|
5.000% Jan 2016
|
USD
|
200,000
|
1,000
|
6.25
|
|||||||||
FRNs Jan 2016
|
36962GU51
|
US36962GU517
|
$1,000
|
52
|
FRNs Jan 2016
|
USD
|
200,000
|
1,000
|
6.25
|
|||||||||
FRNs Jan 2016
|
36962G6Q2
|
US36962G6Q27
|
$600
|
53
|
FRNs Jan 2016
|
USD
|
200,000
|
1,000
|
6.25
|
|||||||||
FRNs Jan 2016
|
36962G7E8
|
US36962G7E87
|
$1,500
|
54
|
FRNs Jan 2016
|
USD
|
200,000
|
1,000
|
6.25
|
|||||||||
F-FRNs Feb 2016
|
36962G5T7
|
US36962G5T74
|
$100
|
55
|
F-FRNs Feb 2016
|
USD
|
200,000
|
1,000
|
6.25
|
|||||||||
8.300% Feb 2016
|
—
|
XS0243834586
|
MXN$1,000
|
56
|
8.300% Feb 2016
|
MXN
|
3,000,000
|
1,000
|
6.25
|
|||||||||
4.875% Apr 2016
|
—
|
XS0614214913
|
SEK2,500
|
57
|
4.875% Apr 2016
|
SEK
|
1,500,000
|
1,000
|
6.25
|
|||||||||
2.950% May 2016
|
36962G5C4
|
US36962G5C40
|
$1,500
|
58
|
2.950% May 2016
|
USD
|
200,000
|
1,000
|
6.25
|
|||||||||
FRNs May 2016
|
36962G5D2
|
US36962G5D23
|
$300
|
59
|
FRNs May 2016
|
USD
|
200,000
|
1,000
|
6.25
|
|||||||||
FRNs May 2016
|
36962G2V5
|
US36962G2V57
|
$500
|
60
|
FRNs May 2016
|
USD
|
200,000
|
1,000
|
6.25
|
|||||||||
FRNs Jun 2016
|
—
|
XS0258423838
|
$430
|
61
|
FRNs Jun 2016
|
USD
|
200,000
|
1,000
|
6.25
|
|||||||||
2.185% Jun 2016
|
—
|
XS0257884352
|
¥20,000
|
62
|
2.185% Jun 2016
|
JPY
|
25,000,000
|
1,000
|
6.25
|
|||||||||
FRNs Jun 2016
|
—
|
XS0255571159
|
$100
|
63
|
FRNs Jun 2016
|
USD
|
200,000
|
1,000
|
6.25
|
|||||||||
FRNs Jun 2016
|
—
|
XS0256350603
|
$100
|
64
|
FRNs Jun 2016
|
USD
|
200,000
|
1,000
|
6.25
|
|||||||||
FRNs Jun 2016
|
—
|
XS0252144398
|
NOK650
|
65
|
FRNs Jun 2016
|
NOK
|
1,500,000
|
1,000
|
6.25
|
|||||||||
4.500% Jun 2016
|
—
|
XS0642335995
|
NOK1,350
|
66
|
4.500% Jun 2016
|
NOK
|
1,500,000
|
1,000
|
6.25
|
|||||||||
4.250% Aug 2016
|
—
|
XS0816713118
|
NZ$125
|
67
|
4.250% Aug 2016
|
NZD
|
300,000
|
1,000
|
6.25
|
Old Notes | New Notes |
Total Exchange Consideration(4)(5)
|
||||||||||||||||
Title of Old Notes(1)
|
CUSIP Number
|
ISIN
|
Principal Amount Outstanding (millions)
|
Acceptance Priority Level
|
Title of New Notes(1)(2)
|
Currency
|
Minimum Denomination(3)
|
New Notes
|
Cash
|
4.250% Sept 2016
|
—
|
XS0831773063
|
A$200
|
68
|
4.250% Sept 2016
|
AUD
|
300,000
|
1,000
|
6.25
|
|||||||||
6.750% Sept 2016
|
—
|
XS0269584669
|
NZ$300
|
69
|
6.750% Sept 2016
|
NZD
|
300,000
|
1,000
|
6.25
|
|||||||||
4.375% Oct 2016
|
—
|
XS0554901040
|
SEK1,000
|
70
|
4.375% Oct 2016
|
SEK
|
1,500,000
|
1,000
|
6.25
|
|||||||||
1.250% Nov 2016
|
—
|
XS0856562797
|
$300
|
71
|
1.250% Nov 2016
|
USD
|
200,000
|
1,000
|
6.25
|
|||||||||
FRNs Nov 2016
|
—
|
XS0275486792
|
$50
|
72
|
FRNs Nov 2016
|
USD
|
200,000
|
1,000
|
6.25
|
|||||||||
3.500% Dec 2016
|
—
|
XS0796988813
|
NOK2,000
|
73
|
3.500% Dec 2016
|
NOK
|
1,500,000
|
1,000
|
6.25
|
|||||||||
FRNs Dec 2016
|
36962G3D4
|
US36962G3D41
|
$101
|
74
|
FRNs Dec 2016
|
USD
|
200,000
|
1,000
|
6.25
|
|||||||||
FRNs Dec 2016
|
—
|
XS0279944580
|
$50
|
75
|
FRNs Dec 2016
|
USD
|
200,000
|
1,000
|
6.25
|
|||||||||
FRNs Dec 2016
|
—
|
XS0269639315
|
$250
|
76
|
FRNs Dec 2016
|
USD
|
200,000
|
1,000
|
6.25
|
|||||||||
5.500% Feb 2017
|
—
|
XS0740224307
|
NZ$300
|
77
|
5.500% Feb 2017
|
NZD
|
300,000
|
1,000
|
6.25
|
|||||||||
3.875% Feb 2017
|
—
|
XS0739410164
|
NOK1,000
|
78
|
3.875% Feb 2017
|
NOK
|
1,500,000
|
1,000
|
6.25
|
|||||||||
FRNs Feb 2017
|
36962G2F0
|
US36962G2F08
|
$500
|
79
|
FRNs Feb 2017
|
USD
|
200,000
|
1,000
|
6.25
|
|||||||||
2.000% Feb 2017
|
—
|
XS0287934722
|
¥50,000
|
80
|
2.000% Feb 2017
|
JPY
|
25,000,000
|
1,000
|
6.25
|
|||||||||
FRNs Mar 2017
|
—
|
XS0290587509
|
$250
|
81
|
FRNs Mar 2017
|
USD
|
200,000
|
1,000
|
6.25
|
|||||||||
FRNs Mar 2017
|
—
|
XS0287158629
|
$100
|
82
|
FRNs Mar 2017
|
USD
|
200,000
|
1,000
|
6.25
|
|||||||||
3.250% Apr 2017
|
—
|
XS0290597219
|
¥30,000
|
83
|
3.250% Apr 2017
|
JPY
|
25,000,000
|
1,000
|
6.25
|
|||||||||
5.360% May 2017
|
—
|
XS0298997460
|
PLN240
|
84
|
5.360% May 2017
|
PLN
|
750,000
|
1,000
|
6.25
|
|||||||||
4.125% May 2017
|
—
|
XS0927127372
|
MXN$1,500
|
85
|
4.125% May 2017
|
MXN
|
3,000,000
|
1,000
|
6.25
|
|||||||||
FRNs Sept 2017
|
—
|
XS0322549774
|
€325
|
86
|
FRNs Sept 2017
|
EUR
|
125,000
|
1,000
|
7.50
|
|||||||||
6.250% Dec 2017
|
—
|
XS0148124588
|
£500
|
87
|
6.250% Dec 2017
|
GBP
|
125,000
|
1,000
|
7.50
|
|||||||||
2.625% Jan 2018
|
—
|
XS0875330697
|
SEK2,700
|
88
|
2.625% Jan 2018
|
SEK
|
1,500,000
|
1,000
|
7.50
|
|||||||||
FRNs Jan 2018
|
—
|
XS0875331745
|
SEK2,300
|
89
|
FRNs Jan 2018
|
SEK
|
1,500,000
|
1,000
|
7.50
|
|||||||||
4.250% Jan 2018
|
—
|
XS0876185876
|
NZ$600
|
90
|
4.250% Jan 2018
|
NZD
|
300,000
|
1,000
|
7.50
|
|||||||||
4.625% Jan 2043
|
—
|
XS0880289292
|
$700
|
91
|
4.625% Jan 2043
|
USD
|
200,000
|
1,000
|
7.50
|
|||||||||
FRNs Feb 2018
|
—
|
XS0346822082
|
$102
|
92
|
FRNs Feb 2018
|
USD
|
200,000
|
1,000
|
7.50
|
|||||||||
3.000% Feb 2018
|
—
|
XS0858571184
|
NOK1,300
|
93
|
3.000% Feb 2018
|
NOK
|
1,500,000
|
1,000
|
7.50
|
|||||||||
8.500% Apr 2018
|
—
|
XS0356838952
|
MXN$3,250
|
94
|
8.500% Apr 2018
|
MXN
|
3,000,000
|
1,000
|
12.50
|
|||||||||
4.210% Apr 2018
|
—
|
XS0360926025
|
HK$550
|
95
|
4.210% Apr 2018
|
HKD
|
1,500,000
|
1,000
|
7.50
|
|||||||||
8.870% Jun 2018
|
—
|
XS0366298437
|
MXN$2,500
|
96
|
8.870% Jun 2018
|
MXN
|
3,000,000
|
1,000
|
12.50
|
|||||||||
4.930% Jun 2018
|
—
|
XS0373042398
|
HK$400
|
97
|
4.930% Jun 2018
|
HKD
|
1,500,000
|
1,000
|
7.50
|
|||||||||
FRNs Aug 2018
|
36962GX66
|
US36962GX669
|
$300
|
98
|
FRNs Aug 2018
|
USD
|
200,000
|
1,000
|
7.50
|
|||||||||
FRNs Dec 2018
|
—
|
XS0275895612
|
$100
|
99
|
FRNs Dec 2018
|
USD
|
200,000
|
1,000
|
7.50
|
|||||||||
FRNs Jul 2019
|
—
|
XS0956200785
|
SEK1,100
|
100
|
FRNs Jul 2019
|
SEK
|
1,500,000
|
1,000
|
10.00
|
|||||||||
3.250% Jul 2019
|
—
|
XS0956200868
|
SEK500
|
101
|
3.250% Jul 2019
|
SEK
|
1,500,000
|
1,000
|
10.00
|
|||||||||
6.250% Sept 2020
|
—
|
XS0118106243
|
£200
|
102
|
6.250% Sept 2020
|
GBP
|
125,000
|
1,000
|
15.00
|
|||||||||
5.500% Jun 2021
|
—
|
XS0092499077
|
£360
|
103
|
5.500% Jun 2021
|
GBP
|
125,000
|
1,000
|
15.00
|
|||||||||
6.310% Oct 2021
|
—
|
XS0456392587
|
NOK500
|
104
|
6.310% Oct 2021
|
NOK
|
1,500,000
|
1,000
|
15.00
|
|||||||||
8.350% Sept 2022
|
—
|
XS0319509294
|
MXN$3,120
|
105
|
8.350% Sept 2022
|
MXN
|
3,000,000
|
1,000
|
22.50
|
|||||||||
4.5351% Aug 2023
|
—
|
XS0384168638
|
HK$400
|
106
|
4.5351% Aug 2023
|
HKD
|
1,500,000
|
1,000
|
17.50
|
Old Notes | New Notes |
Total Exchange Consideration(4)(5)
|
||||||||||||||||
Title of Old Notes(1)
|
CUSIP Number
|
ISIN
|
Principal Amount Outstanding (millions)
|
Acceptance Priority Level
|
Title of New Notes(1)(2)
|
Currency
|
Minimum Denomination(3)
|
New Notes
|
Cash
|
FRNs May 2024
|
36962GL36
|
US36962GL367
|
$175.5
|
107
|
FRNs May 2024
|
USD
|
200,000
|
1,000
|
20.00
|
|||||||||
5.550% Jan 2026
|
36962GT95
|
US36962GT956
|
$500
|
108
|
5.550% Jan 2026
|
USD
|
200,000
|
1,000
|
20.00
|
|||||||||
FRNs May 2026
|
36962GW75
|
US36962GW752
|
$950
|
109
|
FRNs May 2026
|
USD
|
200,000
|
1,000
|
20.00
|
|||||||||
3.750% Apr 2028
|
—
|
XS0912069514
|
$50
|
110
|
3.750% Apr 2028
|
USD
|
200,000
|
1,000
|
20.00
|
|||||||||
5.250% Dec 2028
|
—
|
XS0096298822
|
£425
|
111
|
5.250% Dec 2028
|
GBP
|
125,000
|
1,000
|
25.00
|
|||||||||
3.856% Jun 2030
|
—
|
XS0795151082
|
€150
|
112
|
3.856% Jun 2030
|
EUR
|
125,000
|
1,000
|
20.00
|
|||||||||
5.625% Sept 2031
|
—
|
XS0154681737
|
£178
|
113
|
5.625% Sept 2031
|
GBP
|
125,000
|
1,000
|
20.00
|
|||||||||
7.500% Aug 2035##
|
36959CAA6
|
US36959CAA62
|
$300
|
114
|
7.500% Aug 2035
|
USD
|
200,000
|
1,000
|
15.00
|
|||||||||
4.125% Sept 2035##
|
—
|
XS0229567440
|
€750
|
115
|
4.125% Sept 2035
|
EUR
|
125,000
|
1,000
|
35.00
|
|||||||||
FRNs Aug 2036
|
36962GX74
|
US36962GX743
|
$300
|
116
|
FRNs Aug 2036
|
USD
|
200,000
|
1,000
|
30.00
|
|||||||||
FRNs Nov 2045
|
36962GT20
|
US36962GT204
|
$50
|
117
|
FRNs Nov 2045
|
USD
|
200,000
|
1,000
|
30.00
|
|||||||||
FRNs Dec 2046
|
36962G2A1
|
US36962G2A11
|
$79
|
118
|
FRNs Dec 2046
|
USD
|
200,000
|
1,000
|
30.00
|
|||||||||
4.875% Sept 2037##
|
—
|
XS0229561831
|
£750
|
119
|
4.875% Sept 2037
|
GBP
|
125,000
|
1,000
|
15.00
|
|||||||||
FRNs Nov 2047
|
36962G3N2
|
US36962G3N23
|
$162
|
120
|
FRNs Nov 2047
|
USD
|
200,000
|
1,000
|
30.00
|
|||||||||
5.375% Dec 2040
|
—
|
XS0182703743
|
£450
|
121
|
5.375% Dec 2040
|
GBP
|
125,000
|
1,000
|
37.50
|
|||||||||
FRNs Dec 2053
|
36962G7D0
|
US36962G7D05
|
$67.5
|
122
|
FRNs Dec 2053
|
USD
|
200,000
|
1,000
|
30.00
|
|||||||||
FRNs Dec 2054
|
36962G7L2
|
US36962G7L21
|
$78.5
|
123
|
FRNs Dec 2054
|
USD
|
200,000
|
1,000
|
30.00
|
|||||||||
#
|
Subordinated debentures. New Notes issued in exchange for the subordinated debentures will be senior obligations.
|
##
|
Subordinated notes. New Notes issued in exchange for the subordinated notes will be senior obligations. The 7.500% Old Notes due August 21, 2035 and 4.125% Old Notes due September 19, 2035 already benefit from a senior guarantee provided by GE.
|
###
|
Issuer is GECC and formerly included LJ VP Holdings LLC (JV Penske), an affiliate of GECC, as Co-Issuer.
|
(1)
|
We refer to floating-rate notes as FRNs and fixed to floating-rate notes as F-FRNs.
|
(2)
|
Each series or tranche of New Par Notes will have the same maturity and, in the case of fixed-rate New Par Notes, the same interest rate or in the case of floating-rate New Par Notes, the same interest rate basis, minimum interest rate, if any, interest reset dates, spread, and other terms relating to the method of calculating the interest rate, as the applicable Old Notes being exchanged as indicated in the Offer to Exchange.
|
(3)
|
Minimum denominations in applicable currency of New Notes of a given series or tranche that may be issued in exchange for Old Notes. Old Notes of a given series or tranche may be tendered only in principal amounts such that New Notes will be issued in such minimum denominations.
|
|
|
(4)
|
Per $1,000 (or 1,000 units of applicable currency) principal amount of Old Notes accepted for exchange.
|
(5)
|
The Exchange Consideration for each $1,000 (or 1,000 units of applicable currency) principal amount of Old Notes tendered after the Early Participation Date and at or prior to the Expiration Date and accepted for exchange will be New Notes in a principal amount equal to the applicable Total Exchange Consideration (which is the sum of the principal amount of New Notes and the amount of cash set forth in the table above) minus $50 (or 50 units of applicable currency). As a result, in the case of the Par for Par Exchange Offers, Eligible Holders that tender Old Notes after the Early Participation Date will not receive the cash portion of the Total Exchange Consideration and will receive New Par Notes in a principal amount that will be less than the principal amount of the Old Notes tendered.
|
(6)
|
Hybrids: Each series of subordinated debentures listed under the heading “Hybrids” includes a CUSIP or ISIN number for a corresponding series of trust preferred securities (the “Trust Preferred Securities”) issued by a GE Capital Trust in which a portion of subordinated debentures are held. These Trust Preferred Securities may be tendered in the Exchange Offers on the same terms and with the same acceptance priority level as those applicable to the underlying subordinated debentures to which they relate, with references to aggregate principal amounts of subordinated debentures corresponding to the same amount of aggregate liquidation preference of the Trust Preferred Securities. We will issue New Notes in exchange for any Trust Preferred Securities accepted for exchange; we will not issue any new Trust Preferred Securities in the Exchange Offers. Unless the context otherwise provides, references in this communication to “Old Notes,” insofar as they purport to be a description of the Old Notes described under the heading “Hybrids,” are to the underlying subordinated debentures rather than the Trust Preferred Securities; references to tenders of “Old Notes” that are applicable to Old Notes described under the heading “Hybrids” and similar references in this communication include the corresponding Trust Preferred Securities.
|
● |
the present value on the Settlement Date (as defined below) of $1,000 (or £1,000) principal amount of such Old Notes due on the maturity date (or if applicable, the par call date) of such Old Notes and all scheduled interest payments on such principal amount of Old Notes to be made from, but excluding, the Settlement Date up to, and including, such maturity date (or if applicable, such par call date), discounted to the Settlement Date in accordance with standard market practice as described by the formula set forth in the Offer to Exchange, at a discount rate equal to the applicable Exchange Offer Yield (as defined below), minus
|
● |
the Accrued Interest Amount (as defined below) per $1,000 (or £1,000) principal amount of such Old Notes;
|
● |
the yield (the “Reference Yield”), as calculated by the lead dealer managers in accordance with standard market practice, that equates to the bid-side price of the Reference U.S. Treasury Security or the price of the Reference U.K. Gilt Security, as applicable, specified in “Exchange Offers Summary Tables” above for such series or tranche of Old Notes appearing at the Price Determination Date on the Bloomberg Pricing Monitor page specified in “Exchange Offers Summary Tables” above for such series or tranche of Old Notes (or any other recognized quotation source selected by the lead dealer managers in their sole discretion if such quotation report is not available or manifestly erroneous); plus
|
● |
the fixed spread (the “Fixed Spread”) specified in “Exchange Offers Summary Tables” above for such series or tranche of Old Notes.
|
New Market Notes
|
Reference Security
|
Bloomberg Reference Page
|
Fixed Spread
(basis points)
|
2016 USD New Notes
|
Eurodollar Synthetic Forward Rate
(yield from two business days after the Price Determination Date to the maturity date of 2016 USD New Notes)
|
EDSF
|
+60
|
2016 GBP New Notes
|
2.000% U.K. Gilt Security due January 22, 2016
|
DMO2
|
+90
|
2020 New Notes
|
1.375% U.S. Treasury Security due August 31, 2020 (bid-side)
|
FIT1
|
+105
|
2025 New Notes
|
2.000% U.S. Treasury Security due August 15, 2025 (bid-side)
|
FIT1
|
+135
|
2035 New Notes
|
3.000% U.S. Treasury Security due May 15, 2045 (bid-side)
|
FIT1
|
+155
|