Date of Report (Date of earliest event reported) October 3, 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: October 5, 2015
|
/s/ Daniel C. Janki
|
||
Daniel C. Janki
Senior Vice President, Corporate Treasury and Global Funding Operation
|
·
|
$53.9 billion of Old Notes tendered
|
·
|
Upsize of Total New Notes to be issued from $30 billion to $36 billion
|
·
|
Upsize of 2016 New Notes Cap from $15 billion to $16.25 billion
|
|
(i)
|
the principal amount of New Notes to be issued in the Exchange Offers has increased from $30 billion to $36 billion,
|
|
(ii)
|
the principal amount of 2016 New Notes to be issued in the 2016 Market Value Exchange Offers has increased from $15 billion to $16.25 billion (the “2016 New Notes Cap”) and
|
|
(iii)
|
the principal amount of New Market Notes to be issued in the 2020/2025/2035 Market Value Exchange Offers will be $36 billion less the principal amount of 2016 New Notes accepted in the 2016 Market Value Exchange Offers.
|
New Notes
|
Principal Amount of Applicable
Old Notes Tendered by Early
Participation Date (billions
USD equivalent)
|
Hypothetical Principal Amount of
New Notes to be Issued Pursuant to
the Exchange Offers (billions USD
equivalent)
|
||
2016 USD New Notes
|
$14.2
|
$15.0
|
||
2016 GBP New Notes
|
$0.9 (£0.6)
|
$1.1 (£0.7)
|
||
2020 New Notes
|
$7.6
|
$6.3
|
||
2025 New Notes
|
$2.6
|
$2.0
|
||
2035 New Notes
|
$11.8
|
$11.6
|
||
Par for Par Notes
|
$16.7
|
$0.0
|
||
Total
|
$53.9
|
$36.0
|
Title of Old Notes
|
CUSIP Number
|
ISIN
|
Principal
Amount
Outstanding
(millions)
|
Principal Amount
Tendered by Early
Participation
Date
(millions)
|
Hypothetical
Principal Amount
to be Accepted
Pursuant to the
Exchange Offer
(millions)
|
New Notes(1)(2)
|
Hypothetical
Principal Amount to
be Issued Pursuant
to the Exchange
Offer (millions)
|
|||||||
6.000% Aug 2019
|
36962G4D3
|
US36962G4D32
|
$2,000
|
$232.925
|
$232.925
|
2016 USD New Notes
|
$269.897
|
|||||||
2.200% Jan 2020
|
36962G7M0
|
US36962G7M04
|
$2,000
|
$395.178
|
$395.178
|
2016 USD New Notes
|
$403.781
|
|||||||
5.500% Jan 2020
|
36962G4J0
|
US36962G4J02
|
$2,000
|
$227.268
|
$227.268
|
2016 USD New Notes
|
$261.120
|
|||||||
5.550% May 2020
|
36962G2T0
|
US36962G2T02
|
$1,100
|
$156.803
|
$156.803
|
2016 USD New Notes
|
$180.748
|
|||||||
4.375% Sept 2020
|
36962G4R2
|
US36962G4R28
|
$2,150
|
$199.154
|
$199.154
|
2016 USD New Notes
|
$220.575
|
|||||||
4.625% Jan 2021
|
36962G4Y7
|
US36962G4Y78
|
$2,250
|
$259.737
|
$259.737
|
2016 USD New Notes
|
$291.848
|
|||||||
5.300% Feb 2021
|
369622SM8
|
US369622SM84
|
$2,000
|
$206.400
|
$206.400
|
2016 USD New Notes
|
$237.067
|
|||||||
4.650% Oct 2021
|
36962G5J9
|
US36962G5J92
|
$3,150
|
$619.334
|
$619.334
|
2016 USD New Notes
|
$696.429
|
(1)
|
Based on the principal amount of Old Notes tendered in the Exchange Offers, it is anticipated that the 2016 New Notes Cap will permit all Old Notes validly tendered in the 2016 Market Value Exchange Offers to be accepted without proration.
|
(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 (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.
|
Title of Old Notes
|
CUSIP Number
|
ISIN
|
Principal
Amount
Outstanding
(millions)
|
Principal Amount
Tendered by Early
Participation Date
(millions)
|
Hypothetical
Principal Amount
to be Accepted
Pursuant to the
Exchange Offer
(millions)
|
New Notes(1)(2)
|
Hypothetical
Principal Amount to
be Issued Pursuant
to the Exchange
Offer (millions)
|
|||||||
3.150% Sept 2022
|
36962G6F6
|
US36962G6F61
|
$2,000
|
$250.532
|
$250.532
|
2016 USD New Notes
|
$259.441
|
|||||||
3.100% Jan 2023
|
36962G6S8
|
US36962G6S82
|
$2,500
|
$289.711
|
$289.711
|
2016 USD New Notes
|
$298.567
|
|||||||
3.450% May 2024
|
36962G7K4
|
US36962G7K48
|
$1,000
|
$127.385
|
$127.385
|
2016 USD New Notes
|
$133.181
|
(1)
|
Based on the principal amount of Old Notes tendered in the Exchange Offers, it is anticipated that the 2016 New Notes Cap will permit all Old Notes validly tendered in the 2016 Market Value Exchange Offers to be accepted without proration.
|
(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.
|
USD Fixed-Rate (2016-2020): Market Value Exchange for 2016 USD New Notes
|
Title of Old Notes
|
CUSIP Number
|
ISIN
|
Principal
Amount
Outstanding
(millions)
|
Principal Amount
Tendered by Early
Participation Date
(millions)
|
Hypothetical
Principal Amount
to be Accepted
Pursuant to the
Exchange Offer
(millions)
|
New Notes(1)(2)
|
Hypothetical
Principal Amount to
be Issued Pursuant
to the Exchange
Offer (millions)
|
|||||||
1.500% Jul 2016
|
36962G6Z2
|
US36962G6Z26
|
$1,250
|
$422.462
|
$422.462
|
2016 USD New Notes
|
$426.670
|
|||||||
1.450% Aug 2016
|
36962G7B4
|
US36962G7B49
|
$250
|
$0.000
|
$0.000
|
2016 USD New Notes
|
$0.000
|
|||||||
4.575% Aug 2037
|
36962G6E9
|
US36962G6E96
|
$100
|
$0.000
|
$0.000
|
2016 USD New Notes
|
$0.000
|
|||||||
3.350% Oct 2016
|
36962G5H3
|
US36962G5H37
|
$1,250
|
$515.411
|
$515.411
|
2016 USD New Notes
|
$531.992
|
|||||||
5.375% Oct 2016
|
36962GY40
|
US36962GY402
|
$1,100
|
$459.997
|
$459.997
|
2016 USD New Notes
|
$483.139
|
|||||||
2.900% Jan 2017
|
36962G5N0
|
US36962G5N05
|
$1,425
|
$624.169
|
$624.169
|
2016 USD New Notes
|
$644.030
|
|||||||
5.400% Feb 2017
|
36962G2G8
|
US36962G2G80
|
$1,500
|
$641.111
|
$641.111
|
2016 USD New Notes
|
$681.860
|
|||||||
2.450% Mar 2017
|
36962G5S9
|
US36962G5S91
|
$500
|
$328.546
|
$328.546
|
2016 USD New Notes
|
$337.157
|
|||||||
1.250% May 2017
|
36962G7J7
|
US36962G7J74
|
$1,000
|
$642.521
|
$642.521
|
2016 USD New Notes
|
$651.439
|
|||||||
2.300% Apr 2017
|
36962G5W0
|
US36962G5W04
|
$2,000
|
$844.784
|
$844.784
|
2016 USD New Notes
|
$868.176
|
|||||||
5.625% Sep 2017
|
36962G3H5
|
US36962G3H54
|
$3,000
|
$1,152.329
|
$1,152.329
|
2016 USD New Notes
|
$1,256.211
|
|||||||
1.600% Nov 2017
|
36962G6K5
|
US36962G6K56
|
$1,000
|
$271.424
|
$271.424
|
2016 USD New Notes
|
$275.311
|
|||||||
1.625% Apr 2018
|
36962G6W9
|
US36962G6W94
|
$1,500
|
$379.951
|
$379.951
|
2016 USD New Notes
|
$384.571
|
|||||||
5.625% May 2018
|
36962G3U6
|
US36962G3U65
|
$4,000
|
$1,393.870
|
$1,393.870
|
2016 USD New Notes
|
$1,543.697
|
|||||||
4.700% May 2053
|
369622394
|
US3696223946
|
$750
|
$0.288
|
$0.288
|
2016 USD New Notes
|
$0.294
|
|||||||
2.300% Jan 2019
|
36962G7G3
|
US36962G7G36
|
$1,000
|
$530.844
|
$530.844
|
2016 USD New Notes
|
$543.266
|
|||||||
3.800% Jun 2019
|
369668AA6
|
US369668AA67
|
$700
|
$436.838
|
$436.838
|
2016 USD New Notes
|
$467.500
|
|||||||
5.260% Nov 2019
|
36962GM43
|
US36962GM431
|
$75
|
$75.000
|
$75.000
|
2016 USD New Notes
|
$83.865
|
|||||||
3.250% Aug 2020
|
36962G7C2
|
US36962G7C22
|
$250
|
$0.000
|
$0.000
|
2016 USD New Notes
|
$0.000
|
(1)
|
Based on the principal amount of Old Notes tendered in the Exchange Offers, it is anticipated that the 2016 New Notes Cap will permit all Old Notes validly tendered in the 2016 Market Value Exchange Offers to be accepted without proration.
|
(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.
|
Title of Old Notes(1)
|
CUSIP Number
|
ISIN
|
Principal
Amount
Outstanding
(millions)
|
Principal Amount
Tendered by Early
Participation Date
(millions)
|
Hypothetical
Principal Amount
to be Accepted
Pursuant to the
Exchange Offer
(millions)
|
New Notes(2)(3)
|
Hypothetical
Principal Amount to
be Issued Pursuant
to the Exchange
Offer (millions)
|
|||||||
FRNs Jul 2016
|
36967FAC5
|
US36967FAC59
|
$695
|
$396.000
|
$396.000
|
2016 USD New Notes
|
$399.960
|
|||||||
FRNs Jul 2016
|
36962G7A6
|
US36962G7A65
|
$1,600
|
$462.930
|
$462.930
|
2016 USD New Notes
|
$468.717
|
|||||||
FRNs Jan 2017
|
36967FAB7
|
US36967FAB76
|
$2,000
|
$667.640
|
$667.640
|
2016 USD New Notes
|
$674.316
|
|||||||
FRNs May 2017
|
36962G7H1
|
US36962G7H19
|
$500
|
$221.644
|
$221.644
|
2016 USD New Notes
|
$223.860
|
|||||||
F-FRNs May 2017
|
36962G5Y6
|
US36962G5Y69
|
$100
|
$11.965
|
$11.965
|
2016 USD New Notes
|
$12.234
|
|||||||
F-FRNs Aug 2017
|
36962G6B5
|
US36962G6B57
|
$100
|
$16.911
|
$16.911
|
2016 USD New Notes
|
$17.418
|
|||||||
F-FRNs Dec 2017
|
36962G6L3
|
US36962G6L30
|
$100
|
$5.500
|
$5.500
|
2016 USD New Notes
|
$5.569
|
|||||||
FRNs Apr 2018
|
36962G6X7
|
US36962G6X77
|
$400
|
$179.141
|
$179.141
|
2016 USD New Notes
|
$182.724
|
|||||||
FRNs Jan 2019
|
36962G7F5
|
US36962G7F52
|
$500
|
$205.343
|
$205.343
|
2016 USD New Notes
|
$206.883
|
|||||||
FRNs Jan 2020
|
36967FAA9
|
US36967FAA93
|
$500
|
$149.426
|
$149.426
|
2016 USD New Notes
|
$152.041
|
(1)
|
We refer to floating-rate notes as FRNs and fixed to floating-rate notes as F-FRNs.
|
(2)
|
Based on the principal amount of Old Notes tendered in the Exchange Offers, it is anticipated that the 2016 New Notes Cap will permit all Old Notes validly tendered in the 2016 Market Value Exchange Offers to be accepted without proration.
|
(3)
|
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.
|
Title of Old Notes
|
CUSIP Number
|
ISIN
|
Principal
Amount
Outstanding
(millions)
|
Principal Amount
Tendered by Early
Participation Date
(millions)
|
Hypothetical
Principal Amount
to be Accepted
Pursuant to the
Exchange Offer
(millions)
|
New Notes(1)(2)
|
Hypothetical
Principal Amount to
be Issued Pursuant
to the Exchange
Offer (millions)
|
|||||||
1.250% Nov 2016
|
—
|
XS0856562797
|
$300
|
$16.620
|
$16.620
|
2016 USD New Notes
|
$16.780
|
|||||||
4.625% Jan 2043
|
—
|
XS0880289292
|
$700
|
$61.193
|
$61.193
|
2016 USD New Notes
|
$61.069
|
|||||||
5.550% Jan 2026
|
36962GT95
|
US36962GT956
|
$500
|
$5.275
|
$5.275
|
2016 USD New Notes
|
$6.106
|
|||||||
7.500% Aug 2035
|
36959CAA6
|
US36959CAA62
|
$300
|
$90.159
|
$90.159
|
2016 USD New Notes
|
$128.754
|
(1)
|
Based on the principal amount of Old Notes tendered in the Exchange Offers, it is anticipated that the 2016 New Notes Cap will permit all Old Notes validly tendered in the 2016 Market Value Exchange Offers to be accepted without proration.
|
(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.
|
Title of Old Notes
|
CUSIP Number
|
ISIN
|
Principal
Amount
Outstanding
(millions)
|
Principal Amount
Tendered by Early
Participation Date
(millions)
|
Hypothetical
Principal Amount
to be Accepted
Pursuant to the
Exchange Offer
(millions)
|
New Notes(1)(2)
|
Hypothetical
Principal Amount to
be Issued Pursuant
to the Exchange
Offer (millions)
|
|||||||
6.250% Dec 2017
|
—
|
XS0148124588
|
£500
|
£149.976
|
£149.976
|
2016 GBP New Notes
|
£165.705
|
|||||||
5.250% Dec 2028
|
—
|
XS0096298822
|
£425
|
£100.947
|
£100.947
|
2016 GBP New Notes
|
£126.313
|
|||||||
5.625% Sept 2031
|
—
|
XS0154681737
|
£178
|
£48.910
|
£48.910
|
2016 GBP New Notes
|
£63.981
|
|||||||
4.875% Sept 2037
|
—
|
XS0229561831
|
£750
|
£219.773
|
£219.773
|
2016 GBP New Notes
|
£251.625
|
|||||||
5.375% Dec 2040
|
—
|
XS0182703743
|
£450
|
£99.738
|
£99.738
|
2016 GBP New Notes
|
£130.701
|
(1)
|
Based on the principal amount of Old Notes tendered in the Exchange Offers, it is anticipated that the 2016 New Notes Cap will permit all Old Notes validly tendered in the 2016 Market Value Exchange Offers to be accepted without proration.
|
(2)
|
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.
|
Title of Old Notes
|
CUSIP Number
|
ISIN
|
Principal Amount
Outstanding
(millions)
|
Principal Amount
Tendered by Early
Participation Date
(millions)
|
Hypothetical
Principal Amount
to be Accepted
Pursuant to the
Exchange Offer
(millions)
|
Hypothetical
Proration
Factor(1)
|
New Notes(2)
|
Hypothetical
Principal Amount to
be Issued Pursuan
to the Exchange
Offer (millions)
|
||||||||
6.000% Aug 2019
|
36962G4D3
|
US36962G4D32
|
$2,000
|
$774.064
|
$576.165
|
74.43%
|
2020 New Notes
|
$666.468
|
||||||||
2.200% Jan 2020
|
36962G7M0
|
US36962G7M04
|
$2,000
|
$989.186
|
$736.289
|
74.43%
|
2020 New Notes
|
$750.842
|
||||||||
5.500% Jan 2020
|
36962G4J0
|
US36962G4J02
|
$2,000
|
$885.894
|
$659.405
|
74.43%
|
2020 New Notes
|
$756.185
|
||||||||
5.550% May 2020
|
36962G2T0
|
US36962G2T02
|
$1,100
|
$576.167
|
$428.863
|
74.43%
|
2020 New Notes
|
$493.355
|
||||||||
4.375% Sept 2020
|
36962G4R2
|
US36962G4R28
|
$2,150
|
$956.351
|
$711.848
|
74.43%
|
2020 New Notes
|
$786.671
|
||||||||
4.625% Jan 2021
|
36962G4Y7
|
US36962G4Y78
|
$2,250
|
$1,086.508
|
$808.729
|
74.43%
|
2020 New Notes
|
$906.594
|
||||||||
5.300% Feb 2021
|
369622SM8
|
US369622SM84
|
$2,000
|
$885.375
|
$659.018
|
74.43%
|
2020 New Notes
|
$755.162
|
||||||||
4.650% Oct 2021
|
36962G5J9
|
US36962G5J92
|
$3,150
|
$1,444.049
|
$1,074.861
|
74.43%
|
2020 New Notes
|
$1,205.488
|
(1)
|
Proration factor (the percentage of relevant tenders to be accepted) is rounded to the nearest hundredth.
|
(2)
|
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.
|
Title of Old Notes
|
CUSIP Number
|
ISIN
|
Principal Amount
Outstanding
(millions)
|
Principal Amount
Tendered by Early
Participation Date
(millions)
|
Hypothetical
Principal Amount
to be Accepted
Pursuant to the
Exchange Offer
(millions)
|
Hypothetical
Proration
Factor(1)
|
New Notes(2)
|
Hypothetical
Principal Amount to
be Issued Pursuant
to the Exchange
Offer (millions)
|
||||||||
3.150% Sept 2022
|
36962G6F6
|
US36962G6F61
|
$2,000
|
$916.965
|
$682.532
|
74.43%
|
2025 New Notes
|
$704.632
|
||||||||
3.100% Jan 2023
|
36962G6S8
|
US36962G6S82
|
$2,500
|
$1,234.940
|
$919.213
|
74.43%
|
2025 New Notes
|
$944.261
|
||||||||
3.450% May 2024
|
36962G7K4
|
US36962G7K48
|
$1,000
|
$477.364
|
$355.320
|
74.43%
|
2025 New Notes
|
$370.151
|
(1)
|
Proration factor (the percentage of relevant tenders to be accepted) is rounded to the nearest hundredth.
|
(2)
|
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.
|
Title of Old Notes
|
CUSIP Number
|
ISIN
|
Principal Amount
Outstanding
(millions)
|
Principal Amount
Tendered by Early
Participation Date
(millions)
|
Hypothetical
Principal Amount
to be Accepted
Pursuant to the
Exchange Offer
(millions)
|
Hypothetical
Proration
Factor(1)
|
New Notes(2)
|
Hypothetical
Principal Amount to
be Issued Pursuant
to the Exchange
Offer (millions)
|
||||||||
6.750% Mar 2032
|
36962GXZ2
|
US36962GXZ26
|
$5,000
|
$2,842.823
|
$2,116.021
|
74.43%
|
2035 New Notes
|
$2,864.310
|
||||||||
6.150% Aug 2037
|
36962G3A0
|
US36962G3A02
|
$2,000
|
$1,502.758
|
$1,118.560
|
74.43%
|
2035 New Notes
|
$1,441.936
|
||||||||
5.875% Jan 2038
|
36962G3P7
|
US36962G3P70
|
$6,350
|
$4,773.773
|
$3,553.301
|
74.43%
|
2035 New Notes
|
$4,451.966
|
||||||||
6.875% Jan 2039
|
36962G4B7
|
US36962G4B75
|
$4,000
|
$2,700.224
|
$2,009.879
|
74.43%
|
2035 New Notes
|
$2,792.567
|
(1)
|
Proration factor (the percentage of relevant tenders to be accepted) is rounded to the nearest hundredth.
|
(2)
|
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.
|