GE Announces Launch of Debt Tender Offer

BOSTON–(BUSINESS WIRE)–GE (NYSE:GE) announces for its own account (including as successor of General Electric Capital Corporation and General Electric Capital Services, Inc.) and on behalf of 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”) an offer to purchase for cash (such offer to purchase, the “Tender Offer”) up to $7,000,000,000 (as converted on the basis set forth herein) aggregate purchase price of the securities listed in the table below (such securities, the “Securities”) (excluding the accrued and unpaid interest on such Securities) (the “Total Maximum Amount”) issued by GE or an affiliate (and assumed or guaranteed by GE).

* Admitted to trading on the Regulated Market of Euronext Dublin.

** Listed on the New York Stock Exchange.

*** 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.

****** Admitted to trading on the Regulated Market of the Luxembourg Stock Exchange and Euronext Dublin.

† Issued by GE Capital International Funding Company Unlimited Company (formerly GE Capital International Funding Company).

†† Originally issued by General Electric Capital Corporation.

††† Issued by GE Capital Funding, LLC.

†††† Originally issued by General Electric Capital Services, Inc.

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

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

††††††† Issued by Security Capital Group Incorporated.

†††††††† Issued by Security Capital Group Incorporated (as successor to SUSA Partnership, L.P.).

(1) Per $1,000, £1,000 or €1,000 principal amount.

(2) The Total Consideration payable for each series of Fixed Spread Securities 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 the applicable Fixed Spread, and when calculated in such a manner already includes the applicable Early Participation Amount. In addition, Holders whose Securities are accepted for purchase will also receive any Accrued Interest (as defined below) on such Securities. Holders of Securities that are validly tendered after the Early Participation Date and at or before the Expiration Date and accepted for purchase will receive only the applicable Late Tender Offer Consideration, which does not include the applicable Early Participation Amount, together with any Accrued Interest on such Securities.

(3) The Total Consideration payable 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 purchase by GE, as set forth above. In addition, Holders whose Securities are accepted for purchase will also receive any Accrued Interest on such Securities. Holders of Securities that are validly tendered after the Early Participation Date and at or before the Expiration Date and accepted for purchase will receive only the applicable Late Tender Offer Consideration, which does not include the applicable Early Participation Amount, together with any Accrued Interest on such Securities.

The Tender Offer is 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.

Copies of the Offer to Purchase are available from the Information and Tender Agent as set out below. All documentation relating to the Offer to Purchase, together with any updates will be available via the Offer Website: www.dfking.com/ge.

Timetable for the Tender Offer

Purpose of the Tender Offer

The purpose of the Tender Offer is to purchase certain outstanding debt issued by GE or an affiliate (and assumed or guaranteed by GE) and to reduce GE’s leverage consistent with its previously announced plans. Securities that are accepted in the Tender Offer will be purchased, retired and cancelled and will no longer remain outstanding obligations of GE or any affiliate of GE.

Details of the Tender Offer

The Tender Offer will expire at 11:59 p.m., New York City time, on December 7, 2022, unless extended or earlier terminated by GE in its sole and absolute discretion (such date and time, as the same may be extended, the “Expiration Date”). Securities tendered may be withdrawn at any time on or prior to 5:00 p.m., New York City time, on November 22, 2022, unless extended by GE in its sole and absolute discretion (such date and time, as the same may be extended, the “Withdrawal Date”), but not thereafter.

Securities validly tendered and not validly withdrawn pursuant to the Tender Offer and accepted for purchase by GE will be accepted for purchase based on the acceptance priority levels set forth in the table above (the “Acceptance Priority Levels”), subject to the limitation that the maximum aggregate purchase price to be paid for the Securities in the Tender Offer (excluding the accrued and unpaid interest on the Securities) will not exceed the Total Maximum Amount, and may be subject to proration, all as more fully described herein and in the Offer to Purchase.