GE Capital Australia Funding Pty. Ltd. Announces Any and All Cash Tender Offer for Certain AUD--denominated Securities

SYDNEY--()--NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (the “United States”) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.

GE Capital Australia Funding Pty. Ltd. (ACN 085 675 467) (the “Offeror”) today announced that it had commenced cash tender offers to purchase any and all of the securities set forth in the table below (each an “Offer” and collectively the “Tender Offer”).

                   

AUD Fixed Rate
Securities

Security ISIN

Aggregate Principal
Amount Outstanding

Fixed Spread

Reference
Benchmark(1)

GE Capital Australia
Funding Pty. Ltd.

5.250% Notes due August 2017 AU3CB0198240 AUD400,000,000 45 bps

The applicable
semi quarterly
coupon matched
asset swap rate

4.500% Notes due January 2018 AU3CB0204691 AUD500,000,000 50 bps
6.000% Notes due March 2019 AU300GCAF087 AUD200,000,000 60 bps
 
               

AUD Floating Rate
Securities

Security ISIN

Aggregate Principal
Amount Outstanding

Fixed Price

GE Capital Australia
Funding Pty. Ltd.

Floating Rate Notes due
January 2018

AU3FN0017737 AUD250,000,000 101.125%
 

Overview of the Tender Offer

The Tender Offer is made pursuant to the terms and subject to the conditions set forth in the Tender Offer Memorandum dated today (as it may be amended or supplemented from time to time, the “Tender Offer Memorandum”).

In respect of floating rate Securities the fixed price offered for each AUD1,000 principal amount of Securities purchased pursuant to the Tender Offer is set forth in the table above (the “Floating Rate Consideration”). In respect of fixed rate Securities the fixed spread over the relevant Reference Benchmark offered for Securities purchased pursuant to the Tender Offer is set forth in the table above (the “Fixed Rate Consideration” and, together with the Floating Rate Consideration, the “Consideration”). The Fixed Rate Consideration will be determined by reference to the Reference Benchmarks at Pricing, which is expected to occur on or about 10.00 am Sydney time on 6 May 2016.

Holders whose Securities are purchased pursuant to the Tender Offer will also be paid an amount equal to the accrued and unpaid interest thereon from the applicable last interest payment date up to, but not including, the date (the “Settlement Date”) on which payment is made for Securities that have been validly tendered (and not validly revoked) (the “Accrued Interest”). Interest will cease to accrue on the Settlement Date for all Securities accepted in any Offer.

The Tender Offer will expire at 12.00 p.m. Sydney time on 5 May 2016, unless extended by the Offeror (such time and date, as the same may be extended, the “Expiration Time”). Holders of Securities must validly tender and not validly revoke their Securities prior to the Expiration Time to be eligible to receive the Consideration. Tendered Securities are irrevocable except in the limited circumstances described in the Tender Offer Memorandum.

The Offeror expects that the Settlement Date for each Offer will be on or about 12 May 2016. Interest will cease to accrue on the Settlement Date for all Securities accepted in any Offer.

If you hold Securities through a broker, dealer, custodian bank, depositary, trust company or other nominee, you should keep in mind that this entity may require you to take action with respect to an Offer a number of days before the Expiration Time in order for such entity to tender Securities on your behalf prior to the Expiration Time.

The Offeror’s obligation to pay the Consideration plus Accrued Interest is conditioned, among other things, on the satisfaction or waiver of certain conditions set forth in the Tender Offer Memorandum. No Offer is conditioned on any minimum amount of Securities being tendered or on the consummation of any other Offer, and each Offer may be amended, extended or terminated separately.

The purpose of the Tender Offer is to retire a portion of certain of the Offeror’s outstanding debt securities and reduce cash interest expense as part of General Electric Company’s (“GE”) plan, announced on 10 April 2015, to reduce the size of its financial services businesses through the sale of most of General Electric Capital Corporation’s assets and to focus on continued investment and growth in GE’s industrial businesses. Any Securities that are purchased in the Tender Offer will be retired and cancelled.

The Offeror has retained Deutsche Bank AG, Sydney Branch (“Deutsche Bank”), Barclays Bank PLC (“Barclays”) and Royal Bank of Canada, Sydney Branch (“RBC”) to act as Dealer Managers (collectively, the “Dealer Managers”) for the Tender Offer. Deutsche Bank may be contacted at +61 2 8258 1339; Barclays may be contacted at +44 (0)203 134 8515; and RBC may be contacted at +61 2 9033 3033.

The Offeror has also retained Lucid Issuer Services Limited to serve as information agent (the “Information Agent”) for the Tender Offer and BTA Institutional Services Australia Limited to serve as the Australian tender agent (the “Australian Tender Agent”).

Any requests for additional electronic copies of the Tender Offer Memorandum should be directed to the Information Agent at Lucid Issuer Services Ltd., Tankerton Works, 12 Argyle Walk, London WC1H 8HA, United Kingdom (telephone: +44 (0) 207 704 0880; email: ge@lucid-is.com) and any questions concerning tender procedures relating to the Securities should be directed to the Australian Tender Agent at Level 2, 1 Bligh Street, Sydney NSW 2000, Australia (telephone: +61 2 9260 6000). You may also contact your broker, dealer, custodian bank, depositary, trust company or other nominee for assistance concerning the Tender Offer. Any questions concerning the terms and conditions of the Tender Offer should be directed to the Dealer Managers at the telephone numbers listed on the back cover of the Tender Offer Memorandum.

Copies of the Tender Offer Memorandum are available from the Information Agent at its address set out above .

None of the Offeror, the Dealer Managers, the Australian Tender Agent or the Information Agent is making any recommendation as to whether Holders should tender Securities in response to the Tender Offer.

This communication does not constitute an offer to purchase or a solicitation of tenders of Securities from any person located in the United States or in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer or solicitation under applicable securities or blue sky laws or otherwise. This communication does not constitute an offer to sell any securities or the solicitation of an offer to buy any securities (other than the Securities set forth in the table above).

The distribution of this communication and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this communication and/or the Tender Offer Memorandum comes are required by each of the Offeror, the Dealer Managers, the Information Agent and the Australian Tender Agent to inform themselves about, and to observe, any such restrictions. We refer to the section “Offer and Distribution Restrictions” in the Tender Offer Memorandum.

Forward-Looking Statements

This communication 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,” or “target.” Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the Tender Offer. Uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include the failure to consummate any of these transactions or to make or take any filing or other action required to consummate any such transaction on a timely matter or at all. These or other uncertainties may cause our actual future results to be materially different from those expressed in our forward-looking statements.

Contacts

Investors:
Matt Cribbins, +1-203-373-2424
matthewg.cribbins@ge.com
or
Media:
Susan Bishop, +1-203-750-5362
Susan.bishop@ge.com

Contacts

Investors:
Matt Cribbins, +1-203-373-2424
matthewg.cribbins@ge.com
or
Media:
Susan Bishop, +1-203-750-5362
Susan.bishop@ge.com