Notice by GE Capital of Extension of Expiration Date and the Initial Consent Date...
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Notice by GE Capital of Extension of Expiration Date and the Initial Consent
Date for the Pending Tender Offers and Consent Solicitations Commenced on
March 5, 2009, and Increase in Early Consideration and Consent Consideration
for Certain of the Debt Securities
STAMFORD, Conn., June 1 /PRNewswire/ -- Regarding the cash tender offers (the
"Offers") and consent solicitations (the "Consent Solicitations") commenced by
General Electric Capital Corporation (the "Company") on March 5, 2009, the
Company hereby gives notice that it is extending the "Expiration Date" and the
"Initial Consent Date", each as set forth in the Offer Documents (as defined
below), to 5:00 p.m., New York City time, on June 19, 2009, for those series
of debt securities listed in the table appearing below that are subject to the
Offers and Consent Solicitations (the "Remaining Securities") for which the
Company has not yet received the requisite consents from holders to certain
proposed amendments to the indentures governing the Remaining Securities. As
a result, holders of the Remaining Securities may assure their eligibility to
(a) obtain payment of the applicable "Consent Consideration" by providing
their consent to the proposed amendments, while retaining their Remaining
Securities, or (b) obtain payment of the "Early Consideration" by tendering
their Remaining Securities prior to the Consent Date with respect to the
applicable series; in each case as defined in, and subject to the terms and
conditions set forth in, the Company's Offers to Purchase and Consent
Solicitations Statement, dated March 5, 2009, and the related Consent and
Letter of Transmittal (together, and as amended or supplemented, the "Offer
Documents"). Holders who have previously tendered their Remaining Securities
or delivered their consents without a related tender of the Remaining
Securities do not need to re-tender their Remaining Securities, re-deliver
their consent or take any other action in response to this extension in order
to continue to be eligible to receive the Consent Consideration or Early
Consideration, as applicable.
The terms and conditions of the Offers, as amended, and Consent Solicitations,
as amended, for the Remaining Securities are set forth in the Offer Documents.
The Remaining Securities are set forth in the table below. As of 5:00 p.m.,
New York City time on Friday, May 29, 2009, holders had validly tendered or
delivered consents for the Remaining Securities in the amounts provided in the
table.
CUSIP/ISIN Number Title of Aggregate Principal
Security Amount of the
Notes Tendered or Percent-
Consents Delivered age
369622CB9/US369622CB93 8.300% Notes due $146,951,000 58.78%
September 20, 2009
369622CA1/US369622CA11 Floating Rate Notes $925,000 53.62%
due August 1, 2049
369622CF0/S369622CF08 Floating Rate Notes $3,293,000 54.08%
due February 1, 2050
369622CK9/US369622CK92 Floating Rate Notes $6,171,000 60.56%
due April 1, 2050
369622DH5/US369622DH54 Floating Rate Notes $5,131,000 45.49%
due December 1, 2051
The Company also hereby gives notice that it is increasing (i) the Early
Consideration from $1,000 per $1,000 principal amount of the Remaining
Securities listed in the table below to $1,020 per $1,000 principal amount of
such Remaining Securities and (ii) the Consent Consideration from 20 bps per
annum per $1,000 principal amount of the Remaining Securities listed in the
table below to 25 bps per annum per $1,000 principal amount of such Remaining
Securities, in each case as set forth in the table appearing below.
CUSIP/ Aggregate Title of Early Tender OR Consent
ISIN Outstanding Security Consider- Consider- Consider-
Number Principal ation ation ation
Amount Per Per Per
$1,000 $1,000 $1,000
Principal Principal Principal
Amount Amount Amount(1)
Floating
Rate Notes
369622CA1/ due Aug. 1 25 bps per
US369622CA11 $1,725,000 2049 $1,020 $990 annum
Floating
Rate Notes
369622CF0/ due Feb. 1, 25 bps per
US369622CF08 $6,089,000 2050 $1,020 $990 annum
Floating
Rate Notes
369622CK9/ due April 1, 25 bps per
US369622CK92 $10,190,000 2050 $1,020 $990 annum
Floating
Rate Notes
369622DH5/ due Dec. 1, 25 bps per
US369622DH54 $11,279,000 2051 $1,020 $990 annum
(1) Represents an increase in the applicable annual interest rate for each
series of Floating Rate Notes as set forth in this table, effective
for the remaining term of the applicable Notes. The increased rate
will be effective as of the next interest payment date for such series
and will be paid starting with the period commencing on such date.
Except as described above, all other terms and conditions of the Offers, as
amended, and Consent Solicitations, as amended, remain in full force and
effect.
The Company previously announced on April 8, 2009 and May 5, 2009 that it had
received the requisite consents from holders of eleven series of notes subject
to the Offers and Consent Solicitations. The Company previously entered into
supplemental indentures to the indentures governing such series of notes and
settled payments with respect to such notes on April 9, 2009 and May 6, 2009,
as the case may be.
Citi is acting as dealer manager for the Offers, as amended, and Consent
Solicitations, as amended. Questions regarding the transaction and the
procedures for tendering and consenting may be directed to Citi by telephone
at (800) 558-3745 (toll-free).
Global Bondholder Services is the information agent for the Offers, as
amended, and Consent Solicitations, as amended. Requests for documentation
should be directed to Global Bondholder Services at (866) 807-2200
(toll-free).
This legal announcement is for informational purposes only and is not an offer
to purchase, a solicitation of an offer to purchase or a solicitation of
consent with respect to any securities. The Offers, as amended, and Consent
Solicitations, as amended, are being made solely pursuant to the Offer
Documents, which set forth the complete terms of the Offers, as amended, and
Consent Solicitations, as amended.
SOURCE General Electric Capital Corporation
Investors: Mike Bellora, +1-203-961-2475, mike.bellora@ge.com, or Press/Media:
Russell Wilkerson, +1-203-373-3193, russell.wilkerson@ge.com, both of General
Electric Capital Corporation
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