GENERAL ELECTRIC COMPANY (“COMPANY”) DEBT SECURITIES UNDERWRITING AGREEMENT
Exhibit 1.1
GENERAL ELECTRIC COMPANY
(“COMPANY”)
DEBT SECURITIES
UNDERWRITING AGREEMENT
May 10, 2017
General Electric Company
00 Xxxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Ladies and Gentlemen:
On behalf of the several Underwriters named in Schedule I hereto (the “Underwriters”) and for their respective accounts, we offer to purchase, on and subject to the terms and conditions of, and utilizing terms as defined in, the Underwriting Agreement Standard Provisions (Debt Securities and/or Warrants) dated as of November 21, 2008 (“Standard Provisions”), which is attached hereto, the following securities (“Designated Securities”) on the following terms:
DEBT SECURITIES
€1,750,000,000 0.375% Notes due 2022
Pricing Effective Time: | 6:50 PM, London time on May 10, 2017 |
Pricing Disclosure Material: | Basic Prospectus dated February 29, 2016, Preliminary Prospectus Supplement dated May 10, 2017 and Permitted Free Writing Prospectus dated May 10, 2017, in the aggregate |
Indenture: | Senior Note Indenture dated as of October 9, 2012 between General Electric Company and The Bank of New York Mellon, as trustee for the senior debt securities |
Title: | 0.375% Notes due 2022 |
Rank: | Senior Unsecured |
Aggregate Principal Amount: | €1,750,000,000 |
Overallotment Option: | None |
Interest Rate: | 0.375% |
Maturity: | May 17, 2022 |
Interest Payment Date: | May 17 of each year, beginning on May 17, 2018, and on the Maturity date. |
Regular Record Date: | The 15th calendar day (whether or not a business day) immediately preceding the related interest payment date. |
Day Count Convention: | Actual/Actual (ICMA); Following, Unadjusted |
Conversion or Exchange Provisions: | None |
Listing Requirements: | The Company intends to apply to list the notes on the New York Stock Exchange |
Fixed or Variable Price Offering: | Fixed |
If Fixed Price Offering, initial public offering price: | 99.743% of the principal amount, plus accrued interest, if any, from May 17, 2017 |
Purchase Price by Underwriters: | 99.418% of the principal amount (€1,739,815,000) |
Currency of Denomination: | € |
Currency of Payment: | € |
Form and Denomination: | The notes will be issued only in registered, book-entry form. One or more global notes will be deposited with a common depositary on behalf of Clearstream Banking, société anonyme and Euroclear Bank S.A./N.V. and registered in the name of the common depositary or its nominee; minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof |
Overseas Paying Agents: | The Bank of New York Mellon, London Branch |
Optional Redemption: | |
Make-Whole Redemption: | Prior to April 17, 2022, make-whole redemption at the discount rate of the yield to maturity of comparable German government bond +10 basis points, as described in the Pricing Disclosure Material |
Par Redemption: | On or after April 17, 2022, at par plus accrued and unpaid interest, if any, to, but excluding the redemption date. |
Sinking Fund: | None |
Method of Payment: | Same day funds |
Other Terms: | None |
If changes in the Standard Provisions have been agreed to, set forth below: |
The opinion referred to in Section 5(b) shall be delivered by Xxxxxx, Xxxx & Xxxxxxxx LLP. In connection with the issuance of the Designated Securities, the Company will enter into a paying agency agreement (the “Paying Agency Agreement”) to be dated on or around May 17, 2017, between the Company and The Bank of New York Mellon acting through its London Branch. The following section shall be added to the opinion referred to in Section 5(c): “The Paying Agency Agreement has been duly authorized and, when executed and delivered by the parties thereto, will be a valid and binding agreement of the Company, enforceable in accordance with its terms (subject to applicable equitable principles and except as may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally).” Xxxxx Xxxx & Xxxxxxxx shall deliver an opinion that the statements in the Prospectus under the caption “United States Tax Considerations,” insofar as they constitute summaries of matters of U.S. federal income and estate tax law and regulation or legal conclusions with respect thereto, fairly present the matters described therein in all material respects. Notices to the Company pursuant to Section 10 shall be sent to 000 Xxxx Xxxxxx, 0xx Xxxxx, Xxxxxxx, XX 00000. |
Notices to the Underwriters pursuant to Section 10 shall be sent to:
BNP Paribas 00 Xxxxxxxx Xxxxxx Xxxxxx, XX0 0XX Xxxxxx Xxxxxxx
Citigroup Global Markets Limited Citigroup Centre Canada Square Xxxxxx Xxxxx Xxxxxx, X00 0XX Xxxxxx Xxxxxxx
Deutsche Bank AG, London Branch Winchester House 1 Great Xxxxxxxxxx Xxxxxx Xxxxxx, XX0X 0XX Xxxxxx Xxxxxxx
HSBC Bank plc 0 Xxxxxx Xxxxxx Xxxxxx, X00 0XX Xxxxxx Xxxxxxx
X.X. Xxxxxx Securities plc 00 Xxxx Xxxxxx Xxxxxx Xxxxx Xxxxxx, X00 0XX Xxxxxx Xxxxxxx
Xxxxxxx Xxxxx International 0 Xxxx Xxxxxx Xxxxxx Xxxxxx XX0X 0XX Xxxxxx Xxxxxxx Attention: Syndicate Desk The following section is added to the Standard Provisions: “In accordance with the requirements of the USA Patriot Act (Title III of Pub. L, 107-56 (signed into law October 26, 2001)), the underwriters are required to obtain, verify and record information that identifies its clients, which may include the name and address of their clients, as well as other information that will allow the underwriters to properly identify their clients.” |
The following section is added to the Standard Provisions: “As between the Underwriters, the execution of this Underwriting Agreement by all parties hereto will constitute acceptance by each Underwriter of the ICMA Agreement Among Managers New York Version 1 (the “Agreement Among Managers”) subject to any amendment notified to such Underwriter in writing at any time prior to the execution of this Agreement. For purposes of the Agreement Among Managers, references to the “Managers” shall be deemed to refer to the Underwriters, references to the “Lead Manager” shall be deemed to refer to the Representatives, and references to “Settlement Lead Manager” shall be deemed to refer to Xxxxxxx Xxxxx International. As applicable to the Underwriters, Clause 3 of the Agreement Among Managers shall be deemed to be deleted in its entirety and replaced with Section 9 of the Standard Provisions. Except as provided in this Agreement, the Underwriters shall pay their own expenses relating to the transactions contemplated hereunder. Each Underwriter agrees to pay the portion of such expenses represented by such Underwriter’s pro rata share (based on the proportion that the principal amount of Securities set forth opposite each Underwriter’s name in Schedule I bears to the aggregate principal amount of Securities set forth opposite the names of all Underwriters) of the Securities (with respect to each Underwriter, the “Pro Rata Expenses”).” The following section is added to the Standard Provisions: “The Company hereby authorizes Xxxxxxx Xxxxx International in its role as stabilizing manager (the “Stabilizing Manager”) to make adequate public disclosure regarding stabilization of the information required in relation to such stabilization by Commission Regulation (EC) 2273/2003 of the Commission of the European Communities. The Stabilizing Manager for its own account may, to the extent permitted by applicable laws and directives, over-allot and effect transactions with a view to supporting the market price of the Designated Securities at a level higher than that which might otherwise prevail, but in doing so the Stabilizing Manager shall act as principal and not as agent of the Company and any loss resulting from overallotment and stabilization shall be borne, and any profit arising therefrom shall be beneficially retained, by the Stabilizing Manager. However, there is no assurance that the Stabilizing Manager (or persons acting on behalf of the Stabilizing Manager) will undertake any stabilization action. Nothing contained in this paragraph shall be construed so as to require the Company to issue in excess of the aggregate principal amount of Designated Securities specified in Schedule I hereto. Such stabilization, if commenced, may be discontinued at any time and shall be conducted by the Stabilizing Manager in accordance with all applicable laws and directives.” |
The following section is added to the Standard Provisions: “(a) Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements, or understanding between the parties hereto, each counterparty to a BRRD Party under this Agreement acknowledges and accepts that a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority, and acknowledge, accept and agree to be bound by: (i) the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any BRRD Party to it under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: (A) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon; (B) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the relevant BRRD Party or another person, and the issue to or conferral on it of such shares, securities or obligations; (C) the cancellation of the BRRD Liability; (D) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and (E) the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority. |
(b) As used in this Section: (i) “Bail-in Legislation” means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time. (ii) “Bail-in Powers” means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation. (iii) “BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms. (iv) “BRRD Liability” means a liability in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised. (v) “BRRD Party” means any Underwriter subject to Bail-in Powers. (vi) “EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at xxxx://xxx.xxx.xx.xxx/xxxxx.xxxx?xx000. (vii) “Relevant Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the relevant BRRD Party.” In addition to the representations and warranties of the Company contained in Section 1(a) of the Standard Provisions, the following section is added: “The Company has instituted and maintains policies and procedures designed to prevent violation by the Company and its consolidated affiliates (taken as a whole) of any applicable anti-money laundering, anti-bribery or anti-corruption laws, regulations and rules and any applicable international trade control and economic sanctions.” |
The following section is added to Section 3(a) of the Standard Provisions: “(6) The Company will use its commercially reasonable efforts to list the Designated Securities, subject to notice of issuance, for trading on the New York Stock Exchange.” The following section is added to Section 3(b) of the Standard Provisions: “At the Closing Time or as soon as practicable thereafter (and in any event, no later than one week after the Closing Time), each Underwriter shall provide to the Company an executed copy of U.S. Internal Revenue Service Form W-8BEN-E (or any successor form having substantially the same effect) in connection with the payment of any fees or other compensation payable by the Company to such Underwriter in its capacity as an Underwriter in relation to the issuance of the Designated Securities. For the avoidance of doubt, a failure by any Underwriter to provide a form W-8BEN-E to the Company shall not constitute a breach of this Underwriting Agreement by any other Underwriter.” The following section is added to Section 5 of the Standard Provisions: “(F) The Representatives shall have received an executed copy of the Paying Agency Agreement.” |
€2,000,000,000 0.875% Notes due 2025
Pricing Effective Time: | 6:50 PM, London time on May 10, 2017 |
Pricing Disclosure Material: | Basic Prospectus dated February 29, 2016, Preliminary Prospectus Supplement dated May 10, 2017 and Permitted Free Writing Prospectus dated May 10, 2017, in the aggregate |
Indenture: | Senior Note Indenture dated as of October 9, 2012 between General Electric Company and The Bank of New York Mellon, as trustee for the senior debt securities |
Title: | 0.875% Notes due 2025 |
Rank: | Senior Unsecured |
Aggregate Principal Amount: | €2,000,000,000 |
Overallotment Option: | None |
Interest Rate: | 0.875% |
Maturity: | May 17, 2025 |
Interest Payment Date: | May 17 of each year, beginning on May 17, 2018, and on the Maturity date. |
Regular Record Date: | The 15th calendar day (whether or not a business day) immediately preceding the related interest payment date. |
Day Count Convention: | Actual/Actual (ICMA); Following, Unadjusted |
Conversion or Exchange Provisions: | None |
Listing Requirements: | The Company intends to apply to list the notes on the New York Stock Exchange |
Fixed or Variable Price Offering: | Fixed |
If Fixed Price Offering, initial public offering price: | 99.006% of the principal amount, plus accrued interest, if any, from May 17, 2017 |
Purchase Price by Underwriters: | 98.616% of the principal amount (€1,972,320,000) |
Currency of Denomination: | € |
Currency of Payment: | € |
Form and Denomination: | The notes will be issued only in registered, book-entry form. One or more global notes will be deposited with a common depositary on behalf of Clearstream Banking, société anonyme and Euroclear Bank S.A./N.V. and registered in the name of the common depositary or its nominee; minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof |
Overseas Paying Agents: | The Bank of New York Mellon, London Branch |
Optional Redemption: | |
Make-Whole Redemption: | Prior to February 17, 2025, make-whole redemption at the discount rate of the yield to maturity of comparable German government bond +15 basis points, as described in the Pricing Disclosure Material |
Par Redemption: | On or after February 17, 2025, at par plus accrued and unpaid interest, if any, to, but excluding the redemption date. |
Sinking Fund: | None |
Method of Payment: | Same day funds |
Other Terms: | None |
If changes in the Standard Provisions have been agreed to, set forth below: |
The opinion referred to in Section 5(b) shall be delivered by Xxxxxx, Xxxx & Xxxxxxxx LLP. In connection with the issuance of the Designated Securities, the Company will enter into a paying agency agreement (the “Paying Agency Agreement”) to be dated on or around May 17, 2017, between the Company and The Bank of New York Mellon acting through its London Branch. The following section shall be added to the opinion referred to in Section 5(c): “The Paying Agency Agreement has been duly authorized and, when executed and delivered by the parties thereto, will be a valid and binding agreement of the Company, enforceable in accordance with its terms (subject to applicable equitable principles and except as may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally).” Xxxxx Xxxx & Xxxxxxxx shall deliver an opinion that the statements in the Prospectus under the caption “United States Tax Considerations,” insofar as they constitute summaries of matters of U.S. federal income and estate tax law and regulation or legal conclusions with respect thereto, fairly present the matters described therein in all material respects. |
Notices to the Company pursuant to Section 10 shall be sent to 000 Xxxx Xxxxxx, 0xx Xxxxx, Xxxxxxx, XX 00000. Notices to the Underwriters pursuant to Section 10 shall be sent to:
BNP Paribas 00 Xxxxxxxx Xxxxxx Xxxxxx, XX0 0XX Xxxxxx Xxxxxxx
Citigroup Global Markets Limited Citigroup Centre Canada Square Xxxxxx Xxxxx Xxxxxx, X00 0XX Xxxxxx Xxxxxxx
Deutsche Bank AG, London Branch Winchester House 1 Great Xxxxxxxxxx Xxxxxx Xxxxxx, XX0X 0XX Xxxxxx Xxxxxxx
HSBC Bank plc 0 Xxxxxx Xxxxxx Xxxxxx, X00 0XX Xxxxxx Xxxxxxx
X.X. Xxxxxx Securities plc 00 Xxxx Xxxxxx Xxxxxx Xxxxx Xxxxxx, X00 0XX Xxxxxx Xxxxxxx
Xxxxxxx Xxxxx International 0 Xxxx Xxxxxx Xxxxxx Xxxxxx, XX0X 0XX Xxxxxx Xxxxxxx Attention: Syndicate Desk |
The following section is added to the Standard Provisions: “In accordance with the requirements of the USA Patriot Act (Title III of Pub. L, 107-56 (signed into law October 26, 2001)), the underwriters are required to obtain, verify and record information that identifies its clients, which may include the name and address of their clients, as well as other information that will allow the underwriters to properly identify their clients.” The following section is added to the Standard Provisions: “As between the Underwriters, the execution of this Underwriting Agreement by all parties hereto will constitute acceptance by each Underwriter of the ICMA Agreement Among Managers New York Version 1 (the “Agreement Among Managers”) subject to any amendment notified to such Underwriter in writing at any time prior to the execution of this Agreement. For purposes of the Agreement Among Managers, references to the “Managers” shall be deemed to refer to the Underwriters, references to the “Lead Manager” shall be deemed to refer to the Representatives, and references to “Settlement Lead Manager” shall be deemed to refer to Xxxxxxx Xxxxx International. As applicable to the Underwriters, Clause 3 of the Agreement Among Managers shall be deemed to be deleted in its entirety and replaced with Section 9 of the Standard Provisions. Except as provided in this Agreement, the Underwriters shall pay their own expenses relating to the transactions contemplated hereunder. Each Underwriter agrees to pay the portion of such expenses represented by such Underwriter’s pro rata share (based on the proportion that the principal amount of Securities set forth opposite each Underwriter’s name in Schedule I bears to the aggregate principal amount of Securities set forth opposite the names of all Underwriters) of the Securities (with respect to each Underwriter, the “Pro Rata Expenses”).” |
The following section is added to the Standard Provisions: “The Company hereby authorizes Xxxxxxx Xxxxx International in its role as stabilizing manager (the “Stabilizing Manager”) to make adequate public disclosure regarding stabilization of the information required in relation to such stabilization by Commission Regulation (EC) 2273/2003 of the Commission of the European Communities. The Stabilizing Manager for its own account may, to the extent permitted by applicable laws and directives, over-allot and effect transactions with a view to supporting the market price of the Designated Securities at a level higher than that which might otherwise prevail, but in doing so the Stabilizing Manager shall act as principal and not as agent of the Company and any loss resulting from overallotment and stabilization shall be borne, and any profit arising therefrom shall be beneficially retained, by the Stabilizing Manager. However, there is no assurance that the Stabilizing Manager (or persons acting on behalf of the Stabilizing Manager) will undertake any stabilization action. Nothing contained in this paragraph shall be construed so as to require the Company to issue in excess of the aggregate principal amount of Designated Securities specified in Schedule I hereto. Such stabilization, if commenced, may be discontinued at any time and shall be conducted by the Stabilizing Manager in accordance with all applicable laws and directives.” The following section is added to the Standard Provisions: “(a) Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements, or understanding between the parties hereto, each counterparty to a BRRD Party under this Agreement acknowledges and accepts that a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority, and acknowledge, accept and agree to be bound by: (i) the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any BRRD Party to it under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: (A) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon; |
(B) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the relevant BRRD Party or another person, and the issue to or conferral on it of such shares, securities or obligations; (C) the cancellation of the BRRD Liability; (D) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and (E) the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority. (b) As used in this Section: (i) “Bail-in Legislation” means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time. (ii) “Bail-in Powers” means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation. (iii) “BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms. (iv) “BRRD Liability” means a liability in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised. (v) “BRRD Party” means any Underwriter subject to Bail-in Powers. (vi) “EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at xxxx://xxx.xxx.xx.xxx/xxxxx.xxxx?xx000. (vii) “Relevant Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the relevant BRRD Party.” |
In addition to the representations and warranties of the Company contained in Section 1(a) of the Standard Provisions, the following section is added: “The Company has instituted and maintains policies and procedures designed to prevent violation by the Company and its consolidated affiliates (taken as a whole) of any applicable anti-money laundering, anti-bribery or anti-corruption laws, regulations and rules and any applicable international trade control and economic sanctions.” The following section is added to Section 3(a) of the Standard Provisions: “(6) The Company will use its commercially reasonable efforts to list the Designated Securities, subject to notice of issuance, for trading on the New York Stock Exchange.” The following section is added to Section 3(b) of the Standard Provisions: “At the Closing Time or as soon as practicable thereafter (and in any event, no later than one week after the Closing Time), each Underwriter shall provide to the Company an executed copy of U.S. Internal Revenue Service Form W-8BEN-E (or any successor form having substantially the same effect) in connection with the payment of any fees or other compensation payable by the Company to such Underwriter in its capacity as an Underwriter in relation to the issuance of the Designated Securities. For the avoidance of doubt, a failure by any Underwriter to provide a form W-8BEN-E to the Company shall not constitute a breach of this Underwriting Agreement by any other Underwriter.” The following section is added to Section 5 of the Standard Provisions: “(F) The Representatives shall have received an executed copy of the Paying Agency Agreement.” |
€2,250,000,000 1.500% Notes due 2029
Pricing Effective Time: | 6:50 PM, London time on May 10, 2017 |
Pricing Disclosure Material: | Basic Prospectus dated February 29, 2016, Preliminary Prospectus Supplement dated May 10, 2017 and Permitted Free Writing Prospectus dated May 10, 2017, in the aggregate |
Indenture: | Senior Note Indenture dated as of October 9, 2012 between General Electric Company and The Bank of New York Mellon, as trustee for the senior debt securities |
Title: | 1.500% Notes due 2029 |
Rank: | Senior Unsecured |
Aggregate Principal Amount: | €2,250,000,000 |
Overallotment Option: | None |
Interest Rate: | 1.500% |
Maturity: | May 17, 2029 |
Interest Payment Date: | May 17 of each year, beginning on May 17, 2018, and on the Maturity date. |
Regular Record Date: | The 15th calendar day (whether or not a business day) immediately preceding the related interest payment date. |
Day Count Convention: | Actual/Actual (ICMA); Following, Unadjusted |
Conversion or Exchange Provisions: | None |
Listing Requirements: | The Company intends to apply to list the notes on the New York Stock Exchange |
Fixed or Variable Price Offering: | Fixed |
If Fixed Price Offering, initial public offering price: | 99.240% of the principal amount, plus accrued interest, if any, from May 17, 2017 |
Purchase Price by Underwriters: | 98.780% of the principal amount (€2,222,550,000) |
Currency of Denomination: | € |
Currency of Payment: | € |
Form and Denomination: | The notes will be issued only in registered, book-entry form. One or more global notes will be deposited with a common depositary on behalf of Clearstream Banking, société anonyme and Euroclear Bank S.A./N.V. and registered in the name of the common depositary or its nominee; minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof |
Overseas Paying Agents: | The Bank of New York Mellon, London Branch |
Optional Redemption: | |
Make-Whole Redemption: | Prior to February 17, 2029, make-whole redemption at the discount rate of the yield to maturity of comparable German government bond +20 basis points, as described in the Pricing Disclosure Material |
Par Redemption: | On or after February 17, 2029, at par plus accrued and unpaid interest, if any, to, but excluding the redemption date. |
Sinking Fund: | None |
Method of Payment: | Same day funds |
Other Terms: | None |
If changes in the Standard Provisions have been agreed to, set forth below: |
The opinion referred to in Section 5(b) shall be delivered by Xxxxxx, Xxxx & Xxxxxxxx LLP. In connection with the issuance of the Designated Securities, the Company will enter into a paying agency agreement (the “Paying Agency Agreement”) to be dated on or around May 17, 2017, between the Company and The Bank of New York Mellon acting through its London Branch. The following section shall be added to the opinion referred to in Section 5(c): “The Paying Agency Agreement has been duly authorized and, when executed and delivered by the parties thereto, will be a valid and binding agreement of the Company, enforceable in accordance with its terms (subject to applicable equitable principles and except as may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally).” |
Xxxxx Xxxx & Xxxxxxxx shall deliver an opinion that the statements in the Prospectus under the caption “United States Tax Considerations,” insofar as they constitute summaries of matters of U.S. federal income and estate tax law and regulation or legal conclusions with respect thereto, fairly present the matters described therein in all material respects. Notices to the Company pursuant to Section 10 shall be sent to 000 Xxxx Xxxxxx, 0xx Xxxxx, Xxxxxxx, XX 00000. Notices to the Underwriters pursuant to Section 10 shall be sent to:
BNP Paribas 00 Xxxxxxxx Xxxxxx Xxxxxx, XX0 0XX Xxxxxx Xxxxxxx
Citigroup Global Markets Limited Citigroup Centre Canada Square Xxxxxx Xxxxx Xxxxxx, X00 0XX Xxxxxx Xxxxxxx
Deutsche Bank AG, London Branch Winchester House 1 Great Xxxxxxxxxx Xxxxxx Xxxxxx, XX0X 0XX Xxxxxx Xxxxxxx
HSBC Bank plc 0 Xxxxxx Xxxxxx Xxxxxx, X00 0XX Xxxxxx Xxxxxxx
X.X. Xxxxxx Securities plc 00 Xxxx Xxxxxx Xxxxxx Xxxxx Xxxxxx, X00 0XX Xxxxxx Xxxxxxx |
Xxxxxxx Xxxxx International 0 Xxxx Xxxxxx Xxxxxx Xxxxxx, XX0X 0XX Xxxxxx Xxxxxxx Attention: Syndicate Desk The following section is added to the Standard Provisions: “In accordance with the requirements of the USA Patriot Act (Title III of Pub. L, 107-56 (signed into law October 26, 2001)), the underwriters are required to obtain, verify and record information that identifies its clients, which may include the name and address of their clients, as well as other information that will allow the underwriters to properly identify their clients.” The following section is added to the Standard Provisions: “As between the Underwriters, the execution of this Underwriting Agreement by all parties hereto will constitute acceptance by each Underwriter of the ICMA Agreement Among Managers New York Version 1 (the “Agreement Among Managers”) subject to any amendment notified to such Underwriter in writing at any time prior to the execution of this Agreement. For purposes of the Agreement Among Managers, references to the “Managers” shall be deemed to refer to the Underwriters, references to the “Lead Manager” shall be deemed to refer to the Representatives, and references to “Settlement Lead Manager” shall be deemed to refer to Xxxxxxx Xxxxx International. As applicable to the Underwriters, Clause 3 of the Agreement Among Managers shall be deemed to be deleted in its entirety and replaced with Section 9 of the Standard Provisions. Except as provided in this Agreement, the Underwriters shall pay their own expenses relating to the transactions contemplated hereunder. Each Underwriter agrees to pay the portion of such expenses represented by such Underwriter’s pro rata share (based on the proportion that the principal amount of Securities set forth opposite each Underwriter’s name in Schedule I bears to the aggregate principal amount of Securities set forth opposite the names of all Underwriters) of the Securities (with respect to each Underwriter, the “Pro Rata Expenses”).” |
The following section is added to the Standard Provisions: “The Company hereby authorizes Xxxxxxx Xxxxx International in its role as stabilizing manager (the “Stabilizing Manager”) to make adequate public disclosure regarding stabilization of the information required in relation to such stabilization by Commission Regulation (EC) 2273/2003 of the Commission of the European Communities. The Stabilizing Manager for its own account may, to the extent permitted by applicable laws and directives, over-allot and effect transactions with a view to supporting the market price of the Designated Securities at a level higher than that which might otherwise prevail, but in doing so the Stabilizing Manager shall act as principal and not as agent of the Company and any loss resulting from overallotment and stabilization shall be borne, and any profit arising therefrom shall be beneficially retained, by the Stabilizing Manager. However, there is no assurance that the Stabilizing Manager (or persons acting on behalf of the Stabilizing Manager) will undertake any stabilization action. Nothing contained in this paragraph shall be construed so as to require the Company to issue in excess of the aggregate principal amount of Designated Securities specified in Schedule I hereto. Such stabilization, if commenced, may be discontinued at any time and shall be conducted by the Stabilizing Manager in accordance with all applicable laws and directives.” The following section is added to the Standard Provisions: “(a) Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements, or understanding between the parties hereto, each counterparty to a BRRD Party under this Agreement acknowledges and accepts that a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority, and acknowledge, accept and agree to be bound by: (i) the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any BRRD Party to it under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: |
(A) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon; (B) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the relevant BRRD Party or another person, and the issue to or conferral on it of such shares, securities or obligations; (C) the cancellation of the BRRD Liability; (D) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and (E) the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority. (b) As used in this Section: (i) “Bail-in Legislation” means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time. (ii) “Bail-in Powers” means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation. (iii) “BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms. (iv) “BRRD Liability” means a liability in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised. (v) “BRRD Party” means any Underwriter subject to Bail-in Powers. |
(vi) “EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at xxxx://xxx.xxx.xx.xxx/xxxxx.xxxx?xx000. (vii) “Relevant Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the relevant BRRD Party.” In addition to the representations and warranties of the Company contained in Section 1(a) of the Standard Provisions, the following section is added: “The Company has instituted and maintains policies and procedures designed to prevent violation by the Company and its consolidated affiliates (taken as a whole) of any applicable anti-money laundering, anti-bribery or anti-corruption laws, regulations and rules and any applicable international trade control and economic sanctions.” The following section is added to Section 3(a) of the Standard Provisions: “(6) The Company will use its commercially reasonable efforts to list the Designated Securities, subject to notice of issuance, for trading on the New York Stock Exchange.” The following section is added to Section 3(b) of the Standard Provisions: “At the Closing Time or as soon as practicable thereafter (and in any event, no later than one week after the Closing Time), each Underwriter shall provide to the Company an executed copy of U.S. Internal Revenue Service Form W-8BEN-E (or any successor form having substantially the same effect) in connection with the payment of any fees or other compensation payable by the Company to such Underwriter in its capacity as an Underwriter in relation to the issuance of the Designated Securities. For the avoidance of doubt, a failure by any Underwriter to provide a form W-8BEN-E to the Company shall not constitute a breach of this Underwriting Agreement by any other Underwriter.” |
The following section is added to Section 5 of the Standard Provisions: “(F) The Representatives shall have received an executed copy of the Paying Agency Agreement.” |
€2,000,000,000 2.125% Notes due 2037
Pricing Effective Time: | 6:50 PM, London time on May 17, 2017 |
Pricing Disclosure Material: | Basic Prospectus dated February 29, 2016, Preliminary Prospectus Supplement dated May 10, 2017 and Permitted Free Writing Prospectus dated May 10, 2017, in the aggregate |
Indenture: | Senior Note Indenture dated as of October 9, 2012 between General Electric Company and The Bank of New York Mellon, as trustee for the senior debt securities |
Title: | 2.125% Notes due 2037 |
Rank: | Senior Unsecured |
Aggregate Principal Amount: | €2,000,000,000 |
Overallotment Option: | None |
Interest Rate: | 2.125% |
Maturity: | May 17, 2037 |
Interest Payment Date: | May 17 of each year, beginning on May 17, 2018, and on the Maturity date. |
Regular Record Date: | The 15th calendar day (whether or not a business day) immediately preceding the related interest payment date. |
Day Count Convention: | Actual/Actual (ICMA); Following, Unadjusted |
Conversion or Exchange Provisions: | None |
Listing Requirements: | The Company intends to apply to list the notes on the New York Stock Exchange |
Fixed or Variable Price Offering: | Fixed |
If Fixed Price Offering, initial public offering price: | 99.052% of the principal amount, plus accrued interest, if any, from May 17, 2017 |
Purchase Price by Underwriters: | 98.452% of the principal amount (€1,969,040,000) |
Currency of Denomination: | € |
Currency of Payment: | € |
Form and Denomination: | The notes will be issued only in registered, book-entry form. One or more global notes will be deposited with a common depositary on behalf of Clearstream Banking, société anonyme and Euroclear Bank S.A./N.V. and registered in the name of the common depositary or its nominee; minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof |
Overseas Paying Agents: | The Bank of New York Mellon, London Branch |
Optional Redemption: | |
Make-Whole Redemption: | Prior to February 17, 2037, make-whole redemption at the discount rate of the yield to maturity of comparable German government bond +20 basis points, as described in the Pricing Disclosure Material |
Par Redemption: | On or after February 17, 2037, at par plus accrued and unpaid interest, if any, to, but excluding the redemption date. |
Sinking Fund: | None |
Method of Payment: | Same day funds |
Other Terms: | None |
If changes in the Standard Provisions have been agreed to, set forth below: |
The opinion referred to in Section 5(b) shall be delivered by Xxxxxx, Xxxx & Xxxxxxxx LLP. In connection with the issuance of the Designated Securities, the Company will enter into a paying agency agreement (the “Paying Agency Agreement”) to be dated on or around May 17, 2017, between the Company and The Bank of New York Mellon acting through its London Branch. |
The following section shall be added to the opinion referred to in Section 5(c): “The Paying Agency Agreement has been duly authorized and, when executed and delivered by the parties thereto, will be a valid and binding agreement of the Company, enforceable in accordance with its terms (subject to applicable equitable principles and except as may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally).” Xxxxx Xxxx & Xxxxxxxx shall deliver an opinion that the statements in the Prospectus under the caption “United States Tax Considerations,” insofar as they constitute summaries of matters of U.S. federal income and estate tax law and regulation or legal conclusions with respect thereto, fairly present the matters described therein in all material respects. Notices to the Company pursuant to Section 10 shall be sent to 000 Xxxx Xxxxxx, 0xx Xxxxx, Xxxxxxx, XX 00000. Notices to the Underwriters pursuant to Section 10 shall be sent to:
BNP Paribas 00 Xxxxxxxx Xxxxxx Xxxxxx, XX0 0XX Xxxxxx Xxxxxxx
Citigroup Global Markets Limited Citigroup Centre Canada Square Xxxxxx Xxxxx Xxxxxx, X00 0XX Xxxxxx Xxxxxxx
Deutsche Bank AG, London Branch Winchester House 1 Great Xxxxxxxxxx Xxxxxx Xxxxxx, XX0X 0XX Xxxxxx Xxxxxxx |
HSBC Bank plc 0 Xxxxxx Xxxxxx Xxxxxx, X00 0XX Xxxxxx Xxxxxxx
X.X. Xxxxxx Securities plc 00 Xxxx Xxxxxx Xxxxxx Xxxxx Xxxxxx, X00 0XX Xxxxxx Xxxxxxx
Xxxxxxx Xxxxx International 0 Xxxx Xxxxxx Xxxxxx Xxxxxx, XX0X 0XX Xxxxxx Xxxxxxx Attention: Syndicate Desk The following section is added to the Standard Provisions: “In accordance with the requirements of the USA Patriot Act (Title III of Pub. L, 107-56 (signed into law October 26, 2001)), the underwriters are required to obtain, verify and record information that identifies its clients, which may include the name and address of their clients, as well as other information that will allow the underwriters to properly identify their clients.” The following section is added to the Standard Provisions: “As between the Underwriters, the execution of this Underwriting Agreement by all parties hereto will constitute acceptance by each Underwriter of the ICMA Agreement Among Managers New York Version 1 (the “Agreement Among Managers”) subject to any amendment notified to such Underwriter in writing at any time prior to the execution of this Agreement. For purposes of the Agreement Among Managers, references to the “Managers” shall be deemed to refer to the Underwriters, references to the “Lead Manager” shall be deemed to refer to the Representatives, and references to “Settlement Lead Manager” shall be deemed to refer to Xxxxxxx Xxxxx International. As applicable to the Underwriters, Clause 3 of the Agreement Among Managers shall be deemed to be deleted in its entirety and replaced with Section 9 of the Standard Provisions. Except as provided in this Agreement, the Underwriters shall pay their own expenses relating to the transactions contemplated hereunder. Each Underwriter agrees to pay the portion of such expenses represented by such Underwriter’s pro rata share (based on the proportion that the principal amount of Securities set forth opposite each Underwriter’s name in Schedule I bears to the aggregate principal amount of Securities set forth opposite the names of all Underwriters) of the Securities (with respect to each Underwriter, the “Pro Rata Expenses”).” |
The following section is added to the Standard Provisions: “The Company hereby authorizes Xxxxxxx Xxxxx International in its role as stabilizing manager (the “Stabilizing Manager”) to make adequate public disclosure regarding stabilization of the information required in relation to such stabilization by Commission Regulation (EC) 2273/2003 of the Commission of the European Communities. The Stabilizing Manager for its own account may, to the extent permitted by applicable laws and directives, over-allot and effect transactions with a view to supporting the market price of the Designated Securities at a level higher than that which might otherwise prevail, but in doing so the Stabilizing Manager shall act as principal and not as agent of the Company and any loss resulting from overallotment and stabilization shall be borne, and any profit arising therefrom shall be beneficially retained, by the Stabilizing Manager. However, there is no assurance that the Stabilizing Manager (or persons acting on behalf of the Stabilizing Manager) will undertake any stabilization action. Nothing contained in this paragraph shall be construed so as to require the Company to issue in excess of the aggregate principal amount of Designated Securities specified in Schedule I hereto. Such stabilization, if commenced, may be discontinued at any time and shall be conducted by the Stabilizing Manager in accordance with all applicable laws and directives.” The following section is added to the Standard Provisions: “(a) Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements, or understanding between the parties hereto, each counterparty to a BRRD Party under this Agreement acknowledges and accepts that a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority, and acknowledge, accept and agree to be bound by: |
(i) the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any BRRD Party to it under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: (A) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon; (B) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the relevant BRRD Party or another person, and the issue to or conferral on it of such shares, securities or obligations; (C) the cancellation of the BRRD Liability; (D) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and (E) the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority. (b) As used in this Section: (i) “Bail-in Legislation” means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time. (ii) “Bail-in Powers” means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation. |
(iii) “BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms. (iv) “BRRD Liability” means a liability in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised. (v) “BRRD Party” means any Underwriter subject to Bail-in Powers. (vi) “EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at xxxx://xxx.xxx.xx.xxx/xxxxx.xxxx?xx000. (vii) “Relevant Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the relevant BRRD Party.” In addition to the representations and warranties of the Company contained in Section 1(a) of the Standard Provisions, the following section is added: “The Company has instituted and maintains policies and procedures designed to prevent violation by the Company and its consolidated affiliates (taken as a whole) of any applicable anti-money laundering, anti-bribery or anti-corruption laws, regulations and rules and any applicable international trade control and economic sanctions.” The following section is added to Section 3(a) of the Standard Provisions: “(6) The Company will use its commercially reasonable efforts to list the Designated Securities, subject to notice of issuance, for trading on the New York Stock Exchange.” The following section is added to Section 3(b) of the Standard Provisions: |
“At the Closing Time or as soon as practicable thereafter (and in any event, no later than one week after the Closing Time), each Underwriter shall provide to the Company an executed copy of U.S. Internal Revenue Service Form W-8BEN-E (or any successor form having substantially the same effect) in connection with the payment of any fees or other compensation payable by the Company to such Underwriter in its capacity as an Underwriter in relation to the issuance of the Designated Securities. For the avoidance of doubt, a failure by any Underwriter to provide a form W-8BEN-E to the Company shall not constitute a breach of this Underwriting Agreement by any other Underwriter.” The following section is added to Section 5 of the Standard Provisions: “(F) The Representatives shall have received an executed copy of the Paying Agency Agreement.” |
Name and Address of the Representatives:
BNP Paribas
00 Xxxxxxxx Xxxxxx
Xxxxxx, XX0 0XX
Xxxxxx Xxxxxxx
Citigroup Global Markets Limited
Citigroup Centre
Canada Square
Xxxxxx Xxxxx
Xxxxxx, X00 0XX
Xxxxxx Xxxxxxx
Deutsche Bank AG, London Branch
Winchester House
1 Great Xxxxxxxxxx Xxxxxx
Xxxxxx, XX0X 0XX
Xxxxxx Xxxxxxx
HSBC Bank plc
0 Xxxxxx Xxxxxx
Xxxxxx, X00 0XX
Xxxxxx Xxxxxxx
X.X. Xxxxxx Securities plc
00 Xxxx Xxxxxx
Xxxxxx Xxxxx
Xxxxxx, X00 0XX
Xxxxxx Xxxxxxx
Xxxxxxx Xxxxx International
0 Xxxx Xxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Xxxxxx Xxxxxxx
The respective principal amounts of the Designated Securities to be purchased by each of the Underwriters are set forth opposite their names in Schedule I hereto.
The provisions of the Standard Provisions are incorporated herein by reference.
The Closing will take place at 10:00 A.M., London time, on May 17, 2017, at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
Please signify your acceptance by signing the enclosed response to us in the space provided and returning it to us.
If the foregoing is in accordance with your understanding, please indicate your acceptance of this Underwriting Agreement by signing in the space provided below.
Very truly yours,
[signature pages follow]
BNP Paribas
By: /s/ Xxxx Xxxxx-Xxxxxx
Name: Xxxx Xxxxx-Xxxxxx
Title: Authorised Signatory
By: /s/ Xxxxxx Xxx
Name: Xxxxxx Xxx
Title: Authorised Signatory
Citigroup Global
Markets Limited
By: /s/ Xxxxxx Xxxxxxxxx
Name: Xxxxxx Xxxxxxxxx
Director: Delegated Signatory
Deutsche Bank AG,
London Branch
By: /s/ Xxxx Xxxxxxxxx
Name: Xxxx Xxxxxxxxx
Title: Managing Director
By: /s/ Xxxxxx Xxxxxxxxx
Name:Xxxxxx Xxxxxxxxx
Title: Managing Director
HSBC Bank plc
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: Director
X.X. Xxxxxx Securities
plc
By: /s/ Xxxxx Xxxxxxxxx
Name: Xxxxx Xxxxxxxxx
Title: Executive Director
Xxxxxxx Xxxxx International
By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Managing Director
Barclays Bank PLC
By: /s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: Authorised Signatory
Xxxxxxx Sachs &
Co. LLC
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Vice President
Xxxxxx Xxxxxxx &
Co. International plc
By: /s/ Valentino Belgioioso
Name: Valentino Belgioioso
Title: Vice President
Commerzbank Aktiengesellschaft
By: /s/ Xxxxxx Xxxxxx
Name:Xxxxxx Xxxxxx
Title: Abteilungsdirektor
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Syndikus
Crédit Agricole
Corporate and Investment Bank
By: /s/ Hugues Delafon
Name: Hugues Delafon
Title: Managing Director
By: /s/ Franck Hergault
Name: Franck Hergault
Title: Managing Director
Credit Suisse Securities
(Europe) Limited
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Managing Director
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Authorised Signatory
ING Bank N.V., Belgian
Branch
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Managing Director, Head High Grade Syndicate
By: /s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: Manager Director, Head of Debt Syndicate Capital Markets
Mizuho International
plc
By: /s/ Xxx Xxxx
Name: Xxx Xxxx
Title: Managing Director
MUFG Securities
EMEA plc
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: Authorised Signatory
RBC Europe Limited
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Duly Authorised Signatory
SMBC Nikko Capital
Markets Limited
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: General Counsel
Société
Générale
By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Managing Director
Standard Chartered Bank
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Head of DCM Europe & Americas
UniCredit Bank AG
By: /s/ Xxxx Xxxx
Name: Xxxx Xxxx
Title: Managing Director
By: /s/ Xxxx Xxx
Name: Xxxx Xxx
Title: Analyst
Xxxxx Fargo Securities
International Limited
By: /s/ Xxxxxx Xx
Name: Xxxxxx Xx
Title: WFSIL Director
Accepted:
GENERAL ELECTRIC COMPANY
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President and Treasurer
SCHEDULE I
DEBT SECURITIES
€1,750,000,000 0.375% Notes due 2022 | |
UNDERWRITER |
PRINCIPAL |
BNP Paribas | 195,417,000 |
Citigroup Global Markets Limited | 195,417,000 |
Deutsche Bank AG, London Branch | 195,417,000 |
HSBC Bank plc | 195,417,000 |
X.X. Xxxxxx Securities plc | 195,416,000 |
Xxxxxxx Xxxxx International | 195,416,000 |
Barclays Bank PLC | 122,500,000 |
Xxxxxxx Sachs & Co. LLC | 122,500,000 |
Xxxxxx Xxxxxxx & Co. International plc | 122,500,000 |
Commerzbank Aktiengesellschaft | 17,500,000 |
Crédit Agricole Corporate and Investment Bank | 17,500,000 |
Credit Suisse Securities (Europe) Limited | 17,500,000 |
ING Bank N.V., Belgian branch | 17,500,000 |
Mizuho International plc | 17,500,000 |
MUFG Securities EMEA plc | 17,500,000 |
RBC Europe Limited | 17,500,000 |
SMBC Nikko Capital Markets Limited | 17,500,000 |
Société Générale | 17,500,000 |
Standard Chartered Bank | 17,500,000 |
UniCredit Bank AG | 17,500,000 |
Xxxxx Fargo Securities International Limited | 17,500,000 |
Total: | 1,750,000,000 |
€2,000,000,000 0.875% Notes due 2025 | |
UNDERWRITER |
PRINCIPAL |
BNP Paribas | 223,334,000 |
Citigroup Global Markets Limited | 223,334,000 |
Deutsche Bank AG, London Branch | 223,333,000 |
HSBC Bank plc | 223,333,000 |
X.X. Xxxxxx Securities plc | 223,333,000 |
Xxxxxxx Xxxxx International | 223,333,000 |
Barclays Bank PLC | 140,000,000 |
Xxxxxxx Sachs & Co. LLC | 140,000,000 |
Xxxxxx Xxxxxxx & Co. International plc | 140,000,000 |
Commerzbank Aktiengesellschaft | 20,000,000 |
Crédit Agricole Corporate and Investment Bank | 20,000,000 |
Credit Suisse Securities (Europe) Limited | 20,000,000 |
ING Bank N.V., Belgian branch | 20,000,000 |
Mizuho International plc | 20,000,000 |
MUFG Securities EMEA plc | 20,000,000 |
RBC Europe Limited | 20,000,000 |
SMBC Nikko Capital Markets Limited | 20,000,000 |
Société Générale | 20,000,000 |
Standard Chartered Bank | 20,000,000 |
UniCredit Bank AG | 20,000,000 |
Xxxxx Fargo Securities International Limited | 20,000,000 |
Total: | 2,000,000,000 |
€2,250,000,000 1.500% Notes due 2029 | |
UNDERWRITER |
PRINCIPAL |
BNP Paribas | 251,250,000 |
Citigroup Global Markets Limited | 251,250,000 |
Deutsche Bank AG, London Branch | 251,250,000 |
HSBC Bank plc | 251,250,000 |
X.X. Xxxxxx Securities plc | 251,250,000 |
Xxxxxxx Xxxxx International | 251,250,000 |
Barclays Bank PLC | 157,500,000 |
Xxxxxxx Sachs & Co. LLC | 157,500,000 |
Xxxxxx Xxxxxxx & Co. International plc | 157,500,000 |
Commerzbank Aktiengesellschaft | 22,500,000 |
Crédit Agricole Corporate and Investment Bank | 22,500,000 |
Credit Suisse Securities (Europe) Limited | 22,500,000 |
ING Bank N.V., Belgian branch | 22,500,000 |
Mizuho International plc | 22,500,000 |
MUFG Securities EMEA plc | 22,500,000 |
RBC Europe Limited | 22,500,000 |
SMBC Nikko Capital Markets Limited | 22,500,000 |
Société Générale | 22,500,000 |
Standard Chartered Bank | 22,500,000 |
UniCredit Bank AG | 22,500,000 |
Xxxxx Fargo Securities International Limited | 22,500,000 |
Total: | 2,250,000,000 |
€2,000,000,000 2.125% Notes due 2037 | |
UNDERWRITER |
PRINCIPAL |
BNP Paribas | 223,334,000 |
Citigroup Global Markets Limited | 223,334,000 |
Deutsche Bank AG, London Branch | 223,333,000 |
HSBC Bank plc | 223,333,000 |
X.X. Xxxxxx Securities plc | 223,333,000 |
Xxxxxxx Xxxxx International | 223,333,000 |
Barclays Bank PLC | 140,000,000 |
Xxxxxxx Sachs & Co. LLC | 140,000,000 |
Xxxxxx Xxxxxxx & Co. International plc | 140,000,000 |
Commerzbank Aktiengesellschaft | 20,000,000 |
Crédit Agricole Corporate and Investment Bank | 20,000,000 |
Credit Suisse Securities (Europe) Limited | 20,000,000 |
ING Bank N.V., Belgian branch | 20,000,000 |
Mizuho International plc | 20,000,000 |
MUFG Securities EMEA plc | 20,000,000 |
RBC Europe Limited | 20,000,000 |
SMBC Nikko Capital Markets Limited | 20,000,000 |
Société Générale | 20,000,000 |
Standard Chartered Bank | 20,000,000 |
UniCredit Bank AG | 20,000,000 |
Xxxxx Fargo Securities International Limited | 20,000,000 |
Total: | 2,000,000,000 |
SCHEDULE II
Attached Permitted Free Writing Prospectus: The only such prospectus is identified below and attached substantially in the form hereto:
Pricing Term Sheet dated May 10, 2017
(to Preliminary Prospectus Supplement dated May 10, 2017)
General Electric Company
Filed Pursuant to Rule 433
Dated May 10, 2017
Registration Statement: 333-209821
PRICING TERM SHEET
General Electric Company
May 10, 2017
€1,750,000,000 0.375% Notes due 2022
€2,000,000,000 0.875% Notes due 2025
€2,250,000,000 1.500% Notes due 2029
€2,000,000,000 2.125% Notes due 2037
Issuer: | General Electric Company | ||||||
Trade Date: | May 10, 2017 | ||||||
Settlement Date: | May 17, 2017 (T+5) | ||||||
Title: | 0.375% Notes due 2022 | 0.875% Notes due 2025 | 1.500% Notes due 2029 | 2.125% Notes due 2037 | |||
Expected Ratings*: |
[Omitted] |
[Omitted] |
[Omitted] |
[Omitted] | |||
Principal Amount: |
€1,750,000,000 |
€2,000,000,000 |
€2,250,000,000 |
€2,000,000,000 | |||
Maturity Date: | May 17, 2022 | May 17, 2025 | May 17, 2029 | May 17, 2037 | |||
Coupon: | 0.375% | 0.875% | 1.500% | 2.125% | |||
Benchmark Mid Swaps: |
5-year mid-swap rate |
8-year mid-swap rate |
12-year mid-swap rate |
20-year mid-swap rate | |||
Mid Swaps Yield: |
0.227% |
0.605% |
1.020% |
1.384% | |||
Spread to Mid Swaps: |
+20 basis points |
+40 basis points |
+55 basis points |
+80 basis points | |||
Benchmark Security: |
OBL 0.000% 04/08/2022 #175 |
DBR 0.500% 02/15/2025 |
DBR 0.250% 02/15/2027 |
DBR 4.000% 01/04/2037 | |||
Benchmark Security Price and Yield: |
101.47 (-0.297%) |
103.065 (0.103%) |
98.37 (0.421%) |
154.94 (0.928%) | |||
Spread to Benchmark Security: |
+72.4 basis points |
+90.2 basis points |
+114.9 basis points |
+125.6 basis points | |||
Yield to Maturity: |
0.427% |
1.005% |
1.570% |
2.184% | |||
Optional Redemption: |
Prior to April 17, 2022, make-whole redemption at the discount rate of comparable German government bond +10 basis points.
On or after April 17, 2022, at par plus accrued and unpaid interest, if any, to, but excluding the redemption date. |
Prior to February 17, 2025, make-whole redemption at the discount rate of comparable German government bond +15 basis points.
On or after February 17, 2025, at par plus accrued and unpaid interest, if any, to, but excluding the redemption date. |
Prior to February 17, 2029, make-whole redemption at the discount rate of comparable German government bond +20 basis points.
On or after February 17, 2029, at par plus accrued and unpaid interest, if any, to, but excluding the redemption date. |
Prior to February 17, 2037, make-whole redemption at the discount rate of comparable German government bond +20 basis points.
On or after February 17, 2037, at par plus accrued and unpaid interest, if any, to, but excluding the redemption date. | |||
Price to Public: | 99.743% of principal amount | 99.006% of principal amount | 99.240% of principal amount | 99.052% of principal amount | |||
Underwriting Discount: |
32.5 bps |
39 bps |
46 bps |
60 bps | |||
Proceeds (before expenses) to Issuer: |
€ 1,739,815,000 |
€ 1,972,320,000 |
€ 2,222,550,000 |
€ 1,969,040,000 | |||
Interest Payment Date(s): |
May 17 of each year |
May 17 of each year |
May 17 of each year |
May 17 of each year | |||
First Interest Payment Date: |
May 17, 2018 |
May 17, 2018 |
May 17, 2018 |
May 17, 2018 | |||
Bookrunners: | BNP Paribas Citigroup Global Markets Limited Deutsche Bank AG, London Branch HSBC Bank plc X.X. Xxxxxx Securities plc Xxxxxxx Xxxxx International Barclays Bank PLC Xxxxxxx Sachs & Co. LLC Xxxxxx Xxxxxxx & Co. International plc |
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Co-Managers: |
Commerzbank Aktiengesellschaft Crédit Agricole Corporate and Investment Bank Credit Suisse Securities (Europe) Limited ING Bank N.V., Belgian Branch Mizuho International plc MUFG Securities EMEA plc RBC Europe Limited SMBC Nikko Capital Markets Limited Société Générale Standard Chartered Bank UniCredit Bank XX Xxxxx Fargo Securities International Limited |
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Listing: | The Company intends to apply to list the notes on the New York Stock Exchange. | ||||||
Day Count Convention: |
Actual/Actual; (ICMA); Following, Unadjusted |
Actual/Actual (ICMA); Following, Unadjusted |
Actual/Actual (ICMA); Following, Unadjusted |
Actual/Actual (ICMA); Following, Unadjusted | |||
Business Days: | TARGET2, New York and London | ||||||
Law: | New York | ||||||
Stabilization: | Stabilization/FCA | ||||||
CUSIP / ISIN / Common Code: | 369604 BR3 / XS1612542669 / 161254266 | 369604 BS1 / XS1612542826 / 161254282 | 369604 BT9 / XS1612543121 / 161254312 | 369604 BU6 / XS1612543394 / 161254339 | |||
* Note: A securities rating is not a recommendation to buy, sell or hold securities, and may be subject to change or withdrawal at any time.
We expect that delivery of the notes will be made against payment therefor on or about May 17, 2017, which will be the fifth business day following the date of pricing of the notes (such settlement cycle being herein referred to as “T+5”). Pursuant to Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes earlier than the third business day prior to the date of settlement will be required, by virtue of the fact that the notes initially will settle T+5, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of notes who wish to trade notes earlier than the third business day prior to the date of settlement should consult their own advisor.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer or the underwriters participating in the offering will arrange to send you the prospectus if you request it by calling BNP Paribas toll-free at 0-000-000-0000, Citigroup Global Markets Limited toll-free at 1-800-831-9146, Deutsche Bank AG, London Branch toll-free at 1-800-503-4611, HSBC Bank plc at 0-000-000-0000, X.X. Xxxxxx Securities plc at x00-00-0000-0000, Xxxxxxx Xxxxx International at 1-800-294-1322, Barclays Bank PLC at 0-000-000-0000, Xxxxxxx Sachs & Co. LLC at 0-000-000-0000, or Xxxxxx Xxxxxxx & Co. International plc at 0-000-000-0000.