GE Announces Final Synchrony Financial Exchange Offer Results
20 November 2015 - 11:15PM
Business Wire
GE (NYSE:GE) today announced the final results of its completed
offer to exchange GE common stock for common stock of Synchrony
Financial (NYSE: SYF) previously owned by GE, which expired at
12:00 midnight, New York City time, on November 16, 2015.
Because the exchange offer was oversubscribed, GE accepted only
a portion of the shares of its common stock that were validly
tendered and not validly withdrawn, on a pro rata basis in
proportion to the number of shares tendered. All shares validly
tendered and not validly withdrawn by eligible odd-lot shareholders
who requested not to be subject to proration have been accepted.
The final proration factor of 31.2870888% was applied to all other
shares of GE common stock that were validly tendered and not
validly withdrawn to determine the number of such shares that have
been accepted from each tendering shareholder.
Based on the final count by the exchange agent, Computershare
Trust Company, N.A., the final results of the exchange offer are as
follows:
- 31.2870888% of the tendered shares of
GE common stock subject to proration exchanged
- Shares tendered that were subject to
proration: 2,143,371,163
- Odd-lot shares tendered that were not
subject to proration: 768,324
- Total number of shares of GE common
stock accepted: 671,366,809
- The exchange agent is expected to
deliver shares of Synchrony common stock as follows: (1) with
respect to shares tendered through the Depository Trust Company
(DTC), to the account of DTC on Monday, November 23, 2015, and (2)
with respect to shares tendered outside DTC, to the direct
registered accounts of the respective holders by November 30, 2015.
The exchange agent will mail checks in lieu of fractional shares of
Synchrony common stock to tendering holders with fractional
interests after the exchange agent has aggregated all fractional
shares and sold them in the open market. Shares of GE common stock
tendered but not accepted for exchange will be returned to
tendering shareholders in book-entry form.
Advisors
Goldman, Sachs & Co., J.P. Morgan Securities LLC, Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global
Markets Inc. and Morgan Stanley & Co. LLC served as the dealer
managers for the exchange offer.
About GE
GE (NYSE: GE) is the world’s Digital Industrial Company,
transforming industry with software-defined machines and solutions
that are connected, responsive and predictive. GE is organized
around a global exchange of knowledge, the "GE Store," through
which each business shares and accesses the same technology,
markets, structure and intellect. Each invention further fuels
innovation and application across our industrial sectors. With
people, services, technology and scale, GE delivers better outcomes
for customers by speaking the language of industry. www.ge.com
Additional Information and Where to Find It
The terms and conditions of the exchange offer are more fully
described in a registration statement on Form S-4 that includes a
Prospectus, previously filed by Synchrony Financial and a Schedule
TO previously filed by GE with the Securities and Exchange
Commission (the “SEC”), in each case as amended. The Prospectus
contains important information about the exchange offer, GE,
Synchrony Financial and related matters, and GE delivered the
Prospectus to holders of GE common stock.
Holders of GE common stock may obtain the Prospectus, and other
related documents filed with the SEC, at the SEC’s Public Reference
Room, located at 100 F Street, N.E., Washington, D.C. 20549, and
will be able to obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330.
Holders of GE common stock may also obtain copies of the
Prospectus, and other documents filed with the SEC, by mail from
the SEC at the above address, at prescribed rates. The SEC also
maintains a website that contains reports, proxy statements and
other information that GE and Synchrony file electronically with
the SEC and that may be obtained for free. The address of that
website is http://www.sec.gov. Holders of GE common stock will also
be able to obtain a copy of the Prospectus by clicking on the
appropriate link on this website.
GE has retained Georgeson, Inc. as the information agent for the
exchange offer. If you have any questions about the terms of the
exchange offer, you may contact the information agent at
1-866-300-8594 (toll-free in the United States) or 781-575-2137
(international).
Forward-Looking Statements
Certain statements contained in this press release may
constitute “forward-looking statements.” All statements in this
press release, other than those relating to historical information
or current condition, are forward looking statements. Such
forward-looking statements are based on current expectations and
involve inherent risks and uncertainties, including factors that
could delay, divert or change any of them, and could cause actual
outcomes and results to differ materially from current
expectations. No forward-looking statement can be guaranteed. Among
other risks, there can be no guarantee that the exchange offer will
be completed, or if it is completed, that it will close within the
anticipated time period. GE and Synchrony Financial undertake no
obligation to publicly update any forward-looking statement,
whether as a result of new information, future events, or
otherwise.
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GEInvestor:Matt Cribbins,
203-373-2424matthewg.cribbins@ge.comorMedia:GE:Seth
Martin, 203-572-3567seth.martin@ge.comorGE Capital:Susan
Bishop, 203-750-5362susan.bishop@ge.com
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