Note to Readers: The following is not an email phishing scam, but is an offer from GE to existing stockholders that wish to trade in GE common stock for Synchrony Financial common stock. It has been posted here for informational purposes only.
GENERAL ELECTRIC COMPANY Offer to Exchange Up to 705,270.833 Shares of Common Stock of SYNCHRONY FINANCIAL
which are owned by GE Consumer Finance, Inc., a subsidiary of General Electric Company for Outstanding Shares of Common Stock of
GENERAL ELECTRIC COMPANY COMMON STOCK OFFER
The Exchange offer AND Withdrawal rights Will expire. At 12:00 Midnight, New York city time. At the END or the Day on November 16, 2015 UNLESS the Exchange offer is EXTENDED or TERMINATED).
General Electric Company ("GE") is offering to exchange (the “exchange offer”) up to 705,270.833 shares of common stock -synchromy common stock") of synchrony financial - synchrony") in the aggregate for outstanding shares of common stock of GE ("GE common stock") that are validly tendered and not validly withdrawn.
foreach s100 of GE common stock accepted in the exchange offer, you will receive approximately s107.53 of Synchrony common stock, subject to an upper limit of 1.1308 shares of Synchrony common stock per share of GE common stock.The exchange offer does not provide for a lower limit or minimum exchange ratio. IF THE UPPER LIMIT IS IN EFFECT, YOU WILL RECEIVE LESS THAN $107.53 OF SYNCHRONY COMMON STOCK FOR EACH $100 OF GE COMMON STOCK THAT YOU TENDER, AND YOU COULD RECEIVE MUCH LESS.
The Average Value of GE and Synchrony Common Stock on NYSE
The average value of the two stocks will be determined by reference to the simple arithmetic average of the daily volume-weighted average prices (“VWAPs") of GE common stock (the “Average GE Price") and Synchrony common stock (the “Average Synchrony Price") on the New York stock Exchange (“NYSE") during the three consecutive trading days ending on and including the second trading day preceding the expiration date of the exchange offers the "Averaging Dates" and this three-day period, the "Averaging Period", which are currently expected to be November 10, 11 and 12, 2015, see "The Exchange offer–Terms of the Exchange offer."
GE and Synchrony Common Stock Listed on NYSE
GE common stock and synchrony common stock are listed on the NYSE under the symbols “GE"and "SYF," respectively. The reported last sales prices of GE common stock and synchrony common stock on the NYSE on October 16, 2015 were $28.98 and $30.15 per share, respectively. The indicative exchange ratio that would have been in effect following the official close of trading on the NYSE on October 16, 2015, based on the VWAPs of GE common stock and synchrony common stock on October 14, 15 and 16, 2015, would have provided for 0.9746 shares of synchrony common stock to be exchanged for every share of GE common stock accepted.
subject to any voluntary extension by GE of the exchange offer period, the final exchange ratio will be announced by 9:00a.m., New York City time, on the trading day (currently expected to be November 13, 2015) immediately preceding the expiration date of the exchange offer (currently expected to be November 16, 2015). At such time, the final exchange ratio will be available at www.edocumentview.com/GEexchange and from the information agent, Georgeson Inc., byphone at (866).300-8594 (toll-free for shareholders, banks, and brokers) or (781).575-2137 (all others outside the U.S.) or via e-mail at GEExchangesøgeorgeson.com. GE will announce whether the upper limit on the number of shares that can be received foreach shareofde commonstock tenderedis in effectat the expiration ofthe exchange offer, through www.edocumentview.com/GEexchange and by press release, no later than 9:00 a.m., New York City time, on the trading day (currently expected to be November 13, #, immediately preceding the expiration date of the exchange offer (currently expected to be November 16, 2015). Throughout the exchange offer, indicative exchange ratios calculated in the manner described in this prospectus) will also be available on that website and from the information agent.
You should read carefully the terms and conditions of the exchange offer described in this prospectus. None of GE, Synchrony or any of their respective directors or officers or any of the dealer managers makes any recommendation as to whether you should tender all, some or none of your shares of GE common stock. You must make your own decision after reading this document and consulting with your advisors.
GE's obligation to exchange shares of synchrony common stock forshares of GE common stock is subject to the conditions listed under “The Exchange offer–Conditions to completion of the Exchange offer."
See “Risk Factors” beginning on page 27 for a discussion of factors that you should consider in connection with the exchange offer.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be exchanged under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The dealer managers for the exchange offer are:
Goldman. Sachs & Co. J.P. Morgan BOA Merrill Lynch Citigroup Morgan Stanley
The date of this prospectus is October 19, 2015.
