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Prospectuses and communications, business combinations


Filed by Synchrony Financial

Pursuant to Rule 425 under the Securities Act of 1933, as amended

Subject Company: General Electric Company

Commission File No.: 001-00035

Comments from Margaret Keane, President and Chief Executive Officer:

As most of you probably know by now, we received approval from the Federal Reserve Board to become a standalone savings and loan holding company following the completion of GEs proposed exchange offer. This approval represents a major step forward in Synchrony Financials journey to become a fully independent company.

We are very pleased that we have reached this point and want to thank everyone for all the hard work that has gone into this process, including my team, our employees and the help GE provided to us, and we also want to thank the Federal Reserve and our regulators for working with us through this process.

The next step in the process is the exchange offer, where GE will exchange its shares of Synchrony Financial common stock for shares of GE common stock. At this point, we are very limited on what information we can provide around the Fed approval and the exchange offer, other than what has been made public. As a result, we will not be able to discuss any details around these issues on the call today.


And finally, with the Fed approval to become a standalone savings and loan holding company, we look ahead to the next step in this process, the proposed exchange offer. Again, I want to acknowledge all of the hard work that has gone into this process. We are proud of having achieved the important step in our progress toward separation.

As I noted earlier, we are restricted on what we can say today, but please stay tuned on this front as additional details on the exchange offer become available.


Additional Information

This document is for informational purposes only and is neither an offer to sell nor the solicitation of an offer to buy any securities nor a recommendation as to whether investors should participate in the exchange offer. If the exchange offer is commenced, Synchrony Financial will file with the Securities and Exchange Commission (the SEC) a registration statement on Form S-4, and GE will file with the SEC a Schedule TO. There can be no assurances that GE will commence the exchange offer on the terms described in this document or at all. The exchange offer will be made solely by the prospectus. The terms and conditions of the exchange offer will be more fully described in the registration statement and the Schedule TO. The prospectus, which is included in the registration statement, contains important information about GE, Synchrony Financial, the planned separation of Synchrony Financial from GE and related matters. GE will mail the prospectus to its shareholders. Investors and security holders are urged to read carefully and in its entirety the prospectus and any other relevant documents filed with the SEC by GE and Synchrony Financial, if and when they become available and before making any investment decision. None of...