GE Announces Final Synchrony Financial Exchange Offer Results
OREANDA-NEWS. November 24, 2015. 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.
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oversubscribed, GE accepted only a portion of the shares of its common stock that were validly tendered and not validly withdrawn, on a pro rata basis in proportion to the number of shares tendered. All shares validly tendered and not validly withdrawn by eligible odd-lot shareholders who requested not to be subject to proration have been accepted.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factor of 31.2870888% was applied to all other shares of GE common stock that were validly tendered and not validly withdrawn to determine the number of such shares that have been accepted from each tendering shareholder.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.
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