Obligation General Electric Co. 3.373% ( US36164NFG51 ) en USD

Société émettrice General Electric Co.
Prix sur le marché refresh price now   95.5 %  ⇌ 
Pays  Etas-Unis
Code ISIN  US36164NFG51 ( en USD )
Coupon 3.373% par an ( paiement semestriel )
Echéance 14/11/2025



Prospectus brochure de l'obligation General Electric US36164NFG51 en USD 3.373%, échéance 14/11/2025


Montant Minimal 200 000 USD
Montant de l'émission 1 979 425 000 USD
Cusip 36164NFG5
Notation Standard & Poor's ( S&P ) A- ( Qualité moyenne supérieure )
Notation Moody's A3 ( Qualité moyenne supérieure )
Prochain Coupon 15/11/2025 ( Dans 104 jours )
Description détaillée General Electric est une société multinationale américaine opérant dans divers secteurs industriels, notamment l'énergie, l'aviation, les soins de santé et les technologies financières.

L'instrument de dette présenté est une obligation émise par General Electric, identifiée par le code ISIN US36164NFG51 et le code CUSIP 36164NFG5. General Electric est un conglomérat américain historique et emblématique, diversifié, avec des activités significatives dans des secteurs clés tels que l'aéronautique, l'énergie (renouvelables, gaz) et la santé, bien que l'entreprise ait traversé des phases de restructuration stratégique importantes ces dernières années pour recentrer ses activités. L'émission, originaire des États-Unis, est libellée en dollars américains (USD) et représente une taille totale de 1 979 425 000 USD, ce qui confère une liquidité notable sur le marché secondaire. Elle offre un taux d'intérêt nominal fixe de 3,373% et arrive à maturité le 14 novembre 2025, la positionnant ainsi comme un instrument à court terme. Les paiements d'intérêts sont effectués avec une fréquence de deux fois par an (semestrielle). Sur le marché, cette obligation se négocie actuellement à 95,5% de sa valeur nominale, ce qui indique qu'elle est proposée avec une décote par rapport à son pair, offrant potentiellement un rendement à l'échéance supérieur au taux nominal pour les nouveaux acquéreurs. La taille minimale d'acquisition est fixée à 200 000 USD, ce qui cible principalement les investisseurs institutionnels ou de grande envergure. En termes de qualité de crédit, l'obligation bénéficie d'une notation "A-" par Standard & Poor's (S&P) et "A3" par Moody's, ces deux évaluations confirmant un statut "Investment Grade", ce qui signifie que l'émetteur est considéré comme ayant une forte capacité à honorer ses obligations financières, bien que ces notations se situent dans la partie inférieure de la catégorie supérieure, suggérant une certaine sensibilité aux changements des conditions économiques.







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424B3 1 d178860d424b3.htm 424B3
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-211798
PROSPECTUS
GE CAPITAL INTERNATIONAL FUNDING COMPANY UNLIMITED COMPANY
OFFER TO EXCHANGE ALL OUTSTANDING AND UNREGISTERED
$6,106,952,000 2.342% Senior Notes due 2020
$1,979,425,000 3.373% Senior Notes due 2025
$11,464,668,000 4.418% Senior Notes due 2035
FOR NEWLY-ISSUED, REGISTERED
$6,106,952,000 2.342% Senior Notes due 2020
$1,979,425,000 3.373% Senior Notes due 2025
$11,464,668,000 4.418% Senior Notes due 2035
We are offering to exchange (the "Exchange Offers"), upon the terms and subject to the conditions set forth in this prospectus, all of our outstanding,
unregistered 2.342% Senior Notes due 2020 (CUSIP Nos. 36164NFF7 and 36164PFF2; ISINs US36164NFF78 and US36164PFF27) (the "2020 Old Notes"),
3.373% Senior Notes due 2025 (CUSIP Nos. 36164NFG5 and 36164PFG0; ISINs US36164NFG51 and US36164PFG00) (the "2025 Old Notes") and 4.418%
Senior Notes due 2035 (CUSIP Nos. 36164NFH3 and 36164PFH8; ISINs US36164NFH35 and US36164PFH82) (the "2035 Old Notes," and together with
2020 Old Notes and 2025 Old Notes, the "Old Notes") that were issued by GE Capital International Funding Company Unlimited Company, formerly GE
Capital International Funding Company (the "Issuer") in a private offering on October 26, 2015 (the "Original Issue Date"), respectively, for our new,
registered 2.342% Senior Notes due 2020 (CUSIP No. 36164QMS4; ISIN US36164QMS48) (the "2020 New Notes"), 3.373% Senior Notes due 2025 (CUSIP
No. 36164Q6M5; ISIN US36164Q6M56) (the "2025 New Notes") and 4.418% Senior Notes due 2035 (CUSIP No. 36164QNA2; ISIN US36164QNA21) (the
"2035 New Notes," and together with 2020 New Notes and 2025 New Notes, the "New Notes"). Any references to the "Notes" in this prospectus include the
Old Notes and the New Notes, unless the context requires otherwise. The Old Notes are, and the New Notes will be, fully and unconditionally guaranteed by
both General Electric Company ("GE") and GE Capital International Holdings Limited ("GECIHL") (each a "Guarantor", and together, the "Guarantors").
MATERIAL TERMS OF THE EXCHANGE OFFERS
·
The Exchange Offers will expire at 5:00 p.m., New York City time, on July 1, 2016, unless extended (such date, as it may be extended, the "Expiration
Date").
·
You will receive a like principal amount of New Notes for all Old Notes that you validly tender and do not validly withdraw.
·
The terms of the New Notes are substantially identical to the terms of the Old Notes, except that the New Notes will be registered under the Securities Act
of 1933, as amended (the "Securities Act") and certain transfer restrictions, registration rights and additional interest provisions relating to the Old Notes
do not apply to the New Notes.
·
Tenders of Old Notes may be withdrawn at any time prior to the Expiration Date of the Exchange Offers.
·
There has been no public market for the Old Notes and we cannot assure you that any public market for the New Notes will develop.
·
If you fail to tender your Old Notes for the New Notes, you will continue to hold securities that have not been registered under the Securities Act and it
may be difficult for you to transfer them.
·
The only conditions to completing the Exchange Offers are that none of the Exchange Offers violate applicable law or any applicable interpretation of the
staff of the U.S. Securities and Exchange Commission (the "SEC"); the registration statement on Form S-4 of which this prospectus forms part shall have
been declared effective on or prior to the Effective Date; no injunction, order or decree shall have been issued that would prohibit, prevent or otherwise
materially impair our ability to proceed with the Exchange Offers; no action or proceeding shall have been instituted or threatened in any court or by any
governmental agency which might materially impair our ability to proceed with the Exchange Offers; all governmental approvals shall have been
obtained which, in our reasonable judgment, are necessary for the consummation of the Exchange Offers; there shall not have been any material change,
or development involving a prospective material change, in our business or financial affairs which, in our reasonable judgment, would materially impair
our ability to consummate the Exchange Offers; and that there shall not have been proposed, adopted or enacted any law, statute, rule or regulation which,
in our reasonable judgment, would materially impair our ability to consummate the Exchange Offers or have a material adverse effect on us if the
Exchange Offers were consummated.
·
We will not receive any cash proceeds from the Exchange Offers.
RESULTS OF THE EXCHANGE OFFERS
·
The New Notes may be sold in the over-the-counter market, in negotiated transactions or through a combination of such methods.
·
All outstanding Old Notes have been admitted to the Irish Stock Exchange plc's (the "Irish Stock Exchange") Official List and to trading on the Global
Exchange Market, which is the exchange-regulated market of the Irish Stock Exchange. Application has been made to the Irish Stock Exchange for the
New Notes to be admitted to the Irish Stock Exchange's Official List and to trading on the Global Exchange Market. The Global Exchange Market is not
a regulated market for the purposes of The Markets in Financial Instruments Directive (2004/39/EC).
·
All outstanding Old Notes not tendered will continue to be subject to the restrictions on transfer set forth in the Indenture (as defined under "Description
of the Notes--General") governing the Old Notes. In general, outstanding Old Notes may not be offered or sold, unless registered under the Securities
Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws.
We will not receive any proceeds from any sale of New Notes by brokers-dealers. New Notes received by broker-dealers for their own account pursuant
to the Exchange Offers may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the
writing of options on the New Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such
prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive
compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Notes. Any broker-dealer that
resells New Notes that were received by it for its own account pursuant to the Exchange Offers and any broker or dealer that participates in a distribution of
such New Notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of New Notes and any
commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal
states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act. See "Plan of Distribution."
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CONSIDER CAREFULLY THE "RISK FACTORS" BEGINNING ON PAGE 11 OF THIS PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR
DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is June 20, 2016
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TABLE OF CONTENTS
Page
WHERE YOU CAN FIND MORE INFORMATION
i
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
iii
SUMMARY
1
RISK FACTORS
11
RATIO OF EARNINGS TO FIXED CHARGES
12
THE EXCHANGE OFFERS
13
USE OF PROCEEDS
22
DESCRIPTION OF THE NOTES
23
PLAN OF DISTRIBUTION
42
TAX CONSIDERATIONS
43
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
43
CERTAIN UNITED KINGDOM TAX CONSIDERATIONS
44
CERTAIN IRISH TAX CONSIDERATIONS
46
LEGAL MATTERS
52
EXPERTS
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WHERE YOU CAN FIND MORE INFORMATION
GE is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and files with the SEC the required Proxy Statements, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q
and Current Reports on Form 8-K. You may read and copy any document GE files at the SEC's public reference room in
Washington, D.C. at 100 F Street, NE, Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms. GE's SEC filings are also available to the public from the SEC's website at
www.sec.gov.
GE's common stock is listed on the New York Stock Exchange ("NYSE") and trades under the symbol "GE."
GE incorporates by reference into this prospectus certain documents GE has filed with the SEC, which means that GE can
disclose important information to you by referring you to those documents.
In addition, later information that GE files with the SEC will automatically update and supersede that information as well
as the information contained in this prospectus. The information incorporated by reference is an important part of this
prospectus.
GE incorporates by reference the documents listed below and any filings made by GE with the SEC under Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus to the date that the Exchange Offers are terminated or
expire (except for information in these documents or filings that is deemed "furnished" to the SEC).
·
Annual Report on Form 10-K of GE for the year ended December, 31, 2015, as updated by Current Report on Form
8-K of GE filed June 3, 2016;
·
Definitive Proxy Statement of GE on Schedule 14A filed on March 14, 2016;
·
Quarterly Report on Form 10-Q of GE for the quarter ended March 31, 2016, as updated by Current Report on Form
8-K of GE filed June 3, 2016; and
·
Current Reports on Form 8-K of GE filed January 20, 2016, January 22, 2016, January 26, 2016, February 3,
2016, April 22, 2016 and April 29, 2016.
You may request a copy of any or all of the documents referred to above which may have been or may be incorporated by
reference into this prospectus (excluding certain exhibits to the documents) at no cost to you by writing or telephoning us at the
following address:
General Electric Company
3135 Easton Turnpike
Fairfield, Connecticut 06828
Attn: Investor Communications
(203) 373-2211
You should read this entire prospectus (including the information incorporated by reference) and any amendments or
supplements carefully before making your decision regarding appraisal rights.
No person has been authorized to give any information or to make any representation other than those contained in this
prospectus, and, if given or made, any information or representations must not be relied upon as having been authorized. This
prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities to
which it relates or an offer to sell or the solicitation of an offer to buy these securities in any circumstances in which this offer
or solicitation is unlawful. Neither the delivery of this prospectus nor any sale made under this prospectus shall, under any
circumstances, create any implication that there has been no change in our affairs since the date of this prospectus.
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We have not authorized any dealer, salesperson, or other person to give any information or represent anything to you other
than the information contained in this prospectus or the letter of transmittal. You must not rely on unauthorized information or
representations.
This prospectus and the letter of transmittal do not offer to sell or ask you to buy any securities in any jurisdiction where it
is unlawful, where the person making the offer is not qualified to do so, or to any person who cannot legally be offered the
securities.
The information in this prospectus is current only as of the date on its cover, and may change after that date. For any time
after the cover date of this prospectus, we do not represent that our affairs are the same as described or that the information in
this prospectus is correct--nor do we imply those things by delivering this prospectus or selling securities to you.
In order to ensure timely delivery of the requested documents, requests should be made no later than five business
days before the Expiration Date, as applicable, which date, for the avoidance of doubt, shall be June 24, 2016, unless the
Exchange Offers are extended or terminated.
Except as described above or elsewhere in this registration statement, no other information is incorporated by
reference in this prospectus (including, without limitation, information on our website).
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This prospectus contains "forward-looking statements"--that is, statements related to future, not past, events. In this
context, forward-looking statements often address our expected future business and financial performance and financial
condition, and often contain words such as "expect," "anticipate," "intend," "plan," "believe," "seek," "see," "will," "would,"
or "target."
Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements
about the consummation of the Exchange Offers; our announced plan to reduce the size of our financial services businesses,
including expected cash and non-cash charges associated with this plan and earnings per share of GE Capital's retained
businesses; expected income; earnings per share; revenues; organic growth; growth of our digital business; margins; cost
structure; restructuring charges; cash flows; return on capital; capital expenditures, capital allocation or capital structure;
dividends; and the split between Industrial and Capital earnings.
For us, particular uncertainties that could cause our actual results to be materially different than those expressed in our
forward-looking statements include:
·
obtaining (or the timing of obtaining) any required regulatory reviews or approvals or any other consents or
approvals associated with our announced plan to reduce the size of our financial services businesses;
·
our ability to complete incremental asset sales as part of that plan in a timely manner (or at all) and at the prices we
have assumed;
·
our ability to reduce costs as we execute that plan;
·
changes in law, economic and financial conditions, including interest and exchange rate volatility, commodity and
equity prices and the value of financial assets, including the impact of these conditions on our ability to sell or the
value of incremental assets to be sold as part of our announced plan to reduce the size of our financial services
businesses as well as other aspects of that plan;
·
the impact of conditions in the financial and credit markets on the availability and cost of GE Capital Global
Holdings, LLC's ("GE Capital") funding, and GE Capital's exposure to counterparties;
·
the impact of conditions in the housing market and unemployment rates on the level of commercial credit defaults;
·
pending and future mortgage loan repurchase claims and other litigation claims and investigations in connection with
WMC, which may affect our estimates of liability, including possible loss estimates;
·
our ability to maintain our current credit rating and the impact on our funding costs and competitive position if we do
not do so;
·
the adequacy of our cash flows and earnings and other conditions, which may affect our ability to pay our quarterly
dividend at the planned level or to repurchase shares at planned levels;
·
GE Capital's ability to pay dividends to GE at the planned level, which may be affected by GE Capital's cash flows
and earnings, financial services regulation and oversight, and other factors;
·
our ability to convert pre-order commitments/wins into orders/bookings;
·
the price we realize on orders/bookings since commitments/wins are stated at list prices;
·
customer actions or developments such as early aircraft retirements or reduced energy demand and other factors that
may affect the level of demand and financial performance of the major industries and customers we serve;
·
the effectiveness of our risk management framework;
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·
the impact of regulation and regulatory, investigative and legal proceedings and legal compliance risks, including the
impact of financial services regulation and litigation;
·
our capital allocation plans, as such plans may change including with respect to the timing and size of share
repurchases, acquisitions, joint ventures, dispositions and other strategic actions;
·
our success in completing, including obtaining regulatory approvals for, announced transactions, such as the
Appliances disposition and our announced plan and transactions to reduce the size of our financial services
businesses;
·
our success in integrating acquired businesses and operating joint ventures;
·
our ability to realize anticipated earnings and savings from announced transactions, acquired businesses and joint
ventures;
·
the impact of potential information technology or data security breaches; and
·
the other factors that are described in "Risk Factors" in GE's Annual Report filed on Form 10-K for the year ended
December 31, 2015, as such descriptions may be updated or amended in any future report GE files with the SEC.
These or other uncertainties may cause our actual future results to be materially different than those expressed in our
forward-looking statements. We do not undertake to update our forward-looking statements. This document includes
(including the documents incorporated by reference) certain forward-looking projected financial information that is based on
current estimates and forecasts. Actual results could differ materially.
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SUMMARY
The following summary highlights selected information from this prospectus and does not contain all of the
information that you should consider before participating in the Exchange Offers. You should read this entire prospectus as
well as the information incorporated by reference in this prospectus. For further information about us, see "Where You
Can Find More Information."
General Electric Company
GE, a New York corporation, is a global digital industrial company, transforming industry with software-defined
machines and solutions that are connected, responsive and predictive. With products and services ranging from aircraft
engines, power generation and oil and gas production equipment to medical imaging, financing and industrial products, GE
serves customers in approximately 180 countries and employs approximately 333,000 people worldwide. Since its
incorporation in 1892, GE has developed or acquired new technologies and services that have considerably broadened and
changed the scope of its activities.
GE's address is 1 River Road, Schenectady, NY, 12345-6999 and our telephone number is (518) 385-2211; we also
maintain executive offices at 3135 Easton Turnpike, Fairfield, CT 06828-0001 and our telephone number there is
(203) 373-2211.
Reorganization of GE's Business
On December 3, 2015, GE completed the previously announced realignment and reorganization (the
"Reorganization") of the businesses of General Electric Capital Corporation ("GECC"). The Reorganization was effected
as part of GE's plan announced on April 10, 2015 (the "GE Capital Exit Plan") to reduce the size of its financial services
businesses through the sale of most of GECC's assets and to focus on continued investment and growth in GE's industrial
businesses.
The Reorganization included the following transactions, among others:
·
GE separated GECC's international and U.S. operations;
·
GECC's international operations were consolidated under GECIHL, a U.K.-based international holding company,
which has a separate capital structure and is supervised by the U.K. Prudential Regulation Authority;
·
Effective December 2, 2015, GECC merged with and into GE;
·
Effective December 3, 2015, GECIHL assumed the guarantee originally provided by GECC of the notes
(including the Old Notes) issued by the Issuer in the exchange offers completed on the Original Issue Date. Such
notes (including the Old Notes) continue to be, and the New Notes will be, guaranteed by GE; and
·
GECIHL became the holding company of four foreign financing companies (the "Foreign Fundcos") that have
been used to finance GECC's operations (i.e., GE Capital Australia Funding Pty Ltd, GE Capital Canada Funding
Company, GE Capital UK Funding and GE Capital European Funding), and provided a guarantee of the
outstanding debt obligations of the Foreign Fundcos, which also continue to be guaranteed by GE.
Upon completion of the Reorganization, the Issuer became a finance subsidiary of GECIHL.
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Summary of the Exchange Offers
You should read the discussions under the headings "The Exchange Offers" and "Description of the Notes" for further
information regarding the New Notes.
Registration Rights Agreement
On October 26, 2015, we issued $6,106,952,000 in aggregate principal
amount of our 2.342% Senior Notes due 2020, $1,979,425,000 in aggregate
principal amount of our 3.373% Senior Notes due 2025 and
$11,464,668,000 in aggregate principal amount of our 4.418% Senior Notes
due 2035. We entered into a registration rights agreement for the benefit of
the holders of the Old Notes, pursuant to which you are entitled to exchange
Old Notes for New Notes as described in this prospectus. You are entitled to
exchange your Old Notes in the Exchange Offers for New Notes with
substantially identical terms, except that the New Notes will be registered
under the Securities Act and certain transfer restrictions, registration rights
and additional interest provisions relating to the Old Notes do not apply to
the New Notes. Unless you are a broker-dealer or unable to participate in
the Exchange Offers, we believe that the New Notes to be issued in the
Exchange Offers may be resold by you without compliance with the
registration and prospectus delivery requirements of the Securities Act.
The Exchange Offers
We are offering to exchange $1,000 principal amount of our 2.342% Senior
Notes due 2020, 3.373% Senior Notes due 2025 and 4.418% Senior Notes
due 2035, which have been registered under the Securities Act, respectively,
for each $1,000 principal amount of 2.342% Senior Notes due 2020,
3.373% Senior Notes due 2025 and 4.418% Senior Notes due 2035 that
were issued on October 26, 2015 and have not been so registered.
In order to be exchanged, Old Notes must be properly tendered and
accepted. All Old Notes that are validly tendered and not validly withdrawn
will be exchanged.
As of this date, there are $6,106,952,000 aggregate principal amount of our
unregistered 2.342% Senior Notes due 2020, $1,979,425,000 aggregate
principal amount of our unregistered 3.373% Senior Notes due 2025 and
$11,464,668,000 aggregate principal amount of our unregistered 4.418%
Senior Notes due 2035 outstanding.
The New Notes to be issued to you in the Exchange Offers will be delivered
promptly following the Expiration Date.
Resales of the New Notes
We believe that the New Notes to be issued in the Exchange Offers may be
offered for resale, resold and otherwise transferred by you without
compliance with the registration and prospectus delivery provisions of the
Securities Act if, but only if, you meet the following conditions:
(1) the New Notes to be issued to you in the Exchange Offers are acquired
in the ordinary course of your business;
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(2) at the time of the commencement of the Exchange Offers you have no
arrangement or understanding with any person to participate in the
distribution (within the meaning of the Securities Act) of the New
Notes to be issued to you in the Exchange Offers in violation of the
Securities Act;
(3) you are not an affiliate (as defined in Rule 405 promulgated under the
Securities Act) of us;
(4) if you are a broker-dealer, you are not engaging in, and do not intend to
engage in, a distribution of the New Notes to be issued to you in the
Exchange Offers;
(5) if you are a participating broker-dealer that will receive New Notes for
its own account in exchange for the Old Notes that were acquired as a
result of market-making or other trading activities, that you will deliver
a prospectus in connection with any resale of the New Notes; and
(6) you are not acting on behalf of any persons or entities who could not
truthfully make the foregoing representations.
Our belief is based on interpretations by the staff of the SEC, as set forth in
no-action letters issued to third parties unrelated to us. The staff has not
considered this Exchange Offers in the context of a no-action letter, and we
cannot assure you that the staff would make a similar determination with
respect to this Exchange Offers.
If you do not meet the above conditions, you may not participate in the
Exchange Offers or sell, transfer or otherwise dispose of any Old Notes
unless (i) they have been registered for resale by you under the Securities
Act and you deliver a "resale" prospectus meeting the requirements of the
Securities Act or (ii) you sell, transfer or otherwise dispose of the New
Notes in accordance with an applicable exemption from the registration
requirements of the Securities Act.
Each broker-dealer that is issued New Notes in the Exchange Offers for its
own account in exchange for Old Notes that were acquired by that broker-
dealer as a result of market-making activities or other trading activities must
acknowledge that it will deliver a prospectus meeting the requirements of
the Securities Act in connection with any of its resales of those New Notes.
A broker-dealer may use this prospectus to offer to resell, resell or otherwise
transfer those New Notes.
Expiration Date
The Exchange Offers will expire at 5:00 p.m., New York City time, on July
1, 2016, unless we decide to extend the Exchange Offers.
Conditions to the Exchange Offers
The only conditions to completing the Exchange Offers are that:
(1) none of the Exchange Offers violate applicable law or any applicable
interpretation of the staff of the SEC;
(2) the registration statement on Form S-4 of which this prospectus forms
part shall have been declared effective on or prior to the Effective Date;
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