Filed Pursuant to Rule 433

 

Dated September 4, 2012

 

Registration Statement No. 333-178262

GENERAL ELECTRIC CAPITAL CORPORATION

GLOBAL MEDIUM-TERM NOTES, SERIES A

(Senior Unsecured Fixed Rate Notes)

Investing in these notes involves risks. See “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2011 filed with the Securities and Exchange Commission and in the Prospectus and Prospectus Supplement pursuant to which these notes are issued.

 

 

Issuer:

General Electric Capital Corporation

 

 

Trade Date:

September 4, 2012

 

 

Settlement Date (Original Issue Date):

September 7, 2012

 

 

Maturity Date:

September 7, 2022

 

 

Principal Amount:

US $2,000,000,000

 

 

Price to Public (Issue Price):

99.855%

 

 

Agents Commission:

0.425%

 

 

All-in Price:

99.430%

 

 

Net Proceeds to Issuer:

US $1,988,600,000

 

 

Treasury Benchmark:

1.625% due August 15, 2022

 

 

Treasury Yield:

1.567%

 

 

Spread to Treasury Benchmark:

Plus 1.60%

 

 

Reoffer Yield:

3.167%

 

 

Interest Rate Per Annum:

3.150%

 

 

Interest Payment Dates:

Semi-annually on the 7th day of each March and September, commencing March 7, 2013 and ending on the Maturity Date

 

 

Day Count Convention:

30/360, Following Unadjusted

 

 

Business Day Convention:

New York

 

 

Denominations:

Minimum of $1,000 with increments of $1,000 thereafter

 

 

Call Notice Period:

None

 

 

Put Dates (if any):

None

 

 

Put Notice Period:

None


 

 

 

Page 2

 

Filed Pursuant to Rule 433

 

Dated September 4, 2012

 

Registration Statement No. 333-178262

 

 

CUSIP:

36962G6F6

 

 

ISIN:

US36962G6F61

Plan of Distribution:

The Notes are being purchased by the underwriters listed below (collectively, the “Underwriters”), as principal, at 99.855% of the aggregate principal amount less an underwriting discount equal to 0.425% of the principal amount of the Notes.

 

 

 

 

Institution

 

Commitment

 

  

Lead Managers:

 

 

 

 

 

Barclays Capital Inc.

 

$460,000,000

 

 

 

Citigroup Global Markets Inc.

 

$460,000,000

 

 

 

Credit Suisse Securities (USA) LLC

 

$460,000,000

 

 

 

Merrill Lynch, Pierce, Fenner & Smith Incorporated

 

$460,000,000

 

 

 

Co-Managers:

 

 

 

 

 

Blaylock Robert Van, LLC

 

$20,000,000

 

 

 

CastleOak Securities, L.P.

 

$20,000,000

 

 

 

Drexel Hamilton, LLC

 

$20,000,000

 

 

 

Lebenthal & Co., LLC

 

$20,000,000

 

 

 

Loop Capital Markets LLC

 

$20,000,000

 

 

 

Mischler Financial Group, Inc.

 

$20,000,000

 

 

 

Samuel A. Ramirez & Company, Inc.

 

$20,000,000

 

 

 

The Williams Capital Group, L.P.

 

$20,000,000

 

 

 

Total

$2,000,000,000

The Issuer has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended.

CAPITALIZED TERMS USED HEREIN WHICH ARE DEFINED IN THE PROSPECTUS SUPPLEMENT SHALL HAVE THE MEANINGS ASSIGNED TO THEM IN THE PROSPECTUS SUPPLEMENT.


 

 

 

Page 3

 

Filed Pursuant to Rule 433

 

Dated September 4, 2012

 

Registration Statement No. 333-178262

The Issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting the SEC Web site at www.sec.gov. Alternatively, the Issuer or the underwriter participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll-free at 1-888-603-5847, Citigroup Global Markets Inc. toll-free at 1-877-858-5407, Credit Suisse Securities (USA) LLC toll-free at 1-800-221-1037 and Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322.