Filed Pursuant to Rule 433

Dated January 10, 2013

Registration Statement No. 333-178262

General Electric Capital Corporation
NZD 300 Million Global Medium Term Notes, Series A New Issue
Indicative Terms and Conditions

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

Instrument:

NZD Fixed Rate Senior Unsecured Notes

Issue Amount:

NZD 300,000,000

Status:

Senior, unsecured obligations of the Issuer

Maturity Date:

17th January 2018

Trade Date:

10th January 2013

Settlement Date:

17th January 2013

Coupon:

4.25%

Benchmark:

NZGB 6.00% due 15 December 2017

Benchmark Yield:

2.895 percent per annum

Re-Offer Price:
Re-Offer Yield:
Re offer Spread:

99.524%
4.357% semi annual
NZGB 6.00% due 15 December 2017 + 146.2 bps area | Semi /
qtrly ASW + 115 bps area

Fees:

0.325%

All-in Price:

99.199%

Net Proceeds:

NZD 297,597,000

Coupon Payment Dates:

Each January 17th and July 17th, commencing July 17th, 2013 and ending on the Maturity Date

Day Count:

Act/Act (ICMA)

Business Days:

New York and Wellington

Governing Law:

New York

Form and Documentation:

Registered notes under the Issuer’s Global MTN Program

Business Day Convention:

Following Unadjusted

Denominations:

NZD 5,000 and integral multiples of NZD 5,000 in excess thereof

Call Dates (if any):

Not Applicable

Call Notice Period:

Not Applicable




 

Page 2

Filed Pursuant to Rule 433

Dated January 10, 2013

Registration Statement No. 333-178262


 

 

Put Dates (if any):

Not Applicable

Put Notice Period:

Not Applicable

Clearing and Settlement:

Euroclear and Clearstream

CUSIP:

36962G6U3

ISIN:

XS0876185876

Plan of Distribution:

The Notes are being purchased by the underwriters listed below (collectively the “Underwriters”), as principal, at 99.524% of the aggregate principal amount less an underwriting discount equal to 0.325% of the principal amount of the Notes.

 

 

 

 

 

 

Institution

 

 

Commitment

 


 

 


 

 

 

 

 

 

Lead Managers:

 

 

 

 

 

Australia and New Zealand Banking Group Limited

 

$

150,000,000

 

 

TD Securities

 

$

150,000,000

 

 

Total

 

$

300,000,000

 

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

Australia and New Zealand Banking Group Limited is not a U.S. registered broker-dealer, and therefore, to the extent it intends to effect any sales of the notes in the United States, it will do so through ANZ Securities, Inc. or another U.S. registered broker-dealer in accordance with the applicable U.S. securities laws and regulations, and as permitted by the regulations of the Financial Industry Regulatory Authority, Inc.

Investors should read the discussion under “United States Tax Considerations” in the accompanying prospectus supplement and note, in particular, the tax consequences of investing in notes denominated in a currency other than U.S. dollars that are issued without original issue discount. In addition, if a U.S. holder (as defined in the prospectus supplement) recognizes a loss upon a sale, exchange or retirement of a note above certain thresholds, the holder may be required to file a disclosure statement with the Internal Revenue Service.



 

Page 3

Filed Pursuant to Rule 433

Dated January 10, 2013

Registration Statement No. 333-178262

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

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 EDGAR on 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 Australia and New Zealand Banking Group Limited at 1-800 477 9173.