Massachusetts Mutual Life Insurance Company Announces $350,000,000 Cash Tender Offer for Certain Surplus Notes

SPRINGFIELD, Mass., March 3, 2017 /PRNewswire/ -- Massachusetts Mutual Life Insurance Company ("MassMutual") announced today that it has commenced a cash tender offer (the "Tender Offer") for up to $350,000,000 combined aggregate principal amount of its 8⅞% Surplus Notes due 2039, 7⅝% Surplus Notes due 2023, and 7½% Surplus Notes due 2024 (collectively, the "Notes," and each, a "Series" of Notes).

The Tender Offer is being made by MassMutual upon the terms and subject to the conditions set forth in its Offer to Purchase, dated March 3, 2017 (the "Offer to Purchase"), which sets forth a complete description of the terms of the Tender Offer. A summary of certain terms of the Tender Offer is below:

		Aggregate Principal Amount Outstanding	Acceptance Priority Level	Reference U.S. Treasury Security		Bloomberg Reference Page(2)	Fixed Spread (basis points)
Title of Security	CUSIP Number				Early Tender Premium(1)
8⅞% Surplus Notes due 2039	575767AG3	$750,000,000	1	2.875% due 11/15/46	$50.00	PX1	135 bps
7⅝% Surplus Notes due 2023	575767AB4	$250,000,000	2	2.250% due 02/15/27	$50.00	PX1	70 bps
7½% Surplus Notes due 2024	575767AD0	$100,000,000	3	2.250% due 02/15/27	$50.00	PX1	75 bps

The Tender Offer will expire at 12:00 midnight, New York City time, at the end of March 30, 2017, unless extended (such date and time, as the same may be extended with respect to one or more Series of Notes, the "Expiration Time"). Holders of Notes must validly tender and not validly withdraw their Notes at or before 5:00 p.m., New York City time, on March 16, 2017, unless extended (such date and time, as the same may be extended with respect to one or more Series of Notes, the "Early Tender Deadline") to be eligible to receive the applicable Total Consideration for their tendered Notes. Notes tendered at or before the Early Tender Deadline may be validly withdrawn at any time at or before 5:00 p.m., New York City time, on March 16, 2017 (such date and time, as the same may be extended with respect to one or more Series of Notes, the "Withdrawal Deadline"), but not thereafter, except in certain limited circumstances where additional withdrawal rights are required by law.

The applicable "Total Consideration" for each $1,000 principal amount of Notes of any Series validly tendered at or before the Early Tender Deadline and accepted for purchase pursuant to the Tender Offer will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread specified for such Series in the table above plus the applicable reference yield for such Series based on the bid-side price of the applicable Reference U.S. Treasury Security specified for such Series in the table above. Holders of Notes that are validly tendered and not validly withdrawn at or before the Early Tender Deadline and accepted for purchase will receive the applicable Total Consideration for such Notes, which includes the early tender premium specified for such Series in the table above (the "Early Tender Premium"). Holders of Notes that are validly tendered after the Early Tender Deadline and at or before the Expiration Time and accepted for purchase will receive the applicable Tender Consideration (as defined in the Offer to Purchase) for such Notes, which equals the applicable Total Consideration for such Notes minus the applicable Early Tender Premium for their purchased Notes. Holders whose Notes are accepted for purchase pursuant to the Tender Offer will also receive accrued and unpaid interest on their purchased Notes from the last interest payment date for such Notes to, but excluding, the applicable settlement date.

The Tender Offer is conditioned upon a minimum amount of $200,000,000 of combined aggregate principal amount of Notes being validly tendered and not validly withdrawn (the "Minimum Amount") and the Payment Condition (as defined in the Offer to Purchase) and such conditions cannot be waived or amended by MassMutual. Subject to applicable law, the Tender Offer may be amended, extended, terminated or withdrawn in whole or with respect to one or more Series of Notes. The amounts of each Series of Notes that are purchased on any settlement date will be determined in accordance with the Acceptance Priority Levels set forth in the table above (the "Acceptance Priority Levels"), with 1 being the highest Acceptance Priority Level and 3 being the lowest Acceptance Priority Level. MassMutual will only accept for purchase Notes up to a combined aggregate principal amount of $350,000,000 (the "Maximum Tender Amount"), subject to the Acceptance Priority Levels.

MassMutual reserves the right to increase or decrease the Maximum Tender Amount or change the Acceptance Priority Level with respect to any Series of Notes. If holders tender more Notes in the Tender Offer than they expect to be accepted for purchase by MassMutual based on a lower Acceptance Priority Level for the Notes being tendered, and MassMutual subsequently accepts more than such holders expected of such Notes tendered and not validly withdrawn at or before the Withdrawal Deadline, such holders will not be able to withdraw any of their previously tendered Notes. Accordingly, holders should not tender any Notes that they do not wish to be accepted for purchase.

All Notes validly tendered and not validly withdrawn at or before the Early Tender Deadline having a higher Acceptance Priority Level will be accepted before any tendered Notes having a lower Acceptance Priority Level are accepted in the Tender Offer, and all Notes validly tendered after the Early Tender Deadline having a higher Acceptance Priority Level will be accepted before any Notes tendered after the Early Tender Deadline having a lower Acceptance Priority Level are accepted in the Tender Offer, in each case, subject to the limitation that the aggregate principal amount of Notes purchased pursuant to the Tender Offer will not exceed the Maximum Tender Amount. However, Notes validly tendered and not validly withdrawn at or before the Early Tender Deadline will be accepted for purchase in priority to Notes tendered after the Early Tender Deadline, even if the Notes tendered after the Early Tender Deadline have a higher Acceptance Priority Level than the Notes validly tendered prior to the Early Tender Deadline.

If purchasing all of the tendered Notes of a Series of Notes of an applicable Acceptance Priority Level on any settlement date would cause the Maximum Tender Amount to be exceeded, the amount of that Series of Notes purchased on that settlement date will be prorated based on the aggregate principal amount of that Series of Notes tendered in respect of that settlement date such that the Maximum Tender Amount will not be exceeded. Furthermore, if the Tender Offer is fully subscribed as of the Early Tender Deadline, holders who tender Notes after the Early Tender Deadline will not have any of their Notes accepted for payment.

Subject to applicable law, the Tender Offer may be amended, extended, terminated or withdrawn with respect to one or more Series of Notes. If the Tender Offer is terminated with respect to any Series of Notes without Notes of such Series being accepted for purchase, Notes of such Series tendered pursuant to the Tender Offer will promptly be returned to the tendering holders. Notes tendered pursuant to the Tender Offer and not purchased due to the priority acceptance procedures or due to proration, in each case as described in the Offer to Purchase, will be returned to the tendering holders promptly following the Expiration Time or, if the Tender Offer is fully subscribed as of the Early Tender Deadline, promptly following the Early Tender Deadline.

The Tender Offer is subject to the satisfaction or waiver of certain conditions set forth in the Offer to Purchase, including, among other things, (a) MassMutual having raised net proceeds through one or more issuances of surplus notes in the capital markets, on terms reasonably satisfactory to MassMutual, sufficient to purchase all Notes validly tendered (and not validly withdrawn) and accepted for purchase by MassMutual in the Tender Offer and to pay accrued interest and all fees and expenses in connection with the Tender Offer, in accordance with the terms of the financing condition more fully described in the Offer to Purchase, and (b) the Minimum Amount of Notes being validly tendered and not validly withdrawn, which condition cannot be waived or amended by MassMutual. Except for the condition that the Minimum Amount of Notes be validly tendered and not validly withdrawn and the Payment Condition, MassMutual reserves the right, in its sole discretion, to waive any and all conditions of the Tender Offer described in the Offer to Purchase, including such financing condition, on or prior to the Expiration Time. 

This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation, or sale would be unlawful. The Tender Offer is being made solely pursuant to the terms and conditions set forth in the Offer to Purchase.

Morgan Stanley & Co. LLC and Citigroup Global Markets Inc. are serving as Joint Lead Dealer Managers for the Tender Offer.   Questions regarding the Tender Offer may be directed to Morgan Stanley & Co. LLC at (800) 624-1808 (toll free) or (212) 761-1057 (collect) and to Citigroup Global Markets Inc. at (800) 558-3745 (toll free) or (212) 723-6106 (collect). Requests for the Offer to Purchase may be directed to D.F. King & Co., Inc., which is acting as Tender Agent and Information Agent for the Tender Offer, at the following telephone numbers: banks and brokers, (212) 269-5550; all others toll free at (866) 864-7964 or email at [email protected].

Cautionary Statement Regarding Forward-Looking Information

This press release contains forward-looking statements. Such statements include statements regarding the belief or current expectations of MassMutual concerning its future financial condition and results of operations. Holders of Notes are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those in the forward-looking statements as a result of various factors. The information in the Offer to Purchase identifies important factors that could cause such differences.

About MassMutual

MassMutual is a leading mutual life insurance company that is run for the benefit of its members and participating policyowners. MassMutual offers a wide range of financial products and services, including life insurance, disability income insurance, long term care insurance, annuities, retirement plans and other employee benefits. For more information, visit www.massmutual.com.

MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company and its affiliated companies and sales representatives.

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SOURCE MassMutual