Massachusetts Mutual Life Insurance Company Announces Increase in the Maximum Tender Amount and the Principal Amount of Surplus Notes to be Accepted in its Cash Tender Offer

SPRINGFIELD, Mass., March 20, 2017 /PRNewswire/ -- Massachusetts Mutual Life Insurance Company ("MassMutual") announced today that it has increased the maximum combined aggregate principal amount of surplus notes it may purchase in its previously announced cash tender offer (the "Tender Offer") for 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) from $350,000,000 to $440,000,000 (as increased, the "Maximum Tender Amount"). As of 5:00 p.m., New York City time, on March 16, 2017 (the "Early Tender Deadline"), the principal amount of each Series of Notes listed in the table below had been validly tendered and not validly withdrawn.  The withdrawal deadline of 5:00 p.m., New York City time, on March 16, 2017 has passed and, accordingly, Notes validly tendered in the Tender Offer may no longer be withdrawn except where additional withdrawal rights are required by law.

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. Except as otherwise stated in this press release, all other terms of the Tender Offer remain unchanged.

Pursuant to the terms and subject to the conditions of the Tender Offer, the amount of Notes that will be accepted for purchase is subject to the Maximum Tender Amount, as amended by this press release. The amount of each Series of Notes that will be accepted for purchase was determined in accordance with the Acceptance Priority Levels specified in the table below, with 1 being the highest Acceptance Priority Level and 3 being the lowest Acceptance Priority Level. Assuming the conditions to the Tender Offer are satisfied or waived, MassMutual expects that settlement for the Notes validly tendered and not validly withdrawn at or before the Early Tender Deadline and accepted for purchase by MassMutual will be on March 24, 2017. Holders whose Notes are accepted for purchase will receive the total consideration previously announced by separate press release on March 17, 2017. Based on the increased Maximum Tender Amount, MassMutual expects to accept for purchase $440,000,000 of its 8⅞% Surplus Notes due 2039 that were validly tendered and not validly withdrawn at or before the Early Tender Deadline. Because the aggregate principal amount of Notes validly tendered and not validly withdrawn exceeded the Maximum Tender Amount, the 8⅞% Surplus Notes due 2039 will be purchased subject to proration and no 7⅝% Surplus Notes due 2023 or 7½% Surplus Notes due 2024 will be purchased.

Title of Security	CUSIP Number	Acceptance Priority Level	Principal Amount Tendered(1)	Principal Amount to be Accepted
8⅞% Surplus Notes due 2039	575767AG3/U57576AC1	1	$629,577,000	$440,000,000
7⅝% Surplus Notes due 2023	575767AB4	2	$72,747,000	$0
7½% Surplus Notes due 2024	575767AD0	3	$31,685,000	$0

MassMutual also announced today that the Tender Offer is being extended from 12:00 midnight, New York City time, at the end of March 30, 2017 to 12:00 midnight, New York City time, at the end of March 31, 2017 (such date and time, as the same may be extended with respect to one or more Series of Notes, the "Expiration Time"). As MassMutual intends, subject to the terms and conditions of the Tender Offer, to accept for purchase the Maximum Tender Amount of Notes tendered at or before the Early Tender Deadline, further tenders of Notes prior to the Expiration Time will not be accepted for purchase.

The obligation of MassMutual to accept for purchase, and to pay for, any Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Tender Offer is conditioned upon the satisfaction or waiver of the conditions described in the Offer to Purchase under the heading "Terms of the Tender Offer—Conditions to the Tender Offer" including, among other things, 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. 

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