Pacific Life Insurance Company and Pacific LifeCorp Announce Cash Tender Offer to Purchase Outstanding Surplus Notes and Senior Notes

Offer to Purchase Up to $500,000,000 Combined Principal Amount of Outstanding 7.90% Surplus Notes due 2023, 9.25% Surplus Notes due 2039, 6.00% Senior Notes due 2020, 6.60% Senior Notes due 2033 and 5.125% Senior Notes due 2043

NEWPORT BEACH, Calif.--(BUSINESS WIRE)-- Pacific Life Insurance Company (“PLIC”) and Pacific LifeCorp (“PLC”; and together with PLIC, “Pacific Life”) today announced the commencement of a cash tender offer to purchase up to $500,000,000 (subject to increase, the “Tender Cap”) combined aggregate principal amount (the “Offer”) of PLIC’s outstanding 7.90% Surplus Notes due 2023 (the “7.90% Surplus Notes”) and 9.25% Surplus Notes due 2039 (the “9.25% Surplus Notes”) and PLC’s outstanding 6.00% Senior Notes due 2020 (the “6.00% Senior Notes”), 6.60% Senior Notes due 2033 (the “6.60% Senior Notes”) and 5.125% Senior Notes due 2043 (the “5.125% Senior Notes”; together, with the 7.90% Surplus Notes, 9.25% Surplus Notes, 6.00% Senior Notes and 6.60% Senior Notes, the “Notes”), at a purchase price determined based on the yield to maturity of the applicable U.S. Treasury reference security specified in the table below plus the applicable Fixed Spread, as further described in Pacific Life’s Offer to Purchase (as defined below).

Title of Security

CUSIP / ISIN Numbers (as applicable)

Principal Amount Outstanding

Acceptance Priority Level

Fixed Spread (basis points)

UST Reference Security

Bloomberg Reference Page

9.25% Surplus Notes due 2039

Rule 144A: 694475AA2 / US694475AA20 Reg. S: U69457AA4 / USU69457AA46

$621,002,000

1

145 bps

3.000% due May 15, 2047

FIT1

7.90% Surplus Notes due 2023

Rule 144A: 694606AA2 / US694606AA22

$150,000,000

2

145 bps

1.875% due September 30, 2022

FIT1

6.60% Senior Notes due 2033

Rule 144A: 694476AA0 / US694476AA03 Reg. S: U69452AA5 / USU69452AA58

$600,000,000

3

115 bps

3.000% due May 15, 2047

FIT1

5.125% Senior Notes due 2043

Rule 144A: 694476AD4 / US694476AD42 Reg. S: U69452AC1 / USU69452AC15

$500,000,000

4

135 bps

3.000% due May 15, 2047

FIT1

6.00% Senior Notes due 2020

Rule 144A: 694476AC6 / US694476AC68 Reg. S: U69452AB3 / USU69452AB32

$450,000,000

5

37.5 bps

1.375% due February 15, 2020

FIT5

The Offer will expire at 11:59 p.m., New York City time, on October 30, 2017, unless extended or earlier terminated by Pacific Life, with respect to any or all series of Notes (such date and time, as the same may be extended or earlier terminated, with respect to any or all series, the “Expiration Time”). Holders must validly tender and not properly withdraw their Notes at or prior to 5:00 p.m., New York City time, on October 16, 2017, unless extended by Pacific Life, with respect to any or all series of Notes (such date and time, the “Early Tender Time”) in order to be eligible to receive the Full Tender Offer Consideration (defined below), which includes an early tender payment of $50 per $1,000 principal amount of Notes (the “Early Tender Payment”). Holders that validly tender their Notes after the Early Tender Time and at or prior to the Expiration Time will not be eligible to receive the Early Tender Payment and will only be eligible to receive the Full Tender Offer Consideration minus the Early Tender Payment (the “Late Tender Offer Consideration”). In each case, Holders that validly tender Notes that are accepted for purchase by Pacific Life will receive accrued and unpaid interest from, and including, the last interest payment date for their tendered Notes to, but not including, the settlement date for such Notes, in each case rounded to the nearest cent (“Accrued Interest”). Notes validly tendered may be withdrawn at any time on or prior to 5:00 p.m., New York City time, on October 16, 2017, with respect to any or all series of Notes (such date and time, as the same may be extended, the “Withdrawal Deadline”), unless extended by Pacific Life, but not thereafter. The Depositary Trust Company and any broker, dealer, commercial bank, trust company or other nominee that holds the Notes may have earlier deadlines for tendering Notes pursuant to the Offer than the Early Tender Time or the Expiration Time.

The terms and conditions of the Offer are described in the offer to purchase, dated October 2, 2017 (the “Offer to Purchase”), and the related letter of transmittal (the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer Documents”).

Tendered Notes will be accepted in the order of the acceptance priority level for such series (in numerical priority order) as set forth in the table above, with 1 being the highest acceptance priority level, and based on whether the Notes are tendered at or before the Early Tender Time or after the Early Tender Time, as described in the Offer to Purchase. Notwithstanding the acceptance priority level, if any Notes are purchased in the Offer, Notes tendered at or prior to the Early Tender Time will be accepted for purchase in priority to Notes tendered after the Early Tender Time and at or prior to the Expiration Time. Accordingly, if the Tender Cap is reached in respect of tenders made at or prior to the Early Tender Time, no Notes of any series tendered after the Early Tender Time (regardless of acceptance priority level) will be accepted for purchase, unless we increase the Tender Cap. Under certain circumstances, Pacific Life will accept tendered Notes of one or more of the series on a pro rata basis as further described in the Offer to Purchase. Pacific Life reserves the right, but is not obligated, to increase the Tender Cap.

The Offer is subject to the satisfaction or waiver of certain conditions, including a financing condition, specified in the Offer to Purchase.

Under these conditions and as more fully described in the Offer to Purchase, Pacific Life expressly reserves its right, but is not obligated, with respect to any or all series of Notes, to extend the Offer at any time and may amend or terminate the Offer if, before such time as any Notes have been accepted for payment pursuant to the Offer, any condition of the Offer is not satisfied or, where applicable, waived.

The “Full Tender Offer Consideration” payable for the Notes will be a price per $1,000 principal amount of the Notes equal to an amount that would reflect, as of the date of purchase, a yield to the maturity date of the applicable series of Notes (which is December 30, 2023 for the 7.90% Surplus Notes, June 15, 2039 for the 9.25% Surplus Notes, February 10, 2020 for the 6.00% Senior Notes, September 15, 2033 for the 6.60% Senior Notes and January 30, 2043 for the 5.125% Senior Notes) equal to the sum of (i) the Reference Yield for the applicable series of Notes, plus (ii) the applicable Fixed Spread. The Early Tender Payment is included in the amount of Full Tender Offer Consideration. See Schedule A to the Offer to Purchase for the formula to be used in determining the Full Tender Offer Consideration for the Notes.

If the Tender Cap is reached in respect of tenders made at or prior to the Early Tender Time, Notes validly tendered at or prior to the Early Tender Time will be subject to acceptance on a prorated basis. If the Tender Cap is not reached in respect of tenders made at or prior to the Early Tender Time, but is reached in respect of tenders made at or prior to the Expiration Time, Notes validly tendered after the Early Tender Time and at or prior to the Expiration Time will be subject to acceptance on a prorated basis.

Pacific Life may, but it is not obligated, to elect following the Early Tender Time and prior to the Expiration Time to accept the Notes validly tendered at or prior to the Early Tender Time provided that all conditions to the Offer, including the financing condition, have been satisfied or waived by Pacific Life. Pacific Life may then settle such Notes at such time or promptly thereafter (such date of settlement, which is expected to be October 24, 2017 and is subject to change without notice, the “Early Settlement Date”). The “Final Settlement Date” is the date that Pacific Life settles all Notes accepted for purchase and not previously settled on the Early Settlement Date, if any, and Pacific Life expects such date to be one business day following the Expiration Time. Pacific Life refers to each of the Early Settlement Date and the Final Settlement Date as a “Settlement Date.”

Capitalized terms used in this press release and not defined herein have the meanings given to them in the Offer to Purchase.

Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Goldman Sachs & Co. LLC are acting as dealer managers for the Offer. For additional information regarding the terms of the Offer, please contact: Citigroup Global Markets Inc. toll-free at (800) 558-3745 or collect at (212) 723-6106, Credit Suisse Securities (USA) LLC toll-free at (800) 820-1653 or collect at (212) 538-2147 or Goldman Sachs & Co. LLC toll-free at (800) 828-3182 or collect at (212) 902-6595. Requests for the Offer Documents may be directed to Global Bondholder Services, which is acting as the Depositary and Information Agent for the Offer, at 866-470-4300 (toll-free).

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER OR SOLICITATION TO PURCHASE NOTES. THE OFFER IS BEING MADE SOLELY PURSUANT TO THE OFFER DOCUMENTS, WHICH SET FORTH THE COMPLETE TERMS OF THE OFFER THAT HOLDERS OF THE NOTES SHOULD CAREFULLY READ PRIOR TO MAKING ANY DECISION.

THE OFFER DOCUMENTS DO NOT CONSTITUTE AN OFFER OR SOLICITATION TO PURCHASE NOTES IN ANY JURISDICTION IN WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION UNDER APPLICABLE SECURITIES OR BLUE SKY LAWS. IN ANY JURISDICTION IN WHICH THE SECURITIES, BLUE SKY OR OTHER LAWS REQUIRE THE OFFER TO BE MADE BY A LICENSED BROKER OR DEALER, THE OFFER WILL BE DEEMED TO BE MADE ON BEHALF OF PACIFIC LIFE BY ONE OR MORE OF THE DEALER MANAGERS, IF ANY OF THE DEALER MANAGERS ARE LICENSED BROKERS OR DEALERS UNDER THE LAWS OF SUCH JURISDICTION, OR BY ONE OR MORE REGISTERED BROKERS OR DEALERS THAT ARE LICENSED UNDER THE LAWS OF SUCH JURISDICTION.

About Pacific Life

Offering insurance since 1868, Pacific Life provides a wide range of life insurance products, annuities, and mutual funds, and offers a variety of investment products and services to individuals, businesses, and pension plans. Pacific Life and its affiliates count more than half of the 100 largest U.S. companies as their clients.

Pacific Life refers to Pacific Life Insurance Company and its affiliates, including Pacific Life & Annuity Company. Client count as of June 2017 is compiled by Pacific Life using the 2017 FORTUNE 500® list.

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Pacific Life Insurance Company

Steve Chesterman, 949-219-3243

Schesterman@PacificLife.com

Source: Pacific Life Insurance Company