Pacific Life Insurance Company and Pacific LifeCorp Announce Early Settlement of Tender Offer

Business Wire

NEWPORT BEACH, Calif.--(BUSINESS WIRE)-- Pacific Life Insurance Company (“PLIC”) and Pacific LifeCorp (“PLC”; and together with PLIC, “Pacific Life”) today announced the exercise of Pacific Life’s early settlement right for all of PLIC’s outstanding 9.25% Surplus Notes due 2039 (the “9.25% Surplus Notes”) and 7.90% Surplus Notes due 2023 (the “7.90% Surplus Notes”) and PLC’s outstanding 6.60% Senior Notes due 2033 (the “6.60% Senior Notes”), 5.125% Senior Notes due 2043 (the “5.125% Senior Notes”) and 6.00% Senior Notes due 2020 (the “6.00% Senior Notes”; together, with the 9.25% Surplus Notes, 7.90% Surplus Notes, 6.60% Senior Notes and 5.125% Senior Notes, the “Notes”) tendered at or prior to the Early Tender Time (as defined below) in connection with its previously announced cash tender offer.

$236,447,000 aggregate principal amount of 9.25% Surplus Notes, $16,451,000 aggregate principal amount of 7.90% Surplus Notes, $13,550,000 aggregate principal amount of 6.60% Senior Notes, $89,510,000 aggregate principal amount of 5.125% Senior Notes and $217,289,000 aggregate principal amount of 6.00% Senior Notes were tendered by 5:00 p.m., New York City time, on October 16, 2017 (the “Early Tender Time”). All of such tendered Notes were accepted for payment and settlement was made on October 24, 2017.

Holders of the Notes that have been accepted for purchase will receive the Full Tender Offer Consideration (as defined in the Offer to Purchase described below), which amounts to a total of $1,702.06 for the 9.25% Surplus Notes, $1,248.34 for the 7.90% Surplus Notes, $1,309.95 for the 6.60% Senior Notes, $1,150.97 for the 5.125% Senior Notes and $1,089.37 for the 6.00% Senior Notes, in each case per $1,000 principal amount of Notes accepted for purchase, plus 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.

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”) sent to holders of the Notes. 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.

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.