Pacific Life Insurance Company and Pacific LifeCorp Announce Pricing and Upsizing 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 determination of the Full Tender Offer Consideration, as shown in the table below, for Pacific Life’s previously announced 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 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”). Pacific Life also announced that it has increased the Tender Cap from $500,000,000 to $573,247,000 principal amount. Except as described in this press release, all other terms of the offer as described in the Offer Documents (as defined below) remain unchanged. Pacific Life expects to fund the purchase of the Notes in the Tender Offer with a portion of the net proceeds from PLIC’s offering of $750 million aggregate principal amount of 4.300% Fixed-to-Floating Rate Surplus Notes due 2067, which is expected to close on October 24, 2017.

On October 2, 2017, Pacific Life commenced the Offer in accordance with the terms and conditions set forth 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. Select terms of the offer are described in the table below.


Title of Security	CUSIP / ISIN Numbers (as applicable)	Principal Amount Outstanding	Principal Amount Tendered⁽¹⁾	UST Reference Security	Reference Yield to Maturity	Fixed Spread (basis points)	Tender Offer Yield	Full Tender Offer Consideration ^(2)(3)(4)	Accrued Interest⁽²⁾⁽⁴⁾

9.25% Surplus Notes due 2039	Rule 144A: 694475AA2 / US694475AA20 Reg. S: U69457AA4 / USU69457AA46	$621,002,000	$236,447,000	3.000% due May 15, 2047	2.804%	145 bps	4.254%	$1,702.06	$33.15

7.90% Surplus Notes due 2023	Rule 144A: 694606AA2 / US694606AA22	$150,000,000	$16,451,000	1.875% due September 30, 2022	1.960%	145 bps	3.410%	$1,248.34	$25.02

6.60% Senior Notes due 2033	Rule 144A: 694476AA0 / US694476AA03 Reg. S: U69452AA5 / USU69452AA58	$600,000,000	$13,550,000	3.000% due May 15, 2047	2.804%	115 bps	3.954%	$1,309.95	$7.15

5.125% Senior Notes due 2043	Rule 144A: 694476AD4 / US694476AD42 Reg. S: U69452AC1 / USU69452AC15	$500,000,000	$89,510,000	3.000% due May 15, 2047	2.804%	135 bps	4.154%	$1,150.97	$11.96

6.00% Senior Notes due 2020	Rule 144A: 694476AC6 / US694476AC68 Reg. S: U69452AB3 / USU69452AB32	$450,000,000	$217,289,000	1.375% due February 15, 2020	1.619%	37.5 bps	1.994%	$1,089.37	$12.33

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(1) As of 5:00 p.m., New York City time, on October 16, 2017 (the “Early Tender Time”).
(2) Per $1,000 principal amount of Notes accepted for purchase.
(3) Includes the early tender payment of $50 per $1,000 principal amount of Notes (the “Early Tender Payment”).
(4) Based on an Early Settlement Date (as defined below) of October 24, 2017.

All Notes validly tendered and not validly withdrawn prior to the Early Tender Time will be accepted for purchase. Pursuant to the terms of the Offer, the amount of Notes that would be accepted for purchase is subject to the Tender Cap. Accordingly, because the Tender Cap has been 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. Under certain circumstances, Pacific Life will accept tendered Notes of one or more series on a pro rata basis as further described in the Offer to Purchase.

As set forth in the Offer to Purchase, holders who validly tendered and did not validly withdraw their Notes at or prior to the Early Tender Time and whose Notes are accepted for purchase will receive the Full Tender Offer Consideration, which includes the Early Tender Payment. In addition, holders of Notes accepted for purchase 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.

The Withdrawal Deadline for the Offer was 5:00 p.m., New York City time, on October 16, 2017, and has not been extended for any series of 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 (such date and time, as the same may be extended or earlier terminated, with respect to any or all series of Notes, the “Expiration Time”).

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

Pacific Life may, prior to the Expiration Time, elect 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.

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.