Teachers Insurance and Annuity Association of America Announces Pricing Terms and Upsizing of its Cash Tender Offer for its 6.850% Surplus Notes due 2039

NEW YORK--(BUSINESS WIRE)-- Teachers Insurance and Annuity Association of America (“TIAA”) announced today the pricing terms and consideration payable in connection with its previously announced cash tender offer (the “Tender Offer”) for up to $750 million aggregate principal amount of its 6.850% Surplus Notes due 2039 (the “Notes”). In addition, TIAA has amended the Tender Offer to increase the previously announced Maximum Tender Amount from $750 million to $950 million (as amended, the “Maximum Tender Amount”). Except as described in this press release, all other terms of the Tender Offer, as previously announced, remain unchanged.

The Tender Offer is being made by TIAA upon the terms and subject to the conditions set forth in its Offer to Purchase, dated April 19, 2017 (the “Offer to Purchase”), which sets forth a complete description of the terms of the Tender Offer. As described in the Offer to Purchase, TIAA reserves the right, subject to applicable law, to, among other things, increase the Maximum Tender Amount and thereby increase the aggregate principal amount of Notes that may be accepted for purchase pursuant to the Tender Offer.

As previously announced, as of 5:00 p.m., New York City time, on May 2, 2017 (the “Early Tender Deadline”), the principal amount of Notes listed in the table below had been validly tendered and not validly withdrawn.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 May 2, 2017 (the “Withdrawal Deadline”) has passed and, accordingly, Notes validly tendered in the Tender Offer may no longer be withdrawn except where additional withdrawal rights are required by law.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 reference yield for the Tender Offer was determined by the Joint Lead Dealer Managers (identified below) at 2:00 p.m., New York City time, today. The consideration to be paid in the Tender Offer for the Notes is based on the reference yield plus a fixed spread, as set forth in the table below (the “Total Consideration”). Holders who validly tendered and did not validly withdraw Notes at or prior to the Early Tender Deadline that are accepted for purchase will receive the applicable Total Consideration per $1,000 principal amount of Notes accepted for purchase, as set forth in the table below, which includes an early tender premium of $50.00 per $1,000 principal amount of Notes accepted for purchase (the “Early Tender Premium”). Holders of Notes that are validly tendered after the Early Tender Deadline and at or before the Expiration Time (as defined below) and accepted for purchase will receive the Tender Consideration (as defined in the Offer to Purchase) for such Notes, which equals the Total Consideration for such Notes minus the 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.

Title of Security

CUSIP/ISIN Number

Aggregate Principal Amount Outstanding

Aggregate Principal Amount Tendered(1)

Reference U.S. Treasury Security

Bloomberg Reference Page

Fixed Spread (basis points)

Reference Yield

Total Consideration (2)(3)(4)(5)

6.850% Surplus Notes due 2039

144A: 878091 BC0 / US878091BC04 Reg S: U87602 AV7 / USU87602AV70

$2,000,000,000

$1,038,470,000

2.875% due November 15, 2046

FIT1

120 bps

2.955%

$1,392.52

The Tender Offer will expire at 12:00 midnight, New York City time, at the end of May 16, 2017 (the “Expiration Time”), unless extended upon the terms and subject to the conditions set forth in the Offer to Purchase. TIAA may, prior to the Expiration Time, elect to accept the Notes validly tendered at or prior to the Early Tender Deadline provided that all conditions to the offer, including the financing condition, have been satisfied or waived by TIAA. TIAA may then settle such Notes at such time or promptly thereafter (such date of settlement, the “Early Settlement Date”). The “Final Settlement Date” is the date that TIAA settles all Notes accepted for purchase and not previously settled on the Early Settlement Date, if any. TIAA expects such date to be on or about one business day following the Expiration Time.

The obligation of TIAA to accept for purchase, and to pay for, any Notes validly tendered, 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, TIAA having raised net proceeds through one or more issuances of surplus notes in the capital markets, on terms reasonably satisfactory to TIAA, sufficient to purchase all Notes validly tendered, not validly withdrawn and accepted for purchase by TIAA 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. TIAA 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.

Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are serving as Joint Lead Dealer Managers for the Tender Offer. Questions regarding the Tender Offer may be directed to Citigroup Global Markets Inc. at (800) 558-3745 (toll free) or (212) 723-6106 (collect) and to J.P. Morgan Securities LLC at (866) 834-4666 (toll free) or (212) 834-8553 (collect). Requests for the Offer to Purchase may be directed to Global Bondholder Services Corporation, which is acting as Tender Agent and Information Agent for the Tender Offer, at the following telephone numbers: banks and brokers, (212) 430-3774; all others toll free at (866) 470-3700 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 TIAA 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 TIAA

TIAA is the leading provider of financial services in the academic, research, medical, cultural and government fields. TIAA has $938 billion in assets under management (as of 03/31/2017, and based on assets under management across Nuveen Investments affiliates and TIAA investment management teams) and offers a wide range of financial solutions, including investing, banking, advice and education, and retirement services.

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TIAA

Chad Peterson, 888-200-4062

[email protected]

Source: TIAA