The Guardian Life Insurance Company Of America Announces Launch Of Private Exchange Offer For Up To $200 Million Of Its Outstanding 7.375% Surplus Notes Due 2039
Surplus Notes |
CUSIP Nos. |
Outstanding |
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7.375% Surplus Notes |
401378AA2; U38368AA1 |
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The New 2077 Surplus Notes being offered in the Exchange Offer will be a further issuance of, and will be in addition to, the 4.850% Surplus Notes due 2077 which Guardian issued for cash on
The Exchange Offer is being made solely to Eligible Holders upon the terms and subject to the conditions set forth in the confidential offering memorandum (the "Offering Memorandum") and the related letter of transmittal (the "Letter of Transmittal"), each dated
The Exchange Offer is being made only (a) in
Upon the terms and subject to the conditions of the Exchange Offer, Eligible Holders that validly tender, and do not validly withdraw, their Existing Surplus Notes at or prior to
Upon the terms and subject to the conditions of the Exchange Offer, Eligible Holders that validly tender their Existing Surplus Notes after the Early Exchange Time but at or prior to midnight,
In addition, holders of Existing Surplus Notes validly tendered (and not validly withdrawn) in the Exchange Offer will receive on the relevant settlement date accrued and unpaid interest to, but not including, the relevant settlement date in cash on all such Existing Surplus Notes validly tendered and accepted for exchange.
Interest on the New 2077 Surplus Notes will accrue from
If the aggregate principal amount of Existing Surplus Notes that are validly tendered at or prior to the Expiration Time exceeds the Maximum Exchange Amount, then only an aggregate principal amount of Existing Surplus Notes validly tendered equal to the Maximum Exchange Amount will be accepted for exchange. Existing Surplus Notes validly tendered at or prior to the Early Exchange Time will be accepted for exchange on a pro rata basis. As such, all Existing Surplus Notes that are tendered for exchange in the Exchange Offer at or prior to the Early Exchange Time will have priority over Existing Surplus Notes that are tendered for exchange after the Early Exchange Time. If the aggregate principal amount of Existing Surplus Notes validly tendered at or prior to the Early Exchange Time is equal to or in excess of the Maximum Exchange Amount, then we will not accept any Existing Surplus Notes tendered for exchange after the Early Exchange Time. Existing Surplus Notes validly tendered after the Early Exchange Time and accepted for exchange (if any) will be exchanged on a pro rata basis.
Tenders of Existing Surplus Notes may be withdrawn at or prior to
Consummation of the Exchange Offer is conditioned upon the satisfaction or waiver of the conditions set forth in the Offering Memorandum and the Letter of Transmittal. In addition, the Exchange Offer may be terminated or withdrawn at any time, in Guardian's sole and absolute discretion, subject to compliance with applicable law.
The complete terms and conditions of the Exchange Offer are described in the Offering Memorandum and Letter of Transmittal, copies of which may be obtained by Eligible Holders by contacting
This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities. The Exchange Offer is being made and the New 2077 Surplus Notes are being offered only to "qualified institutional buyers" and holders that are not "
About Guardian
Financial information concerning
Forward-Looking Statements
This press release may contain "forward-looking statements." These forward-looking statements include, but are not limited to, the satisfaction of the conditions to the Exchange Offer and the completion of the proposed Exchange Offer. Forward-looking statements include, but are not limited to, statements that represent Guardian's beliefs concerning future operations, strategies, financial results or other developments, and contain words and phrases such as "may," "expects," "should" or similar expressions. Because these forward-looking statements are based on estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond Guardian's control or are subject to change, actual results could be materially different and Guardian's results of operations, its financial condition and its liquidity could be adversely affected. Consequently, such forward-looking statements should be regarded solely as Guardian's current plans, estimates and beliefs. Guardian does not intend, and does not undertake, any obligation to update any forward-looking statements to reflect future events or circumstances after the date of such statements.
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