NEW YORK, December 9, 2016 — Assurant, Inc. (NYSE-AIZ) announced today it has commenced a cash tender offer (the “Offer”) to purchase up to $100,000,000 aggregate principal amount (the “Tender Cap”) of its 6.750% Senior Notes due 2034 (the “Notes”).
The following table sets forth some of the terms of the Offer:
(1) The applicable page on Bloomberg from which the Dealer Manager will quote the bid-side prices of the Reference U.S. Treasury Security. In the above table, “UST” denotes a U.S. Treasury Security.
(2) Per $1,000 principal amount of Notes validly tendered and accepted for purchase. Does not include Accrued Interest (defined below), which will be paid on Notes accepted for purchase.
(3) The Hypothetical Total Consideration for the Notes is calculated as of 2:00 p.m., New York City time, on December 8, 2016. The actual Total Consideration will be determined at 2:00 p.m., New York City time, on the “Tender Offer Price Determination Date”, which is expected to be December 22, 2016.
The Offer is being made upon, and is subject to, the terms and conditions set forth in the Offer to Purchase, dated December 9, 2016 (the “Offer to Purchase”), and the related Letter of Transmittal. The Offer will expire at 11:59 p.m., New York City time, on January 9, 2017, unless extended or earlier terminated by Assurant (the “Expiration Date”). Tenders of Notes may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on December 22, 2016 (the “Early Tender Deadline”), but may not be withdrawn thereafter except in certain limited circumstances where additional withdrawal rights are required by law.
The consideration paid in the Offer for Notes that are validly tendered and accepted for purchase will be determined in the manner described in the Offer to Purchase by reference to a fixed spread over the yield to maturity of the Reference U.S. Treasury Security specified in the table above and in the Offer to Purchase (the “Total Consideration”). Holders of Notes that are validly tendered and not withdrawn at or prior to the Early Tender Deadline and accepted for purchase will receive the Total Consideration, which includes an early tender premium of $30 per $1,000 principal amount of the Notes accepted for purchase (the “Early Tender Premium”). Holders of Notes who validly tender their Notes following the Early Tender Deadline and on or prior to the Expiration Date will only receive the applicable “Tender Offer Consideration” per $1,000 principal amount of any such Notes tendered by such holders that are accepted for purchase, which is equal to the Total Consideration minus the Early Tender Premium. Holders who tender less than all of their Notes must continue to hold Notes of such series in the minimum authorized denomination of $1,000 principal amount or an integral multiple thereof. The Total Consideration will be determined at 2:00 p.m., New York City time, on December 22, 2016 unless extended by Assurant (the “Tender Offer Price Determination Date”). Tenders of Notes will be accepted only in principal amounts equal to $1,000 or integral multiples thereof.
Payments for Notes purchased will include accrued and unpaid interest from and including the most recent interest payment date for the Notes up to, but not including, the applicable settlement date. The settlement date for Notes that are validly tendered on or prior to the Early Tender Deadline (the “Early Settlement Date”) is expected to be December 23, 2016, subject to all conditions to the Offer having been either satisfied or waived by Assurant. The settlement date for the Notes that are tendered following the Early Tender Deadline but on or prior to the Expiration Date is expected to be January 10, 2017 (the “Final Settlement Date”), subject to all conditions to the Offer having been either satisfied or waived by Assurant, assuming Notes having an aggregate principal amount equal to the Tender Cap are not purchased on the Early Settlement Date.
Subject to the Tender Cap, all Notes validly tendered and not validly withdrawn on or before the Early Tender Deadline will be accepted before any Notes validly tendered after the Early Tender Deadline. Even if the Offer is not fully subscribed as of the Early Tender Deadline, subject to the Tender Cap, Notes validly tendered and not validly withdrawn on or before the Early Tender Deadline will be accepted for purchase in priority to Notes tendered after the Early Tender Deadline.
Notes may be subject to proration if the aggregate principal amount validly tendered and not validly withdrawn would cause the Tender Cap to be exceeded. Furthermore, if the Offer is fully subscribed as of the Early Tender Deadline, holders who validly tender Notes following the Early Tender Deadline will not have any of their Notes accepted for payment.
Assurant’s obligation to accept for payment and to pay for the Notes validly tendered in the Offer is subject to the satisfaction or waiver of a number of conditions described in the Offer to Purchase. Assurant reserves the right, subject to applicable law, to: (i) waive any and all conditions to the Offer; (ii) extend or terminate the Offer; (iii) increase or decrease the Tender Cap; or (iv) otherwise amend the Offer in any respect.
Assurant has retained Wells Fargo Securities, LLC as the Dealer Manager. Global Bondholder Services Corporation is the Tender Agent and Information Agent. For additional information regarding the terms of the tender offer, please contact Wells Fargo Securities, LLC at (866) 309-6316 (toll-free) or (704) 410-4760 (collect). Requests for documents and questions regarding the tendering of securities may be directed to Global Bondholder Services Corporation by telephone at (212) 430-3774 (for banks and brokers only), (866) 470-4500 (for all others toll-free) or by email at email@example.com or to the Dealer Manager at the above telephone numbers.
This news release does not constitute an offer or an invitation by Assurant to participate in the Offer in any jurisdiction in which it is unlawful to make such an offer or solicitation. The Offer is being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.
Assurant, Inc. (NYSE: AIZ) is a global provider of risk management solutions, protecting where consumers live and the goods they buy. A Fortune 500 company, Assurant focuses on the housing and lifestyle markets, and is among the market leaders in mobile device protection; extended service contracts; vehicle protection; pre-funded funeral insurance; renters insurance; lender-placed homeowners insurance; and mortgage valuation and field services. With approximately $30 billion in assets and $6 billion in annualized revenue as of Sept. 30, 2016, Assurant is located in 16 countries, while its Assurant Foundation works to support and improve communities. Learn more at assurant.com or on Twitter @AssurantNews.
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