NEW YORK, December 22, 2016—Assurant, Inc. (NYSE: AIZ) (the “Company”) today announced that, pursuant to its previously-announced cash tender offer (the “Offer”) for up to $100,000,000 aggregate principal amount of its 6.750% Senior Notes due 2034 (the “Notes”), $160,202,000 in aggregate principal amount of Notes were validly tendered and not validly withdrawn on or prior to 5:00 p.m., New York City time, on December 22, 2016 (the “Early Tender Deadline”). The terms and conditions of the Offer are described in the Offer to Purchase and the related Letter of Transmittal, each dated December 9, 2016 (the “Offer Documents”). The Company expects to make payment for the accepted Notes on December 23, 2016.
The following table sets forth certain information regarding the Notes and the Offer, including the aggregate principal amount of Notes that was validly tendered and not validly withdrawn on or prior to the Early Tender Deadline:
(1) Per $1,000 principal amount of Notes accepted for purchase. The Total Consideration (as defined in the Offer Documents), which includes the Early Tender Premium (as defined in the Offer Documents), will be paid to holders of Notes who tender, and do not validly withdraw, their Notes at or before the Early Tender Deadline, and whose Notes are accepted for purchase. Holders of Notes accepted for purchase will also receive Accrued Interest (as defined in the Offer Documents) of $24.00 per $1,000 principal amount of Notes on such Notes from the last interest payment date up to, but not including, the date the Company makes payment for such Notes.
(2) The proration factor has been rounded to the nearest hundredth of a percentage point.
Because the Tender Cap has been achieved, the Company will accept the Notes for purchase on a pro rata basis based on the proration factor set forth in the table above. In addition, the Company will not accept any Notes tendered after the Early Tender Deadline.
Holders of Notes that were validly tendered and not validly withdrawn at or prior to the Early Tender Deadline Time will receive the Total Consideration set forth in the table above.
The deadline to validly withdraw tenders was 5:00 p.m., New York City time, on December 22, 2016, and no withdrawal rights shall exist for tenders submitted after the Early Tender Deadline except in certain limited circumstances where additional withdrawal rights are required by law.
Information Relating to the Offer
Wells Fargo Securities, LLC is acting as the dealer manager for the Offer. The information agent and tender agent for the Offer is Global Bondholder Services Corp. Copies of the Offer Documents and related offering materials are available by contacting Global Bondholder Services Corp. at (866) 470-4500) (toll-free) or (212) 430-3774 (banks and brokers). Questions regarding the Offer should be directed to Wells Fargo Securities, LLC, at (704) 410-4760 (collect) or (866) 309-6316 (toll free).
This press release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Offer is being made only pursuant to the Offer Documents and only in such jurisdictions as is permitted under applicable law.
About Assurant, Inc.
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.
Cautionary Statement Regarding Forward-Looking Statements
Some statements set forth in this communication are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. You can identify these statements by the use of words such as “will,” “may,” “anticipates,” “expects,” “estimates,” “projects,” “intends,” “plans,” “believes,” “targets,” “forecasts,” “potential,” “approximately,” or the negative version of those words and other words and terms with a similar meaning. Any forward-looking statements contained or incorporated by reference in this communication are based upon our historical performance and on current plans, estimates and expectations. The inclusion of this forward looking information should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved. Our actual results might differ materially from those projected in the forward-looking statements. The Company undertakes no obligation to update or review any forward-looking statement, whether as a result of new information, future events or other developments.
For a detailed discussion of the risk factors that could affect our actual results, please refer to “Critical Factors Affecting Results” in Item 7 and “Risk Factors” in Item 1A of our Form 10-K for the year ended December 31, 2015 and Item 2 of our Form 10-Q for the quarter ended September 30, 2016.
Further, it is not possible to assess the effect of all risk factors on our businesses or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. In addition, except as required by law, we disclaim any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
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