NEW YORK, July 16, 2018 /PRNewswire/ -- National Life
Insurance Company ("National Life") today announced that holders of
10.50% Surplus Notes due 2039 (the "Existing Surplus Notes") may
tender Existing Surplus Notes in principal amounts equal to minimum
denominations of $2,000 and integral
multiples of $1,000 in excess thereof
in National Life's previously announced offer to exchange (the
"Exchange Offer") any and all of the Existing Surplus Notes held by
Eligible Holders for National Life's 5.250% Fixed-to-Floating Rate
Surplus Notes due 2068 (the "New 2068 Surplus Notes").
The Exchange Offer is being made only (a) in the United States, to holders of Existing
Surplus Notes who are "qualified institutional buyers," as defined
in Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act"), and (b) outside the United States, to holders of Existing
Surplus Notes who are not "U.S. persons," as defined in Rule 902
under the Securities Act. We refer to the holders of Existing
Surplus Notes who have certified that they are eligible to
participate in the Exchange Offer pursuant to at least one of the
foregoing conditions as "Eligible Holders."
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") and
notice of guaranteed delivery (the "Notice of Guaranteed Delivery",
and collectively with the Offering Memorandum and the Letter of
Transmittal, the "Exchange Offer Materials"), each dated
July 10, 2018.
The complete terms and conditions of the Exchange Offer are
described in the Exchange Offer Materials, copies of which may be
obtained by Eligible Holders by contacting D.F. King & Co.,
Inc., the information and exchange agent in connection with the
Exchange Offer, at (800) 967-4617 (toll-free) or (212) 269-5550
(Banks and Brokers) or by visiting www.dfking.com/nli to complete
the eligibility process. Holders of Existing Surplus Notes
that are not Eligible Holders will not be able to receive such
documents, but may call us through D.F. King at the numbers set
forth above for further instructions on how to receive cash
consideration for their Existing Surplus Notes.
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 2068 Surplus Notes are being offered only to "qualified
institutional buyers" and holders that are not "U.S. persons" as
such terms are defined under the Securities Act. The New 2068
Surplus Notes have not been registered under the Securities Act or
under any state securities laws, and may not be offered or sold in
the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act, and, accordingly, are subject
to significant restrictions on transfer and resale as more fully
described in the Exchange Offer Materials. The Exchange Offer
is subject to the terms and conditions set forth in the Exchange
Offer Materials.
About National Life
National Life Insurance Company
(National Life) is a life insurance company founded in 1848 in
Montpelier, Vermont and licensed
to conduct business in all 50 states and the District of Columbia. National Life operates
as a unified organization under the trade name of National Life
Group, which includes National Life, Life Insurance Company of the
Southwest, and their affiliates. National Life Group is a
diversified financial services company and one of the fastest
growing life insurers in the United
States. Its offerings include traditional whole life, term
life, fixed interest universal life, indexed universal life,
variable universal life, variable annuities, fixed interest rate
annuities and fixed indexed annuities. The company has a combined
life insurance in-force of $123.9
billion (before reinsurance ceded) and annuity account value
under management of $13.8
billion.
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 National Life'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 National Life's control or
are subject to change, actual results could be materially different
and National Life's results of operations, its financial condition
and its liquidity could be adversely affected. Consequently, such
forward-looking statements should be regarded solely as National
Life's current plans, estimates and beliefs. National Life 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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SOURCE National Life Insurance Company