SPRINGFIELD, Mass.,
Oct. 9, 2019 /PRNewswire/ --
Massachusetts Mutual Life Insurance Company ("MassMutual") today
announced the results of its previously announced four separate
exchange offers (each an "Exchange Offer" and, collectively, the
"Exchange Offers") for any and all of its outstanding 5⅝% Surplus
Notes due 2033 (the "2033 Surplus Notes"), 8⅞% Surplus Notes due
2039 (the "2039 Surplus Notes"), 5⅜% Surplus Notes due 2041 (the
"2041 Surplus Notes") and 4½% Surplus Notes due 2065 (the "2065
Surplus Notes" and, together with the 2033 Surplus Notes, the 2039
Surplus Notes and the 2041 Surplus Notes, the "Tendered Surplus
Notes") held by Eligible Holders (as defined below). The Tendered
Surplus Notes are being exchanged for consideration consisting of
MassMutual's 3.729% Surplus Notes due 2070 (the "New Surplus
Notes") and, if applicable, cash equal to the applicable Exchange
Consideration (as defined in the Offering Memorandum (as defined
below)).
As of the expiration time of 5:00
p.m., New York City time,
on October 8, 2019 (the "Expiration
Time"), according to information provided by D.F. King & Co.,
Inc., the information and exchange agent for the Exchange Offers,
$56,816,000 aggregate principal
amount of the 2033 Surplus Notes (or approximately 22.73% of the
outstanding principal amount of the 2033 Surplus Notes),
$180,403,000 aggregate principal
amount of the 2039 Surplus Notes (or approximately 58.19% of the
outstanding principal amount of the 2039 Surplus Notes),
$136,276,000 aggregate principal
amount of the 2041 Surplus Notes (exclusive of $5,352,000 aggregate principal amount of the 2041
Surplus Notes expected to be tendered pursuant to the guaranteed
delivery procedures set forth in the Offering Memorandum) (or
approximately 34.07% of the outstanding principal amount of the
2041 Surplus Notes) and $241,788,000
aggregate principal amount of the 2065 Surplus Notes (exclusive of
$157,000 aggregate principal amount
of the 2065 Surplus Notes expected to be tendered pursuant to the
guaranteed delivery procedures set forth in the Offering
Memorandum) (or approximately 48.36% of the outstanding principal
amount of the 2065 Surplus Notes) was validly tendered and not
validly withdrawn in the Exchange Offers (including Tendered
Surplus Notes expected to be tendered pursuant to the guaranteed
delivery procedures set forth in the Offering Memorandum).
MassMutual expects to accept for exchange on the Settlement Date
(as defined below) all of the Tendered Surplus Notes that were
validly tendered and not validly withdrawn in the Exchange Offers
as described above (including Tendered Surplus Notes expected to be
tendered pursuant to the guaranteed delivery procedures set forth
in the Offering Memorandum).
The settlement date will be promptly following the Expiration
Time and is expected to be October 11,
2019 (the "Settlement Date"). Tendered Surplus Notes validly
tendered pursuant to the guaranteed delivery procedures set forth
in the Exchange Offer Materials and accepted for exchange by
MassMutual in any Exchange Offer are expected to settle on the
Settlement Date.
Based on the aggregate principal amount of Tendered Surplus
Notes validly tendered and not validly withdrawn in the Exchange
Offers, and the applicable Exchange Consideration for each series
of Tendered Surplus Notes, MassMutual expects to issue up to
$837,977,000 aggregate principal
amount of New Surplus Notes and pay approximately $39,146,437 in cash in exchange for such Tendered
Surplus Notes on the Settlement Date (plus accrued and unpaid
interest in respect of such Tendered Surplus Notes to but excluding
the Settlement Date). As a result, the condition to the Exchange
Offers that at least $300,000,000
aggregate principal amount of New Surplus Notes be validly issued
in connection with the Exchange Offers is expected to be met.
The Exchange Offers were made solely to Eligible Holders upon
the terms and subject to the conditions set forth in the
confidential offering memorandum (as it may be amended or
supplemented from time to time, the "Offering Memorandum"), and the
related notice of guaranteed delivery (as it may be amended or
supplemented from time to time, the "Notice of Guaranteed
Delivery", and collectively with the Offering Memorandum, the
"Exchange Offer Materials"), each dated October 2, 2019.
The Exchange Offers were made, and the New Surplus Notes will be
offered and issued, only (i) in the
United States, to holders of Tendered Surplus Notes who are
"qualified institutional buyers," as defined in Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), (ii) to
a limited number of institutional "accredited investors" within the
meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities
Act, and (iii) outside the United
States, to holders of Tendered Surplus Notes who are not
"U.S. persons," as defined in Rule 902 under the Securities Act in
reliance on Regulation S under the Securities Act. MassMutual
refers to the holders of Tendered Surplus Notes who have certified
that they are eligible to participate in any of the Exchange Offers
pursuant to at least one of the foregoing conditions as "Eligible
Holders."
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 Offers were made and the New Surplus
Notes were offered only to Eligible Holders. The New Surplus Notes
have not been registered under the Securities Act or under any
state or foreign 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 Offers are
subject to the terms and conditions set forth in the Exchange Offer
Materials.
Forward-Looking Statements
This press release may contain "forward-looking statements."
Forward-looking statements are those not based on historical
information, but rather, relate to future operations, strategies,
financial results or other developments, and contain terms such as
"may," "expects," "should," "believes," "anticipates," "intends,"
"estimates," "projects," "goals," "objectives" or similar
expressions. Forward-looking statements are based upon estimates
and assumptions. These statements may change due to business
uncertainties, economic uncertainties, competitive uncertainties,
and other factors, many of which are beyond MassMutual's control.
Additionally, MassMutual's business decisions are also subject to
change. MassMutual does not publicly update or revise any
forward-looking statements as a result of new information, future
developments or otherwise except as may be required by law.
Forward-looking statements are not guarantees of future performance
and involve risks and uncertainties and actual results may differ
materially from those in the forward-looking statements as a result
of various factors.
About MassMutual
MassMutual is a leading mutual life insurance company that is
run for the benefit of its members and participating policyowners.
MassMutual offers a wide range of financial products and services,
including life insurance, disability income insurance, long term
care insurance, annuities, retirement plans and other employee
benefits. For more information, visit www.MassMutual.com.
Contact: Tom Long, 212-269-5550,
tlong@dfking.com
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SOURCE MassMutual