National Life Insurance Company Announces Important Information For Holders Of 10.50% Surplus Notes Due 2039 Regarding Minimum Denominations For The Previously Announced Private Exchange Offer

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.

SOURCE National Life Insurance Company