The Nassau Companies of New York Announces Cash Tender Offers to Purchase Notes due 2032 and 2034
The Nassau Companies of New York (the "Company") announced today the commencement of cash tender offers (the "Tender Offers") for (i) up to an aggregate principal amount of its 7.45% Quarterly Interest Bonds due 2032 and (ii) up to an aggregate principal amount of the 7.15% Surplus Notes due 2034 issued by Nassau Life Insurance Company, a wholly-owned subsidiary of the Company (collectively, the "Notes"), such that the aggregate consideration paid by the Company in respect of each series does not exceed the designated "Maximum Series Tender Cap" as set forth in the table below.
Notes |
CUSIP/ISIN Nos. |
Outstanding Principal Amount |
Maximum Series Tender Cap |
Tender Offer Consideration(1)(2) |
Early Participation Premium(1) |
Total Consideration(1)(2)(3) |
7.45% Quarterly Interest Bonds due 2032 |
71902E208/ US71902E2081 |
$200,871,500(4) |
$75,000,000 |
$19.25 |
$0.75 |
$20.00 |
7.15% Surplus Notes due 2034 |
71909VAA2/ US71909VAA26(5) |
$124,540,000(4) |
$25,000,000 |
$720.00 |
$30.00 |
$750.00 |
|
U71885AA2/ USU71885AA28(5) |
|
|
|
|
|
(1) Per $25 principal amount of 2032 Notes validly tendered (and not validly withdrawn) and accepted for purchase by the Company or per $1,000 principal amount of the 2034 Notes validly tendered (and not validly withdrawn) and accepted for purchase by the Company, as the case may be.
(2) Excludes Accrued Interest, which will be paid by the Company.
(3) Includes the Early Participation Premium for Notes validly tendered prior to the Early Participation Time (and not validly withdrawn) and accepted for purchase by the Company.
(4) Excludes $67,748,770 in aggregate principal amount of 2032 Notes and $2,165,000 in aggregate principal amount of 2034 Notes, respectively, owned by the Company or its affiliates.
(5) Representing beneficial interests in the Rule 144A and Regulation S global notes, respectively
The Tender Offers for the Notes will expire at 11:59 p.m., New York City time, on June 9, 2022, unless extended or earlier terminated by the Company (the "Expiration Time"). Holders of the Notes must validly tender and not validly withdraw their Notes prior to or at 5:00 p.m., New York City time, on May 25, 2022, unless extended or earlier terminated by the Company (the "Early Participation Time"), to be eligible to receive the applicable Total Consideration, as set forth in the table above under the heading "Total Consideration."
Holders of the Notes who validly tender their Notes after the Early Participation Time but prior to or at the Expiration Time will be eligible to receive the applicable Tender Offer Consideration for such Notes, set forth in the table above, which is equal to the applicable Total Consideration minus the Early Participation Premium. All Notes validly tendered and not validly withdrawn prior to or at the Early Participation Time will have priority over Notes validly tendered after the Early Participation Time.
All Notes validly tendered and accepted for purchase pursuant to the Tender Offers will receive the applicable consideration set forth in the table above, plus accrued and unpaid interest on such Notes from, and including, the applicable last interest payment date with respect to those Notes to, but not including, the applicable Settlement Date (as defined below) ("Accrued Interest").
Tendered Notes may be withdrawn from the Tender Offers at or prior to 5:00 p.m., New York City time, on May 25, 2022, unless extended by the Company (such date and time, as it may be extended, the "Withdrawal Deadline"). Holders of Notes who tender their Notes after the Withdrawal Deadline, but prior to the Expiration Time, may not withdraw their tendered Notes unless withdrawal rights are otherwise required by applicable law.
The terms and conditions of the Tender Offers are set forth in an Offer to Purchase dated May 12, 2022 (the "Offer to Purchase"). Holders of the Notes are urged to read carefully the Offer to Purchase before making any decision with respect to the Tender Offers.
Acceptance for tenders of the Notes may be subject to proration if the aggregate consideration to be paid (excluding Accrued Interest) in respect of any series of Notes validly tendered and not validly withdrawn is greater than the applicable Maximum Series Tender Cap. Furthermore, if any Tender Offer is fully subscribed as of the Early Participation Time, unless the applicable Tender Offer is amended, holders who validly tender Notes after the Early Participation Time will not have any of their Notes accepted for purchase in the Tender Offer.
The consummation of the Tender Offers is not conditioned upon any minimum amount of Notes being tendered. However, the Tender Offers are subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase.
Provided that the conditions to the Tender Offers have been satisfied or waived, and assuming acceptance for purchase by the Company of Notes validly tendered pursuant to the Tender Offers, (i) payment for Notes validly tendered at or prior to the Early Participation Time and purchased in the Tender Offers will be made, if applicable, on the early settlement date (the "Early Settlement Date"), which, if applicable, is expected to occur on May 27, 2022, and (ii) payment for Notes validly tendered after the Early Participation Time, but at or prior to the Expiration Time (together with Notes validly tendered at or prior to the Early Participation Time if there is no Early Settlement Date), and purchased in the Tender Offers will be made on the final settlement date (the "Final Settlement Date"), which is expected to occur on June 13, 2022.
The Company reserves the right, but is under no obligation, to increase, decrease or eliminate one or more of the Maximum Series Tender Caps or to otherwise alter the terms of the Tender Offers, subject to compliance with applicable law.
The dealer manager for the Tender Offers is RBC Capital Markets, LLC (the "Dealer Manager"). The information agent for the Tender Offers is D.F. King & Co., Inc. (the "Information Agent" or "Tender Agent"). Any questions regarding the terms of the Tender Offers should be directed to the Dealer Manager at (toll-free) (877) 381-2099 or (212) 618-7843. Any questions regarding procedures for tendering Notes should be directed to the Information Agent at (toll-free) (866) 406-2287 or (for banks and brokers) (212) 269-5550 or 48 Wall Street, New York, NY 10005.
This news release shall not be construed as an offer to purchase or sell or a solicitation of an offer to purchase or sell any of the Notes or any other securities. The Company, subject to applicable law, may amend, extend or terminate any or all of the Tender Offers and may postpone the acceptance for purchase of, and payment for, the Notes so tendered. The Tender Offers are not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of the Company, the Dealer Manager, the Information Agent or the Tender Agent makes any recommendations as to whether holders of the Notes should tender their Notes pursuant to the Tender Offers.
About The Nassau Companies of New York and Nassau Financial Group
The Nassau Companies of New York (formerly The Phoenix Companies, Inc.), a Delaware corporation, and Nassau Life Insurance Company, a New York domiciled insurance company, are each subsidiaries of Nassau Financial Group. Based in Hartford, Conn., Nassau Financial Group is a growth focused and digitally enabled financial services company with three distinct and closely connected businesses: insurance, asset management and reinsurance. For more information, visit www.nfg.com.
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