Assurant, Inc. (NYSE: AIZ) (“Assurant”), a leading global
provider of housing and lifestyle solutions that support, protect
and connect major consumer purchases, today announced that as of
5:00 p.m., New York City time, on August 28, 2019 (the “Early
Tender Deadline”), $119,939,000 principal amount of its outstanding
6.750% Senior Notes due 2034 (the “Notes”) have been tendered in
its previously-announced cash tender offer (the “Offer”) to
purchase up to $100,000,000 aggregate principal amount (the “Tender
Cap”) of the Notes, as well as the anticipated early settlement
date for the Offer on August 30, 2019 (the “Early Settlement
Date”).
The Offer commenced on August 15, 2019 and will expire at 11:59
p.m., New York City time, on September 12, 2019 (such time and
date, as the same may be extended, the “Expiration Date”). No
tenders will be valid if submitted after the Expiration Date. The
terms and conditions of the Offer are described in the Offer to
Purchase, dated August 15, 2019 (as it may be amended or
supplemented from time to time, the “Offer to Purchase”).
The following table sets forth some of the terms of the
Offer:
Title of Security
CUSIP Number
Principal Amount
Outstanding
Reference U.S. Treasury
Security
Bloomberg Reference
Page(1)
Fixed Spread (basis
points)
Principal Amount
Tendered
Proration Factor(2)
6.750% Senior Notes due 2034
04621XAD0
$375,000,000
2.875% UST due May 15, 2049
FIT1
205 bps
$119,939,000
83.42%
(1) The applicable page on Bloomberg from which the Dealer
Managers (as defined below) referred to below will quote the
bid-side prices of the Reference U.S. Treasury Security. In the
above table, “UST” denotes a U.S. Treasury Security. (2) The
proration factor has been rounded to the nearest hundredth of a
percentage point.
Because the principal amount of Notes validly tendered and not
validly withdrawn at or prior to the Early Tender Deadline exceeded
the Tender Cap, Assurant will accept the Notes for purchase on a
pro rata basis based on the proration factor set forth in the table
above. In addition, Assurant will not accept any Notes tendered
after the Early Tender Deadline.
The deadline to validly withdraw tenders was 5:00 p.m., New York
City time, on August 28, 2019, 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.
The consideration paid in the Offer for Notes that are validly
tendered and not validly withdrawn at or prior to the Early Tender
Deadline and accepted for purchase will be determined in the manner
described in the Offer to Purchase by reference to a fixed spread
over the yield to maturity (the “Reference Yield”) of the Reference
U.S. Treasury Security specified in the table above and in the
Offer to Purchase (the “Total Consideration”), and includes an
early tender premium of $50.00 per $1,000 principal amount of the
Notes accepted for purchase (the “Early Tender Premium”) plus
accrued and unpaid interest up to, but not including, the Early
Settlement Date. The Reference Yield will be determined at 10:00
a.m., New York City time, today, unless extended by Assurant.
Assurant reserves the right, but is under no obligation, to
increase, decrease or eliminate the Tender Cap at any time, subject
to applicable law, which could result in Assurant purchasing a
greater or lesser aggregate principal amount of the Notes, and
Assurant may do so without extending the Early Tender Deadline, the
Withdrawal Deadline or the Expiration Date.
Tenders of Notes will be accepted only in principal amounts
equal to $1,000 or integral multiples thereof. The Offer is not
conditioned on any minimum principal amount of Notes being
tendered. Assurant’s obligation to accept for payment and to pay
for the Notes validly tendered and not validly withdrawn in the
Offer is subject to the satisfaction or waiver of a number of
conditions described in the Offer to Purchase. The Financing
Condition described in the Offer to Purchase was satisfied on
August 22, 2019, upon Assurant’s consummation of an offering of
senior debt securities in an aggregate principal amount of
$350,000,000. Assurant reserves the absolute right, subject to
applicable law, to: (i) waive any or all conditions to the Offer;
(ii) extend, terminate or withdraw the Offer; or (iii) otherwise
amend the Offer in any respect.
None of Assurant or its board of directors, J.P. Morgan
Securities LLC and Wells Fargo Securities, LLC (the “Dealer
Managers”), D.F. King & Co., Inc. (the “Tender and Information
Agent”), or U.S. Bank National Association (as successor to
SunTrust Bank), as trustee under the indenture pursuant to which
the Notes were issued, is making any recommendation as to whether
Holders should tender any Notes in the Offer. Holders must make
their own decision as to whether to tender any of their Notes, and,
if so, the principal amount of Notes to tender. You should consult
your own tax, accounting, financial and legal advisers as you deem
appropriate regarding the suitability of the tax, accounting,
financial and legal consequences of participating or declining to
participate in the Offer.
Information Relating to the Offer
Assurant has retained J.P. Morgan Securities LLC and Wells Fargo
Securities, LLC as Dealer Managers. D.F. King & Co., Inc. is
the Tender and Information Agent. For additional information
regarding the terms of the tender offer, please contact J.P. Morgan
Securities LLC at (866) 834-4666 (toll-free) or (212) 834-3424
(collect) or Wells Fargo Securities, LLC at (866) 309-6316
(toll-free) or (704) 410-4756 (collect). Requests for documents and
questions regarding the tendering of securities may be directed to
D.F. King & Co., Inc. by telephone at (212) 269-5550 (for banks
and brokers only), (877) 864-5060 (for all others toll-free) or by
email at aiz@dfking.com or to the Dealer Managers at the above
telephone numbers.
This press release does not constitute an offer or an invitation
by Assurant to participate in the Offer in any jurisdiction in
which it is unlawful to make such an offer or solicitation. The
Offer is being made only pursuant to the Offer to Purchase, and the
information in this press release is qualified by reference to such
Offer to Purchase. This press release is not an offer to purchase
any other securities of Assurant, including the new debt
securities.
About Assurant
Assurant is a leading global provider of housing and lifestyle
solutions that support, protect and connect major consumer
purchases. Anticipating the evolving needs of consumers, Assurant
partners with the world’s leading brands to develop innovative
products and services and to deliver an enhanced customer
experience. A Fortune 500 company with a presence in 21 countries,
Assurant offers mobile device solutions; extended service
contracts; vehicle protection services; pre-funded funeral
insurance; renters insurance and lender-placed homeowners
insurance. The Assurant Foundation strengthens communities by
supporting charitable partners that help protect where people live
and can thrive, connect with local resources, inspire inclusion and
prepare leaders of the future.
Cautionary Statement
Some of the statements included in this press release may
constitute forward-looking statements within the meaning of the
U.S. Private Securities Litigation Reform Act of 1995. Any
forward-looking statements contained in this press release 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 our future plans, estimates or expectations 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 in
this press release, whether as a result of new information, future
events or other developments. For a detailed discussion of the
factors that could affect the company’s results, please refer to
the factors identified in the reports we file with the U.S.
Securities and Exchange Commission (the “SEC”), including but not
limited to the risk factors identified in our most recent Annual
Report on Form 10-K, as filed with the SEC.
# # #
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version on businesswire.com: https://www.businesswire.com/news/home/20190829005378/en/
Media: Linda Recupero Senior Vice President, Enterprise
Communication 212.859.7005 linda.recupero@assurant.com
Investor Relations: Suzanne Shepherd Senior Vice
President, Investor Relations 212.859.7062
suzanne.shepherd@assurant.com
Sean Moshier Director, Investor Relations 212.859.5831
sean.moshier@assurant.com
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