News Column

Mutual of Omaha Insurance Company Announces Offer to Purchase Up to $300,000,000 Principal Amount of Outstanding Surplus Notes

June 27, 2014

OMAHA, Neb.--(BUSINESS WIRE)-- Mutual of Omaha Insurance Company (“Mutual of Omaha”) announced today that it has commenced tender offers (the “Tender Offers”) to purchase for cash its outstanding 6.80% Surplus Notes due 2036 (the “First Priority Notes”) and its outstanding 6.95% Surplus Notes due 2040 (the “Second Priority Notes” and, together with the First Priority Notes, the “Notes,” and each a “series” of Notes) in an aggregate principal amount of up to $300 million (the “Tender Cap”).

The terms and conditions of the Tender Offers are described in the offer to purchase dated June 27, 2014 (the “Offer to Purchase”) and the related letter of transmittal (together with the Offer to Purchase, the “Offer Documents”).

The Tender Offers are also subject to the satisfaction or waiver of certain conditions specified in the Offer to Purchase, including the minimum tender, financing and regulatory approval conditions. Mutual of Omaha reserves the right to extend, terminate, withdraw or amend the Tender Offers at any time subject to applicable law.

The table below summarizes certain terms of the Tender Offers:

                Hypothetical
EarlyFull Tender
AcceptancePrincipalBloombergTenderFixedOffer
CUSIPPriorityAmountReferenceReferencePaymentSpreadConsideration
Title of Notes   Numbers  

Level (1)

  Outstanding   Security   Page  

(2)

 

(bps) (2)(3)

 

(2)(3)(4)

 
6.80% Surplus Notes due

2036 (the “First Priority

628312 AA8 1 $296,880,000 3.625% due PX1 $50.00 +125 $1,303.46

Notes”)

U62088 AA4 February
15, 2044
6.95% Surplus Notes due

2040 (the “Second Priority

628312 AB6 2 $300,000,000 3.625% due PX1 $50.00 +130 $1,348.56

Notes”)

U62088 AB2 February
  628312 AC4 15, 2044
 
(1)   Notwithstanding Acceptance Priority Levels, any Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time will be accepted for purchase in priority to all Notes validly tendered after the Early Tender Time and at or prior to the Expiration Time.
(2) Per $1,000 principal amount of Notes accepted for purchase. Mutual of Omaha will also pay accrued and unpaid interest to, but not including, the Settlement Date (defined below).
(3) Includes the Early Tender Payment.
(4) The Hypothetical Full Tender Offer Consideration per $1,000 principal amount of Notes is based on the yield to maturity of the Reference Security as of 2:00 p.m. on June 26, 2014 (calculated in accordance with standard market practice). The actual Full Tender Offer Consideration, calculated as set forth below, may vary.
 


The Tender Offers will expire at 11:59 p.m., New York City time, on July 25, 2014, unless extended or earlier terminated by Mutual of Omaha (such date and time with respect to a Tender Offer, as the same may be extended or earlier terminated, the “Expiration Time”). Holders of the Notes must validly tender and not validly withdraw their Notes at or prior to 5:00 p.m., New York City time, on July 11, 2014, unless extended by Mutual of Omaha (such date and time with respect to a Tender Offer, as the same may be extended, the “Early Tender Time”) in order to be eligible to receive the Full Tender Offer Consideration, which includes the Early Tender Payment. Notes validly tendered may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on July 11, 2014, unless extended by Mutual of Omaha, but not thereafter.

The principal amount of the Notes purchased in the Tender Offers on any Settlement Date will be based on the Acceptance Priority Level set forth in the table above, and subject to the aggregate principal amount of the Notes accepted for purchase not exceeding the Tender Cap. If the aggregate principal amount of the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time exceeds the Tender Cap, then Mutual of Omaha will accept for purchase on the Early Settlement Date (defined below) (i) first, all of the First Priority Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time and (ii) thereafter, the Second Priority Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time on a prorated basis in an amount such that the principal amount of Second Priority Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time, when taken together with the principal amount of First Priority Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time and accepted for purchase, will not exceed the Tender Cap. Mutual of Omaha will not accept any Notes for purchase on the Final Settlement Date (defined below) if the aggregate principal amount of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time meets or exceeds the Tender Cap. If the aggregate principal amount of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time and accepted for purchase, does not meet or exceed the Tender Cap, then Mutual of Omaha will accept for purchase on the Final Settlement Date (i) first, the First Priority Notes validly tendered after the Early Tender Time and at or prior to the Expiration Time on a prorated basis and (ii) thereafter, the Second Priority Notes validly tendered after the Early Tender Time and at or prior to the Expiration Time on a prorated basis, in each case in an amount such that the aggregate principal amount of Notes validly tendered after the Early Tender Time and at or prior to the Expiration Time and accepted for purchase, when taken together with the aggregate principal amount of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time and accepted for purchase, will not exceed the Tender Cap. Mutual of Omaha will not accept any Second Priority Notes for purchase pursuant to the Tender Offers while any First Priority Notes remain validly tendered, and not validly withdrawn, and not purchased; provided, however, that any Second Priority Notes that are validly tendered and not validly withdrawn at or prior to the Early Tender Time will be accepted for purchase in priority to any First Priority Notes validly tendered after the Early Tender Time and at or prior to the Expiration Time.

Holders that validly tender and do not validly withdraw their Notes at or prior to the Early Tender Time will be eligible to receive the applicable Full Tender Offer Consideration, payable on the Early Settlement Date. Holders that validly tender their Notes after the Early Tender Time and at or prior to the Expiration Time will only be eligible to receive the applicable Tender Offer Consideration, which is equal to the applicable Full Tender Offer Consideration minus the Early Tender Payment, payable on the Final Settlement Date.

In addition, Mutual of Omaha will pay accrued and unpaid interest up to, but excluding, the Settlement Date on all validly tendered Notes accepted for purchase in the Tender Offers. The early settlement date (the “Early Settlement Date”) for the Tender Offers is currently expected to be July 17, 2014, the fourth business day after the Early Tender Time, and the final settlement date (the “Final Settlement Date,” and each of the Early Settlement Date and the Final Settlement Date a “Settlement Date”) for Notes validly tendered after the Early Tender Time and accepted for purchase is currently is expected to be July 28, 2014, the first business day after the Expiration Time.

Mutual of Omaha has retained Goldman, Sachs & Co. and J.P. Morgan Securities LLC as the Dealer Managers for the Tender Offers. D.F. King & Co., Inc. has been retained to serve as the Tender Agent and Information Agent for the Tender Offers.

For additional information regarding the terms of the Tender Offers, please contact: Goldman, Sachs & Co. (800) 828-3182 (toll free) or (212) 902-5183 (collect) or J.P. Morgan Securities LLC at (866) 834-4666 (toll free) or (212) 834-4811 (collect). Requests for documents and questions regarding the tendering of Notes may be directed to D.F. King & Co., Inc., at(800) 967-5079.

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER OR SOLICITATION TO PURCHASE NOTES. THE TENDER OFFERS ARE BEING MADE SOLELY PURSUANT TO THE OFFER DOCUMENTS, WHICH SET FORTH THE COMPLETE TERMS OF THE TENDER OFFERS THAT HOLDERS OF THE NOTES SHOULD CAREFULLY READ PRIOR TO MAKING ANY DECISION.

THE OFFER DOCUMENTS DO NOT CONSTITUTE AN OFFER OR SOLICITATION TO PURCHASE NOTES IN ANY JURISDICTION IN WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION UNDER APPLICABLE SECURITIES OR BLUE SKY LAWS. IN ANY JURISDICTION IN WHICH THE SECURITIES, BLUE SKY OR OTHER LAWS REQUIRE THE OFFER TO BE MADE BY A LICENSED BROKER OR DEALER, THE OFFER WILL BE DEEMED TO BE MADE ON BEHALF OF MUTUAL OF OMAHA BY ONE OR MORE OF THE DEALER MANAGERS, IF ANY OF THE DEALER MANAGERS ARE LICENSED BROKERS OR DEALERS UNDER THE LAWS OF SUCH JURISDICTION, OR BY ONE OR MORE REGISTERED BROKERS OR DEALERS THAT ARE LICENSED UNDER THE LAWS OF SUCH JURISDICTION.

Mutual of Omaha is a full-service, multi-line organization providing insurance, banking and financial products for individuals, businesses and groups throughout the United States.



Mutual of Omaha

Jim Nolan, 402-351-2944

Source: Mutual of Omaha


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