GUARDIAN LIFE NEWS
PRESS RELEASE

The Guardian Life Insurance Company Of America Announces Launch Of Private Exchange Offer For Up To $200 Million Of Its Outstanding 7.375% Surplus Notes Due 2039

NEW YORK, NY – December 11, 2017 – The Guardian Life Insurance Company of America® (“Guardian”) today announced that it has commenced an offer to exchange (the “Exchange Offer”) for up to $200 million (as such amount may be increased, the “Maximum Exchange Amount”) of Guardian’s outstanding 7.375% Surplus Notes due 2039 (the “Existing Surplus Notes”) held by Eligible Holders, as defined below, for Guardian’s 4.850% Surplus Notes due 2077 (the “New 2077 Surplus Notes”).

Surplus Notes
to be Exchanged

 

CUSIP Nos.

 

Outstanding
Principal
Amount

 

7.375% Surplus Notes
 due 2039

401378AA2; U38368AA1

$400,000,000

 

 

The New 2077 Surplus Notes being offered in the Exchange Offer will be a further issuance of, and will be in addition to, the 4.850% Surplus Notes due 2077 which Guardian issued for cash on January 24, 2017 in the aggregate principal amount of $350,000,000 (the “Original 2077 Surplus Notes”).

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”), each dated December 11, 2017.

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 (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.”

Upon the terms and subject to the conditions of the Exchange Offer, Eligible Holders that validly tender, and do not validly withdraw, their Existing Surplus Notes at or prior to 5:00 p.m., New York City Time, on December 22, 2017 (the “Early Exchange Time”), will receive the Total Exchange Consideration for each $1,000 principal amount of Existing Surplus Notes as determined in accordance with the formula set forth in Annex A to the Offering Memorandum (the “Adjusted New 2077 Surplus Notes Value”).  The Total Exchange Consideration includes an early exchange payment of $30 principal amount of New 2077 Surplus Notes per $1,000 principal amount of 2039 Surplus Notes tendered and accepted for exchange (the “Early Exchange Payment”).

Upon the terms and subject to the conditions of the Exchange Offer, Eligible Holders that validly tender their Existing Surplus Notes after the Early Exchange Time but at or prior to midnight, New York City time, on January 9, 2018, unless extended or earlier terminated by Guardian (the “Expiration Time”), will receive the Exchange Consideration for each $1,000 principal amount of Existing Surplus Notes as determined in accordance with the formula set forth in Annex A to the Offering Memorandum.  The Exchange Consideration does not include the Early Exchange Payment.

In addition, holders of Existing Surplus Notes validly tendered (and not validly withdrawn) in the Exchange Offer will receive on the relevant settlement date accrued and unpaid interest to, but not including, the relevant settlement date in cash on all such Existing Surplus Notes validly tendered and accepted for exchange.

Interest on the New 2077 Surplus Notes will accrue from July 24, 2017. Holders will not be entitled to interest accrued on the New 2077 Surplus Notes up to but not including the “Early Settlement Date,” which is expected to be December 27, 2017, or the “Final Settlement Date,” which is expected to be January 10, 2018, as the case may be, although the first interest payment following each settlement date will include the interest accrued during such period. Interest payable on the New 2077 Surplus Notes up to but not including the Early Settlement Date or the Final Settlement Date, as the case may be, will be included in the Adjusted New 2077 Surplus Notes Value.

If the aggregate principal amount of Existing Surplus Notes that are validly tendered at or prior to the Expiration Time exceeds the Maximum Exchange Amount, then only an aggregate principal amount of Existing Surplus Notes validly tendered equal to the Maximum Exchange Amount will be accepted for exchange.  Existing Surplus Notes validly tendered at or prior to the Early Exchange Time will be accepted for exchange on a pro rata basis. As such, all Existing Surplus Notes that are tendered for exchange in the Exchange Offer at or prior to the Early Exchange Time will have priority over Existing Surplus Notes that are tendered for exchange after the Early Exchange Time.  If the aggregate principal amount of Existing Surplus Notes validly tendered at or prior to the Early Exchange Time is equal to or in excess of the Maximum Exchange Amount, then we will not accept any Existing Surplus Notes tendered for exchange after the Early Exchange Time. Existing Surplus Notes validly tendered after the Early Exchange Time and accepted for exchange (if any) will be exchanged on a pro rata basis.

Tenders of Existing Surplus Notes may be withdrawn at or prior to 5:00 p.m., New York City time, on December 22, 2017.

Consummation of the Exchange Offer is conditioned upon the satisfaction or waiver of the conditions set forth in the Offering Memorandum and the Letter of Transmittal. In addition, the Exchange Offer may be terminated or withdrawn at any time, in Guardian’s sole and absolute discretion, subject to compliance with applicable law.

The complete terms and conditions of the Exchange Offer are described in the Offering Memorandum and Letter of Transmittal, 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) 207-2872 (toll-free) or (212) 269-5550 (Banks and Brokers) or by visiting www.dfking.com/gli to complete the eligibility process.  Holders of Existing Surplus Notes that are not Eligible Holders will not be able to receive such documents.

About Guardian

The Guardian Life Insurance Company of America® (Guardian) is one of the largest mutual life insurers, with $7.4 billion in capital and $1.5 billion in operating income (before taxes and dividends to policyholders) in 2016. Founded in 1860, the company has paid dividends to policyholders every year since 1868. Its offerings range from life insurance, disability income insurance, annuities, and investments to dental and vision insurance and employee benefits. The company has approximately 9,000 employees and a network of over 2,750 financial representatives in 55 agencies nationwide. For more information about Guardian, please follow Guardian on FacebookLinkedInTwitter and YouTube.

Financial information concerning The Guardian Life Insurance Company of America® as of December 31, 2016 on a statutory basis: Admitted Assets = $51.9 Billion; Liabilities = $45.7 Billion (including $39.4 Billion of Reserves); and Surplus = $6.2 Billion. 

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 2077 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 2077 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 Offering Memorandum and the Letter of Transmittal.  The Exchange Offer is subject to the terms and conditions set forth in the Offering Memorandum and the Letter of Transmittal.

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 Guardian’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 Guardian’s control or are subject to change, actual results could be materially different and Guardian’s results of operations, its financial condition and its liquidity could be adversely affected. Consequently, such forward-looking statements should be regarded solely as Guardian’s current plans, estimates and beliefs. Guardian 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.