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.”
If the aggregate principal amount of Existing Surplus Notes that are validly tendered 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 before 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 before 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 before 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.
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 In addition, the Exchange Offer may be terminated or withdrawn at any time, in Guardian’s sole and absolute discretion, subject to compliance with applicable law.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.
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.
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.
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 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.