NEW YORK, NY – December 26, 2017 – The Guardian Life Insurance Company of America® (“Guardian”) today announced the early exchange results for its previously announced offer to exchange (the “Exchange Offer”) for up to $200 million, which has been increased to $250 million (the “Maximum Exchange Amount”) of Guardian outstanding 7.375% Surplus Notes due 2039 (the “Existing Notes”) held by Eligible Holders (as defined below). The Existing Notes are being exchanged for 4.850% Surplus Notes due 2077 (the “New 2077 Surplus Notes”). 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”).
As of the previously announced Early Exchange Time of 5:00 p.m., New York City time, on December 22, 2017, according to information provided by D.F. King & Co., Inc., the Information and Exchange Agent for the Exchange Offer, $166,543,000 aggregate principal amount (or approximately 41.6% of the outstanding principal amount) of the Existing Notes had been validly tendered and not validly withdrawn in the Exchange Offer. Because the amount of Existing Notes validly tendered (and not validly withdrawn) on or before the Early Exchange Time was less than the Maximum Exchange Amount, we will accept such Existing Notes tendered (and not validly withdrawn) on or prior to the Early Exchange Time without proration. Guardian also announced that the Total Exchange Consideration (as defined in the Offering Memorandum), which includes the Early Exchange Payment (as defined in the Offering Memorandum) of $30 per $1,000 principal amount of Existing Notes, will be paid to holders of Existing Notes validly tendered after the Early Exchange Time and prior to the Expiration Time (as defined below) and accepted by Guardian for exchange, which will result in a payment on the Final Settlement Date (which we expect to occur on January 10, 2018) of $1,372.16 per $1,000 principal amount of Existing Notes. Such payment is determined by dividing the Total Exchange Consideration of $1,487.81, by the Adjusted New 2077 Surplus Notes Value, which is equal to the New 2077 Surplus Notes Value of $1,061.92, plus accrued and unpaid interest to but not including the Final Settlement Date, multiplied by $1,000. If the acceptance of all Existing Notes validly tendered after the Early Exchange Time would cause the Maximum Exchange Amount to be exceeded, then such Existing Notes tendered after the Early Exchange Time will be subject to proration.
Holders of Existing Notes accepted in the Exchange Offer as of the Early Exchange Time will also receive an interest cash payment for each $1,000 principal amount of Existing Notes exchanged, representing interest, if any, that has accrued from the most recent interest payment date in respect of the Existing Notes up to, but not including December 27, 2017 (the “Early Settlement Date”).
The Exchange Offer remains open and is scheduled to expire at midnight, New York City time, on January 9, 2018, unless extended or earlier terminated by Guardian (the “Expiration Time”). Existing Notes that have been tendered or that may be tendered prior to the Expiration Time may not be withdrawn. The deadline for withdrawing tenders of Existing Notes was 5:00 p.m., New York City time, on December 22, 2017; as such, the Existing Notes may no longer be withdrawn.
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 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 Notes who are not “U.S. persons,” as defined in Rule 902 under the Securities Act. We refer to the holders of Existing 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.”
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 Notes that are not Eligible Holders will not be able to receive such documents, but Guardian will make alternative arrangements available to ensure that they can participate, subject to applicable law.
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.