The Guardian Life Insurance Company of America Announces Expiration of and Results For Previously Announced Private Exchange Offer of Its Outstanding 7.375% Surplus Notes Due 2039
NEW YORK, NY – January 10, 2018 — The Guardian Life Insurance Company of America (“Guardian”) today announced the expiration of and the results for its previously announced offer to exchange (the “Exchange Offer”) for up to $250 million (the “Maximum Exchange Amount”) of Guardian’s 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 Expiration Time of midnight, New York City time, on January 9, 2018 (the “Expiration Time”), according to information provided by D.F. King & Co., Inc., the Information and Exchange Agent for the Exchange Offer, $375,000 aggregate principal amount (or approximately 0.1% of the outstanding principal amount) of the Existing Notes were validly tendered and not validly withdrawn in the Exchange Offer after 5:00 p.m., New York City time, on December 22, 2017 (the “Early Exchange Time”), but at or prior to the Expiration Time. Subject to satisfaction or waiver of the other conditions set forth in the Offering Memorandum and the Letter of Transmittal, settlement of the Exchange Offer is expected to occur on January 10, 2018 (the “Final Settlement Date”).
Holders of Existing Notes participating in the Exchange Offer after the Early Exchange Time, but at or prior to the Expiration 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 the Final Settlement Date.
Guardian expects to accept for exchange all Existing Notes that were validly tendered and not validly withdrawn in the Exchange Offer.
The Exchange Offer was made solely to Eligible Holders upon the terms and subject to the conditions set forth in the confidential offering memorandum, as amended (the “Offering Memorandum”), and the related letter of transmittal (the “Letter of Transmittal”), each dated December 11, 2017.
The Exchange Offer was 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.”
Guardian will treat the issue price of the New 2077 Surplus Notes for U.S. federal income tax purposes as equal to 99.035% of the principal amount of the New 2077 Surplus Notes.
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 Facebook, LinkedIn, Twitter and YouTube.