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

NEW YORK, NY – December 22, 2017 – The Guardian Life Insurance Company of America^® (“Guardian”) today announced the pricing terms, determined as of 11:00 a.m., New York City time today, of its private offer to exchange (the “Exchange Offer”) 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.

The Existing Surplus 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”).

The Total Exchange Consideration to be received in the Exchange Offer for each $1,000 principal amount of Existing Surplus Notes validly tendered and not validly withdrawn prior to 5:00 p.m. New York City time on December 22, 2017 (“Early Exchange Time”) is set forth in the table below.  The Total Exchange Consideration includes an early exchange payment as set forth in the table below per $1,000 principal amount of Existing Surplus Notes (“Early Exchange Payment”) validly tendered and not validly withdrawn prior to the Early Exchange Time. Holders of Existing Surplus Notes who validly tender Existing Surplus Notes after the Early Exchange Time and whose Existing Surplus Notes are accepted in the Exchange Offer will receive the Total Exchange Consideration less the Early Exchange Payment (“Exchange Consideration”). 

Each holder whose Existing Surplus Notes are accepted for exchange by us will receive a cash payment representing interest, if any, that has accrued from the most recent interest payment date in respect of the Existing Surplus Notes up to but not including the relevant settlement date. 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, in the case of the New 2077 Surplus Notes issued on the Early Settlement Date, 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 (as defined below).

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.