Pacific Life Insurance Company ("Pacific Life") today announced the
determination of the Full Tender Offer Consideration, as shown in the
table below, for its previously announced cash tender offer to purchase
up to $250,000,000 (subject to increase, the "Tender Cap") aggregate
principal amount of Pacific Life's 9.25% Surplus Notes due 2039 (the
"Notes"). Pacific Life also announced that it has increased the Tender
Cap from $250,000,000 to $322,793,000. Except as described in this press
release, all other terms of the offer as described in the Offer
Documents (as defined below) remain unchanged.
On January 2, 2013, Pacific Life commenced the offer to purchase Notes
in accordance with the terms and conditions set forth in the offer to
purchase, dated January 2, 2013 (the "Offer to Purchase") and the
related letter of transmittal (the "Letter of Transmittal" and, together
with the Offer to Purchase, the "Offer Documents"), sent to holders of
Select terms of the offer are described in the table below.
Full Tender Offer Consideration(2)(3)(4)
(1) As of 5:00 p.m., New York City time, on January 15, 2013 (the "Early
Tender Time").(2) Per $1,000 principal amount of Notes accepted
for purchase.(3) Includes the early tender payment of $50 per
$1,000 principal amount of Notes (the "Early Tender Payment").(4)
Based on an Early Settlement Date (as defined below) of January 22, 2013.
As previously announced, as of the Early Tender Time, holders of the
Notes had validly tendered $322,793,000 aggregate principal amount of
Notes. All Notes validly tendered prior to the Early Tender Deadline
will be accepted for purchase.
As set forth in the Offer to Purchase, holders who validly tendered and
did not validly withdraw their Notes at or prior to the Early Tender
Time and whose Notes are accepted for purchase will receive the Full
Tender Offer Consideration, which includes the Early Tender Payment.
Holders who validly tender their Notes after the Early Tender Time and
at or prior to the Expiration Time and whose Notes are accepted for
purchase, if any, will receive the Late Tender Offer Consideration,
which is equal to $1,428.68 per $1,000 principal amount of Notes
accepted for purchase. Holders whose Notes are accepted for purchase
will receive accrued and unpaid interest.
The Withdrawal Deadline for the offer was 5:00 p.m., New York City time,
on January 15, 2013 and has not been extended. The offer will expire at
11:59 p.m., New York City time, on January 30, 2013, unless extended or
earlier terminated by Pacific Life.
The offer is subject to the satisfaction or waiver of certain
conditions, including a financing condition, as specified in the Offer
to Purchase. The offer was also subject to a minimum tender condition,
which has been satisfied.
Pacific Life may, prior to the Expiration Time, elect to accept the
Notes validly tendered at or prior to the Early Tender Time provided
that all conditions to the offer, including the financing condition,
have been satisfied or waived by Pacific Life. Pacific Life may then
settle such Notes at such time or promptly thereafter (such date of
settlement, the "Early Settlement Date"). The "Final Settlement Date" is
the date that Pacific Life settles all Notes accepted for purchase and
not previously settled on the Early Settlement Date, if any. Pacific
Life expects such date to be one business day following the Expiration
Capitalized terms used in this press release and not defined herein have
the meanings given to them in the Offer to Purchase.
Goldman, Sachs & Co., Barclays Capital Inc. and Credit Suisse Securities
(USA) LLC are acting as dealer managers for the offer. For additional
information regarding the terms of the offer, please contact: Goldman,
Sachs & Co. at (800) 828-3182 (toll-free) or (212) 902-5183 (collect),
Barclays Capital Inc. at (800) 438-3242 (toll-free) or (212) 528-7581
(collect) or Credit Suisse Securities (USA) LLC at (800) 820-1653
(toll-free) or (212) 538-2147 (collect). Requests for the Offer
Documents may be directed to Global Bondholder Services, which is acting
as the Depositary and Information Agent for the offer, at 866-795-2200
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN
OFFER OR SOLICITATION TO PURCHASE NOTES. THE OFFER IS BEING MADE SOLELY
PURSUANT TO THE OFFER DOCUMENTS, WHICH SET FORTH THE COMPLETE TERMS OF
THE OFFER THAT HOLDERS OF THE NOTES SHOULD CAREFULLY READ PRIOR TO
MAKING ANY DECISION.
THE OFFER DOCUMENTS DO NOT CONSTITUTE AN OFFER OR SOLICITATION TO
PURCHASE NOTES IN ANY JURISDICTION IN WHICH, OR TO OR FROM ANY PERSON TO
OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION UNDER
APPLICABLE SECURITIES OR BLUE SKY LAWS. IN ANY JURISDICTION IN WHICH THE
SECURITIES, BLUE SKY OR OTHER LAWS REQUIRE THE OFFER TO BE MADE BY A
LICENSED BROKER OR DEALER, THE OFFER WILL BE DEEMED TO BE MADE ON BEHALF
OF PACIFIC LIFE BY ONE OR MORE OF THE DEALER MANAGERS, IF ANY OF THE
DEALER MANAGERS ARE LICENSED BROKERS OR DEALERS UNDER THE LAWS OF SUCH
JURISDICTION, OR BY ONE OR MORE REGISTERED BROKERS OR DEALERS THAT ARE
LICENSED UNDER THE LAWS OF SUCH JURISDICTION.
About Pacific Life
Offering insurance since 1868, Pacific Life provides a wide range of
life insurance products, annuities, and mutual funds, and offers a
variety of investment products and services to individuals, businesses,
and pension plans. Pacific Life and its affiliates count more than half
of the 100 largest U.S. companies as their clients. Client count as of
May 2012 is compiled by Pacific Life using the 2012 FORTUNE 500® list.
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