NEW YORK--(BUSINESS WIRE)--Teachers Insurance and Annuity Association of America (“TIAA”) announced today the exercise of its early settlement right for its previously announced cash tender offer (the “Tender Offer”) for up to $750 million aggregate principal amount of its 6.850% Surplus Notes due 2039 (the “Notes”). As previously announced, TIAA has amended the Tender Offer to increase the Maximum Tender Amount from $750 million to $950 million (as amended, the “Maximum Tender Amount”).
As previously announced, $1,038,470,000 aggregate principal amount of Notes were validly tendered and not validly withdrawn as of the early tender deadline, which was 5:00 p.m., New York City time, on May 2, 2017. The Maximum Tender Amount of such tendered Notes was accepted for payment, subject to the proration procedures set forth in the Offer to Purchase (as defined below), and settlement will be May 9, 2017.
Holders of the $950 million aggregate principal amount of Notes that have been accepted for purchase will receive the Total Consideration (as defined in the Offer to Purchase described below), which amounts to a total of $1,392.52 per $1,000 principal amount of the Notes, plus accrued and unpaid interest.
The Tender Offer is being made by TIAA upon the terms and subject to the conditions set forth in its Offer to Purchase, dated April 19, 2017 (the “Offer to Purchase”), which sets forth a complete description of the terms of the Tender Offer. The Tender Offer will expire at 12:00 midnight, New York City time, at the end of May 16, 2017 (the “Expiration Time”), unless extended upon the terms and subject to the conditions set forth in the Offer to Purchase.
The obligation of TIAA to pay for Notes validly tendered, not validly withdrawn and accepted for purchase pursuant to the Tender Offer is conditioned upon the satisfaction or waiver of the conditions described in the Offer to Purchase under the heading “Terms of the Tender Offer—Conditions to the Tender Offer.” TIAA reserves the right, in its sole discretion, to waive any and all conditions of the Tender Offer described in the Offer to Purchase on or prior to the Expiration Time.
This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation, or sale would be unlawful. The Tender Offer is being made solely pursuant to the terms and conditions set forth in the Offer to Purchase.
Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are serving as Joint Lead Dealer Managers for the Tender Offer. Questions regarding the Tender Offer may be directed to Citigroup Global Markets Inc. at (800) 558-3745 (toll free) or (212) 723-6106 (collect) and to J.P. Morgan Securities LLC at (866) 834-4666 (toll free) or (212) 834-8553 (collect). Requests for the Offer to Purchase may be directed to Global Bondholder Services Corporation, which is acting as Tender Agent and Information Agent for the Tender Offer, at the following telephone numbers: banks and brokers, (212) 430-3774; all others toll free at (866) 470-3700 or email at email@example.com.
Cautionary Statement Regarding Forward-Looking Information
This press release contains forward-looking statements. Such statements include statements regarding the belief or current expectations of TIAA concerning its future financial condition and results of operations. Holders of Notes are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those in the forward-looking statements as a result of various factors. The information in the Offer to Purchase identifies important factors that could cause such differences.
TIAA is the leading provider of financial services in the academic, research, medical, cultural and government fields. TIAA has $938 billion in assets under management (as of 03/31/2017, and based on assets under management across Nuveen Investments affiliates and TIAA investment management teams) and offers a wide range of financial solutions, including investing, banking, advice and education, and retirement services.