Massachusetts Mutual Life Insurance Company Announces Launch of Private Exchange Offers for Any and All of Its Outstanding 5⅝% Surplus Notes due 2033, 8⅞% Surplus Notes due 2039, 5⅜% Surplus Notes due 2041 and 4½% Surplus Notes due 2065

SPRINGFIELD, Mass.--()--Massachusetts Mutual Life Insurance Company (“MassMutual”) today announced that it has commenced four separate exchange offers (each an “Exchange Offer” and, collectively, the “Exchange Offers”) pursuant to which it is offering to exchange any and all of its outstanding 5⅝% Surplus Notes due 2033 (the “2033 Surplus Notes”), 8⅞% Surplus Notes due 2039 (the “2039 Surplus Notes”), 5⅜% Surplus Notes due 2041 (the “2041 Surplus Notes”) and 4½% Surplus Notes due 2065 (the “2065 Surplus Notes” and, together with the 2033 Surplus Notes, the 2039 Surplus Notes and the 2041 Surplus Notes, the “Tendered Surplus Notes”) held by Eligible Holders (as defined below) for the applicable Exchange Consideration (as defined below). The New Surplus Notes due 2070 (the “New Surplus Notes”) will be offered in exchange for the Tendered Surplus Notes.

Tendered
Surplus Notes

Rule 144A CUSIP
Nos. / ISIN Nos.

 

 

Regulation S
CUSIP Nos. /
ISIN Nos.

Outstanding
Principal
Amount

 

Reference
U.S.
Treasury
Security

 

 

 

Bloomberg
Reference Page

 

 

 

Fixed Spread
(basis points)

Composition of Hypothetical
Exchange Consideration (1) (2) (3)

 

 

 

 

 

 

 

Hypothetical
New Surplus Notes Amount

 

Cash
Amount

5⅝% Surplus
Notes due 2033

575767AE8 /
US575767AE81

U57576AB3 /
USU57576AB38

$250,000,000

2.875% due
May 15, 2049

FIT 1

+70

$1,319.02(4)

 

$0(4)

 

8⅞% Surplus
Notes due 2039

575767AG3 /
US575767AG30

U57576AC1 /
USU57576AC11

$310,000,000

2.875% due
May 15, 2049

FIT 1

+115

$1,607.17(4)

 

$207.00 (4)

 

5⅜% Surplus
Notes due 2041

575767AJ7 /
US575767AJ78

U57576AD9 /
USU57576AD93

$400,000,000

2.875% due
May 15, 2049

FIT 1

+115

$1,335.63

 

$0

 

4½% Surplus
Notes due 2065

575767AK4 /
US575767AK42

U57576AE7 /
USU57576AE76

$500,000,000

2.875% due
May 15, 2049

FIT 1

+160

$1,178.19

 

$0

_____________________________________________________________

  1. The hypothetical Exchange Consideration is based on the fixed spread for the applicable series of Tendered Surplus Notes plus the yield of the applicable Reference U.S. Treasury Security for that series as of 2:00 p.m. New York City time on October 1, 2019. The information provided in the above table is for illustrative purposes only. MassMutual makes no representation with respect to the actual consideration that may be paid, and such amounts may be greater or less than those shown in the above table depending on the yield of the applicable Reference U.S. Treasury Security as of 2:00 p.m. New York City time on October 8, 2019 (such date and time, as the same may be extended, the “Price Determination Time”). The actual Exchange Consideration for each series of Tendered Surplus Notes will be based on the fixed spread for the applicable series of Tendered Surplus Notes plus the yield of the applicable Reference U.S. Treasury Security for that series at the Price Determination Time. See Annex B of the Offering Memorandum (as defined below) for details regarding the calculation of the hypothetical Exchange Consideration for each series of Tendered Surplus Notes tendered at or prior to the Expiration Time (as defined below).
  2. Per $1,000 principal amount of the applicable series of Tendered Surplus Notes validly tendered and not validly withdrawn at or prior to the Expiration Time or in connection with the guaranteed delivery procedures set forth in the Offering Memorandum and the Notice of Guaranteed Delivery and accepted for exchange.
  3. The amounts shown in this table do not include accrued and unpaid interest on the Tendered Surplus Notes. MassMutual will also pay accrued and unpaid interest in cash on the Tendered Surplus Notes validly tendered and accepted for exchange up to, but not including, the Settlement Date (as defined below).
  4. Subject to the Accounting Treatment Cash Adjustment (as defined in the Offering Memorandum).

The Exchange Offers are being made solely to Eligible Holders upon the terms and subject to the conditions set forth in the confidential offering memorandum (as it may be amended or supplemented from time to time, the “Offering Memorandum”), and the related notice of guaranteed delivery (as it may be amended or supplemented from time to time, the “Notice of Guaranteed Delivery”, and collectively with the Offering Memorandum, the “Exchange Offer Materials”), each dated October 2, 2019.

The Exchange Offers are being made, and the New Surplus Notes are being offered and issued, only (i) in the United States, to holders of Tendered Surplus Notes who are “qualified institutional buyers,” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), (ii) to a limited number of institutional “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act, and (iii) outside the United States, to holders of Tendered Surplus Notes who are not “U.S. persons,” as defined in Rule 902 under the Securities Act in reliance on Regulation S under the Securities Act. MassMutual refers to the holders of Tendered Surplus Notes who have certified that they are eligible to participate in any of the Exchange Offers pursuant to at least one of the foregoing conditions as “Eligible Holders.”

Upon the terms and subject to the conditions set forth in the Exchange Offer Materials, Eligible Holders who validly tender (and do not validly withdraw) the applicable series of Tendered Surplus Notes at or prior to the Expiration Time, or in connection with the guaranteed delivery procedures set forth in the Exchange Offer Materials, and whose applicable series of Tendered Surplus Notes are accepted for exchange by MassMutual, will receive, for each $1,000 principal amount of such series of Tendered Surplus Notes, the applicable exchange consideration determined in the manner described in the Offering Memorandum (with respect to each series of Tendered Surplus Notes, the “Exchange Consideration”), which will be determined at the Price Determination Time, 2:00 p.m., New York City time, on October 8, 2019.

Each Exchange Offer will expire at 5:00 p.m., New York City time, on October 8, 2019, unless extended by MassMutual (such date and time, as the same may be extended, the “Expiration Time”) or earlier terminated. In order for Eligible Holders to receive the applicable Exchange Consideration, such holders must validly tender their Tendered Surplus Notes at or prior to the Expiration Time or in connection with the guaranteed delivery procedures set forth in the Exchange Offer Materials. Tendered Surplus Notes that have been tendered for exchange may be withdrawn (i) at least until the earlier of (a) the Expiration Time and (b) in the event that any Exchange Offer is extended, the tenth business day after the commencement date, or (ii) at any time after the sixtieth business day after the commencement date if for any reason any Exchange Offer has not been consummated within sixty business days after the commencement date, in each case, by delivering a written notice of withdrawal (or a request message) to D.F. King & Co., the information and exchange agent for the Exchange Offers (the “Information and Exchange Agent”), in conformity with the procedures set forth in the Offering Memorandum.

Each Exchange Offer may be terminated or withdrawn at any time, in MassMutual’s sole and absolute discretion, subject to compliance with applicable law. If any of the Exchange Offers is terminated at any time, the Tendered Surplus Notes tendered pursuant to the applicable Exchange Offer will be promptly returned to the tendering holders. MassMutual reserves the right, subject to applicable law, to (i) waive any and all conditions to any of the Exchange Offers, (ii) extend or terminate any of the Exchange Offers or (iii) otherwise amend any of the Exchange Offers in any respect. The Exchange Offers are subject to the conditions described in the Offering Memorandum, including the valid issuance of a minimum of $300,000,000 aggregate principal amount of New Surplus Notes, unless waived by MassMutual.

The “Settlement Date” will be promptly following the Expiration Time and is expected to be October 11, 2019, which is three business days after the Expiration Time. The settlement date for Tendered Surplus Notes validly tendered pursuant to the guaranteed delivery procedures set forth in the Exchange Offer Materials and accepted for exchange by MassMutual in any Exchange Offer will be the Settlement Date.

The New Surplus Notes will mature on October 15, 2070 and will bear interest at an annual rate equal to the sum of (a) the bid-side yield on the 2.875% U.S. Treasury Security due May 15, 2049, as of the Price Determination Time, plus (b) 1.70% (170 basis points) as further described in the Exchange Offer Materials.

The complete terms and conditions of each Exchange Offer are described in the Exchange Offer Materials, copies of which may be obtained by Eligible Holders by contacting the Information and Exchange Agent, at (866) 829-0542 (toll-free) or (212) 269-5550 (collect) or by visiting www.dfking.com/massmutual to complete the eligibility process.

In connection with any Exchange Offer, Holders who are not Eligible Holders may contact the Information and Exchange Agent, at (866) 829-0542 (toll-free) or (212) 269-5550 (collect) or by visiting www.dfking.com/massmutual, for further instructions on how to receive cash consideration for their applicable series of Tendered Surplus Notes in an amount intended to approximate the value of the Exchange Consideration related thereto.

This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities. The Exchange Offers are being made and the New Surplus Notes are being offered only to Eligible Holders. The New Surplus Notes have not been registered under the Securities Act or under any state or foreign securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act, and, accordingly, are subject to significant restrictions on transfer and resale as more fully described in the Exchange Offer Materials. The Exchange Offers are subject to the terms and conditions set forth in the Exchange Offer Materials.

Forward-Looking Statements

This press release may contain “forward-looking statements.” Forward-looking statements are those not based on historical information, but rather, relate to future operations, strategies, financial results or other developments, and contain terms such as “may,” “expects,” “should,” “believes,” “anticipates,” “intends,” “estimates,” “projects,” “goals,” “objectives” or similar expressions. Forward-looking statements are based upon estimates and assumptions. These statements may change due to business uncertainties, economic uncertainties, competitive uncertainties, and other factors, many of which are beyond MassMutual’s control. Additionally, MassMutual’s business decisions are also subject to change. MassMutual does not publicly update or revise any forward-looking statements as a result of new information, future developments or otherwise except as may be required by law. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties and actual results may differ materially from those in the forward-looking statements as a result of various factors.

About MassMutual

MassMutual is a leading mutual life insurance company that is run for the benefit of its members and participating policyowners. MassMutual offers a wide range of financial products and services, including life insurance, disability income insurance, long term care insurance, annuities, retirement plans and other employee benefits. For more information, visit www.MassMutual.com.

Contacts

Laura Crisco
lcrisco@massmutual.com

Contacts

Laura Crisco
lcrisco@massmutual.com