Swiss Re Treasury (US) Corporation Announces Results of its Cash Tender Offer for Any and All of its Outstanding 2042 Notes

Published: Nov. 23, 2022 at 9:02 AM CST

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT IS FOR INFORMATION ONLY AND IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL ANY SECURITIES.

NEW YORK, Nov. 23, 2022 /PRNewswire/ -- Swiss Re Treasury (US) Corporation ("SRTUS") announced today the results of its previously announced tender offer for cash (the "Any and All Tender Offer") of any and all of its 4.25% Senior Notes due 2042 (the "2042 Notes") guaranteed by Swiss Reinsurance Company Ltd (the "2042 Notes Guarantor").

The Any and All Tender Offer was made upon and was subject to the terms and conditions set forth in the Offer to Purchase dated November 16, 2022 (the "Offer to Purchase"). Capitalized terms used in this announcement but not defined herein have the meanings given to them in the Offer to Purchase.

The Any and All Tender Offer expired as of 5:00 p.m., New York City time, on November 22, 2022 (the "Any and All Expiration Date"). As of the Any and All Expiration Date, $177,981,000 in aggregate principal amount of the 2042 Notes, representing approximately 35.60% of the aggregate principal amount outstanding of the 2042 Notes, were validly tendered and not validly withdrawn. SRTUS has accepted for purchase all 2042 Notes that were validly tendered and not validly withdrawn as of the Any and All Expiration Date. This amount includes $20,000 aggregate principal amount of Notes tendered pursuant to the guaranteed delivery procedures described in the Offer to Purchase, which remain subject to the holders' performance of the delivery requirements under such procedures. The Any and All Guaranteed Delivery Expiration Date is 5:00 p.m., New York City time, on November 25, 2022 (the "Any and All Guaranteed Delivery Expiration Date").

In accordance with the terms of the Any and All Tender Offer, the withdrawal deadline was 5:00 p.m., New York City time, on November 22, 2022. As a result, tendered 2042 Notes may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by SRTUS).

As a result of the foregoing, the capped maximum amount for the cash tender offer (the "Capped Tender Offers" and together with the Any and All Offer, the "Offers") by Swiss Re America Holding Corporation (together with SRTUS, the "Companies") in relation to its 7.75% Notes due 2030 and its 7.00% Notes due 2026 (together, the "Capped Tender Offer Notes" and together with the 2042 Notes, the "Notes") is expected to be approximately $341 million of aggregate purchase price and will be subject to the Applicable Priority Levels and proration in respect of the Capped Tender Offers as defined in the Offer to Purchase.

As previously announced, registered holders of the 2042 Notes ("Holders") who validly tendered and did not validly withdraw their 2042 Notes at or prior to the Any and All Expiration Date and whose 2042 Notes (including 2042 Notes delivered by the Any and All Guaranteed Delivery Expiration Date in respect of which a notice of guaranteed delivery was delivered at or prior to the Any and All Expiration Date) are accepted for purchase and payment pursuant to the Any and All Tender Offer, will receive the Total Consideration (as defined below) with respect to the 2042 Notes, plus Accrued Interest (as defined below) on the Any and All Settlement Date. The "Any and All Settlement Date" is expected to be November 28, 2022, unless extended by SRTUS.

The "Total Consideration" for each $1,000 principal amount of 2042 Notes validly tendered and accepted for payment pursuant to the Any and All Tender Offer (including 2042 Notes delivered by the Any and All Guaranteed Delivery Expiration Date in respect of which a notice of guaranteed delivery was delivered at or prior to the Any and All Expiration Date) was determined in the manner described in the Offer to Purchase at the Any and All Price Determination Time. The "Any and All Price Determination Time" for the 2042 Notes was 11:00 a.m., New York City time, on November 22, 2022. The table below sets forth the calculation of the Total Consideration for each $1,000 principal amount of 2042 Notes:

Title of
Security

CUSIP/ISIN

Principal
Amount
Outstanding(1)

Principal
Amount
Tendered and
Accepted(2)

Principal
Amount
Tendered using
guaranteed
delivery
procedures

Principal Amount
Outstanding after
acceptance of the
2042 Notes
validly tendered(3)

Total
Consideration(3), (4)

Swiss Re
Treasury (US)
Corporation
4.25% Senior
Notes due
December 6,
2042 (the "2042
Notes
")

87089HAB9 /
US87089HAB96

 

U7514EAV2 /
USU7514EAV21

$500,000,000

$177,961,000

$20,000

$322,019,000

$891.47

__________________________

Notes:


(1)  As of the commencement date of the Any and All Tender Offer.


(2)  Excluding principal amount of Notes tendered using guaranteed delivery procedures.


(3)  As at the Any and All Expiration Date.


(4)  For each $1,000 principal amount of 2042 Notes validly tendered and accepted for payment pursuant to the Any and All Tender Offer. Does not include Accrued Interest (as defined below).

Holders will also receive with respect to any 2042 Notes validly tendered and accepted for purchase in the Any and All Tender Offer (including 2042 Notes delivered by the Any and All Guaranteed Delivery Expiration Date in respect of which a notice of guaranteed delivery was delivered at or prior to the Any and All Expiration Date) accrued and unpaid interest on such 2042 Notes from, and including, the last interest payment date applicable to such 2042 Notes to, but not including, the Any and All Settlement Date ("Accrued Interest").

DEALER MANAGERS




BofA Securities, Inc.
620 Tryon Street, 20th Floor
Charlotte, North Carolina 28255
United States
Attn: Liability Management Group
In Europe:
Tel No. +44 20 7996 5420
In the United States
Toll Free No.: +1 (888) 292-0070
Collect No.: +1 (980) 387-3907
Email: DG.LM-EMEA@bofa.com

J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
United States
Toll Free: (866) 834-4666
Collect: (212) 834-4045
Attn. Liability Management Desk 



THE INFORMATION AND TENDER AGENT


D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Bankers and brokers call:
(212) 269-5550
All other call toll free:
(877) 478-5045
In London: +44 20 7920 9700
Email: swissre@dfkingltd.com

 

The Offer to Purchase and any other relevant notice and documents with respect to the Offers are available at https://sites.dfkingltd.com/swissre, operated by the Information and Tender Agent for the purpose of the Offers.

OFFER RESTRICTIONS

General

This announcement is not an offer to purchase any Notes or a solicitation of an offer to sell any Notes. The Offers are being made solely by means of the Offer to Purchase. None of the Companies, the 2042 Notes Guarantor, the Dealer Managers or the Information and Tender Agent makes any recommendation as to whether Holders should tender any or all of their Notes for payment pursuant to the Offers.

The distribution of this announcement and the Offer to Purchase is restricted by law in certain jurisdictions. Persons into whose possession this announcement or the Offer to Purchase comes are required to inform themselves of and to observe any such restrictions.

Neither this announcement nor the Offer to Purchase constitutes, nor may they be used in connection with, an offer to buy Notes or a solicitation to sell Notes by anyone in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such an offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make an offer or a solicitation. None of the Companies, the 2042 Notes Guarantor, the Dealer Managers or the Information and Tender Agent accepts any responsibility for any violation by any person of the restrictions applicable in any jurisdiction.

United Kingdom

The communication of this announcement and the Offer to Purchase by Swiss Re and any other documents or materials relating to the Offers is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the "FSMA"), as amended. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")), persons who are within Article 43(2) of the Order, persons who are qualified investors of the kind described in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.), persons who otherwise fall within an exemption set forth in the Order such that section 21(1) of the FSMA does not apply or any other persons to whom the Offers may otherwise lawfully be made under the Order and all other applicable securities laws.

Italy

None of the Offers, the Offer to Purchase or any other document or materials relating to the Offers have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. The Offers are being carried out in Italy as exempted offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Holders or beneficial owners of the Notes that are located in Italy can tender Notes for purchase in the Offers through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes and/or the Offers.

France

The Offers are not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this announcement nor the Offer to Purchase nor any other document or material relating to the Offers has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), acting for their own account, with the exception of individuals, within the meaning ascribed to them in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, and applicable regulations thereunder, are eligible to participate in the Offers. This announcement, the Offer to Purchase and any other documents or offering materials relating to the Offers have not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.

Belgium

Neither this announcement nor the Offer to Purchase nor any other documents or materials relating to the Offers have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority (Autoriteit voor financiële diensten en markten / Autorité des services et marchés financiers) and, accordingly, the Offers may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids as amended or replaced from time to time. Accordingly, the Offers may not be advertised and the Offers will not be extended, and neither this announcement nor the Offer to Purchase nor any other documents or materials relating to the Offers (including any memorandum, information circular, brochure or any similar documents) have been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account. Insofar as Belgium is concerned, this announcement and the Offer to Purchase have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offers. Accordingly, the information contained in this announcement and the Offer to Purchase may not be used for any other purpose or disclosed to any other person in Belgium.

Switzerland

Neither this announcement, the Offer to Purchase nor any other offering or marketing material relating to the Notes constitutes an offer or solicitation to purchase or invest in the Notes described herein. The Notes may not be publicly offered, sold or advertised, directly or indirectly, in, into or from Switzerland and will not be listed on the SIX Swiss Exchange or on any other exchange or regulated trading facility in Switzerland. Neither the Offer to Purchase nor any other offering or marketing material relating to the Offer to Purchase or this announcement or the Notes constitutes a prospectus or a key information document within the meaning of articles 35 and 58 of the Swiss Financial Services Act ("FinSA"), and neither this announcement, nor the Offer to Purchase nor any other offering or marketing material relating to the Offer to Purchase or the Notes may be publicly distributed or otherwise made publicly available in Switzerland. In particular, none of this announcement, the Offer to Purchase or any other document produced in connection with this announcement, the Offer to Purchase or the Notes have been or will be approved by a Swiss review body (Prospektprüfstelle) according to article 52 FinSA, or by the Swiss Financial Market Supervisory Authority FINMA under the Swiss Collective Investment Schemes Act.

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SOURCE Swiss Re Treasury (US) Corporation

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