2014

CNO Financial Group, Inc. Announces Results Through Consent Date of Cash Tender Offer and Consent Solicitation for its 9.00% Senior Secured Notes Due 2018

CARMEL, Ind., Sept. 18, 2012 /PRNewswire/ -- CNO Financial Group, Inc. (NYSE: CNO) ("CNO") announced today that, pursuant to its previously announced offer to purchase and solicitation of consents for its 9.00% Senior Secured Notes due 2018 (the "Notes"), it received tenders and consents from the holders of approximately $273.8 million, or 99.6%, of the total outstanding principal amount of the Notes by the expiration of the consent payment deadline at 5:00 p.m., New York City time, on September 17, 2012 (the "Consent Date").  The consents received exceed the amount needed to approve the proposed amendments to the indenture under which the Notes were issued (the "Indenture").

CNO's tender offer and consent solicitation are subject to the terms and conditions set forth in CNO's Offer to Purchase and Consent Solicitation Statement (the "Offer to Purchase") and the related letter of transmittal.  The tender offer will expire at 12:00 midnight, New York City time, at the end of Monday, October 1, 2012, unless extended or earlier terminated by CNO in its sole discretion (such time and date, as the same may be extended, the "Expiration Date").  Holders of Notes who validly tender their Notes after the Consent Date, but on or before the Expiration Date, will receive $1,143.65 per $1,000.00 in principal amount of Notes validly tendered but will not be entitled to receive any consent payment.  In addition, accrued and unpaid interest to, but not including, the applicable date of payment for the Notes accepted for purchase will be paid.

Prior to the Expiration Date, CNO expects to select an initial payment date (the "Initial Payment Date"), which it currently anticipates will be on or about September 28, 2012.  CNO expects, on the Initial Payment Date, to call for redemption any Notes that have not been validly tendered on or before 5:00 p.m., New York City time, on the day immediately preceding the Initial Payment Date in accordance with the redemption provisions of the Indenture and to satisfy and discharge its obligations under such Notes and the Indenture in accordance with the satisfaction and discharge provisions of the Indenture.  Upon completion of the satisfaction and discharge of the Notes that have not been validly tendered on or before 5:00 p.m., New York City time, on the day immediately preceding the Initial Payment Date, all of the collateral securing such Notes under the Indenture and the related security documents will be released and any remaining restrictive covenants and certain additional events of default contained in the Indenture will cease to have effect.

The terms and conditions of the tender offer and consent solicitation are included in the Offer to Purchase and the related letter of transmittal. CNO does not make any recommendation as to whether holders of the Notes should tender their Notes pursuant to the tender offer or deliver consents pursuant to the consent solicitation.

The obligation of CNO to accept for purchase Notes tendered pursuant to the tender offer or pay for the consents delivered pursuant to the consent solicitation is conditioned upon (a) the completion of a proposed private offering of senior notes on terms and conditions satisfactory to CNO, (b) the satisfaction of all conditions to the effectiveness of a proposed new credit facility and (c) the non-occurrence of each of the general conditions, as specified further in the Offer to Purchase. If any of the conditions are not satisfied, CNO is not obligated to accept for purchase, and may delay the acceptance for purchase of, any tendered Notes. CNO may also terminate the tender offer and the consent solicitation at any time in its sole discretion.

This press release is for informational purposes only and does not constitute a notice of redemption under the optional redemption provisions of the indenture governing the Notes, nor does it constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.

Requests for documents relating to the tender offer may be directed to Global Bondholder Services Corporation, the Information Agent, at (866) 470-4500 or (212) 430-3774. Goldman, Sachs & Co. and J.P. Morgan Securities LLC are acting as Dealer Managers and Solicitation Agents for the tender offer and the consent solicitation. Questions regarding the tender offer and consent solicitation may be directed to Goldman, Sachs & Co. at (800) 828-3182 or (212) 902-5183 or to J.P. Morgan Securities LLC at (800) 245-8812 or (212) 270-1200.

About CNO
CNO is a holding company. Our insurance subsidiaries – principally Bankers Life and Casualty Company, Washington National Insurance Company and Colonial Penn Life Insurance Company – serve pre-retiree and retired Americans by helping them protect against financial adversity and provide for a more secure retirement.  For more information, visit CNO online at www.CNOinc.com.

SOURCE CNO Financial Group, Inc.



RELATED LINKS
http://www.CNOinc.com

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