LOS ANGELES, Oct. 24, 2013 /PRNewswire/ -- Farmers Insurance Exchange, Fire Insurance Exchange and Truck Insurance Exchange (collectively, the "Exchanges") today announced an amendment to (1) Farmers Insurance Exchange's previously announced cash tender offer for any and all of its outstanding 8.625% Surplus Notes due 2024 (the "2024 Notes") and (2) the Exchanges' previously announced cash tender offer for up to the Maximum Tender Amount (as defined below) of Farmers Exchange Capital's outstanding 7.05% Trust Surplus Note Securities (the "7.05% Trust Notes") and 7.20% Trust Surplus Note Securities (the "7.20% Trust Notes" and, together with the 7.05% Trust Notes, the "Trust Notes" and, together with the 2024 Notes, the "Notes") in the priority set forth on the cover of the Offer to Purchase (as defined below). The "Maximum Tender Amount" is equal to $550.0 million aggregate liquidation amount of Trust Notes less the aggregate principal amount of 2024 Notes accepted for purchase by Farmers Insurance Exchange. The "Tender Offers" refer, collectively, to Farmers Insurance Exchange's offer to purchase the 2024 Notes and the Exchanges' offer to purchase the Trust Notes.
The Tender Offers are being made pursuant to an Offer to Purchase dated October 9, 2013 (the "Offer to Purchase"), which sets forth a more detailed description of the Tender Offers.
The Exchanges have extended the date on which the Total Consideration (as defined in the Offer to Purchase) and the Tender Offer Consideration (as defined in the Offer to Purchase) for each series of Notes validly tendered and accepted for purchase pursuant to the Tender Offers will be determined from 2:00 p.m., New York City time, on October 24, 2013 to 2:00 p.m., New York City time, on October 29, 2013, unless further extended with respect to any series of Notes. The Exchanges are not extending withdrawal rights for Notes tendered in the Tender Offers, which expired at 5:00 p.m., New York City time, on October 23, 2013.
Aside from the revision to the price determination date, all other terms of the Tender Offers are unchanged.
The Tender Offers are scheduled to expire at Midnight, New York City time, on November 6, 2013, unless extended or earlier terminated with respect to any series of Notes.
The Tender Offers are subject to the satisfaction or waiver of certain conditions set forth in the Offer to Purchase. In particular, the Tender Offers are conditioned on the completion of one or more financing transactions on terms reasonably satisfactory to the Exchanges resulting in the issuance of surplus notes by the Exchanges in an aggregate principal amount of no less than $350 million and receipt of the requisite regulatory approvals related thereto. If any of these conditions are not satisfied, none of the Exchanges would be required to purchase any of the Notes tendered.
The complete terms and conditions of the Tender Offers are set forth in the Offer to Purchase. Holders of the Notes are urged to read these documents carefully before making any decision with respect to the Tender Offers.
Questions regarding the Tender Offers may be directed to the Dealer Managers, Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect), or RBS Securities Inc. at (203) 897-6145 (collect) or (877) 297-9832 (toll-free). Requests for documents may be directed to Global Bondholder Services Corporation, the information agent and depositary for the Tender Offers, at (212) 430-3774 (for banks and brokers) or (866) 807-2200 (toll-free).
This press release is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell with respect to the Notes, nor is this press release an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Tender Offers are being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.
About the Exchanges
The Exchanges are three reciprocal insurers owned by their policyholders, and together with their subsidiaries and affiliates comprise the Farmers Insurance Group of Companies®. The Farmers Insurance Group of Companies is the country's fourth largest insurance group offering both personal lines passenger automobile and homeowners insurance and is a leading insurer of small businesses in the United States, and also provides a wide range of other insurance and financial services products. Farmers is proud to serve more than 10 million households with approximately 19.9 million individual policies across all 50 states through the efforts of over 50,000 exclusive and independent agents. Farmers Group, Inc. and its subsidiaries, in their capacity as attorneys-in-fact, provide administrative and management services to the Exchanges. "Farmers®" is a trade name of the Exchanges and their subsidiaries and affiliates.
For questions specific to the Exchanges, please contact Mark Toohey at firstname.lastname@example.org or 805.907.2216.
SOURCE Farmers Insurance