National Life Insurance Company Announces Expiration Of And Results For Previously Announced Private Exchange Offer For Any And All Of Its Outstanding 10.50% Surplus Notes Due 2039

NEW YORK, July 17, 2018 /PRNewswire/ -- National Life Insurance Company ("National Life") today announced the expiration of and the results for its previously announced offer to exchange (the "Exchange Offer") any and all of National Life's outstanding 10.50% Surplus Notes due 2039 (the "Existing Notes") held by Eligible Holders (as defined below).  The Existing Notes are being exchanged for 5.25% Fixed-to-Floating Rate Surplus Notes due 2068 (the "New 2068 Surplus Notes"). The New 2068 Surplus Notes being offered in the Exchange Offer are expected to constitute a further issuance of, and will form a single series with, the previously announced 5.25% Fixed-to-Floating Rate Surplus Notes due 2068 which National Life expects to issue for cash on July 19, 2018 in the aggregate principal amount of $350,000,000 (the "Original 2068 Surplus Notes").

As of the previously announced Expiration Time of 5:00 p.m., New York City Time, on July 17, 2018 (the "Expiration Time"), according to information provided by D.F. King & Co., Inc., the Information and Exchange Agent for the Exchange Offer, $12,790,000 aggregate principal amount (or approximately 6.4% of the outstanding principal amount) of the Existing Notes were validly tendered and not validly withdrawn in the Exchange Offer at or prior to the Expiration Time. Subject to satisfaction or waiver of the other conditions set forth in the Exchange Offer Materials (as defined below), settlement of the Exchange Offer is expected to occur on July 19, 2018 (the "Settlement Date").

Holders of Existing Notes validly tendered (and not validly withdrawn) in the Exchange Offer will receive accrued and unpaid interest to, but not including, the Settlement Date in cash on all such Existing Notes validly tendered and accepted for exchange pursuant to the Exchange Offer.

National Life expects to accept for exchange all Existing Notes that were validly tendered and not validly withdrawn in the Exchange Offer.

The Exchange Offer was made solely to Eligible Holders upon the terms and subject to the conditions set forth in the confidential offering memorandum, as amended (the "Offering Memorandum"), and the related letter of transmittal (the "Letter of Transmittal") and notice of guaranteed delivery (the "Notice of Guaranteed Delivery" and, together with the Offering Memorandum and Letter of Transmittal, the "Exchange Offer Materials"), each dated July 10, 2018.

The Exchange Offer was made only (a) in the United States, to holders of Existing Notes who are "qualified institutional buyers," as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and (b) outside the United States, to holders of Existing Notes who are not "U.S. persons," as defined in Rule 902 under the Securities Act.  We refer to the holders of Existing Notes who have certified that they are eligible to participate in the Exchange Offer pursuant to at least one of the foregoing conditions as "Eligible Holders."

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 Offer was made and the New 2068 Surplus Notes were offered only to holders who have certified that they are eligible to participate in the Exchange Offer as either "qualified institutional buyers" or holders that are not "U.S. persons" as such terms are defined under the Securities Act.  The New 2068 Surplus Notes have not been registered under the Securities Act or under any state 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 Offer is subject to the terms and conditions set forth in the Exchange Offer Materials. 

About National Life
National Life Insurance Company (National Life) is a life insurance company founded in 1848 in Montpelier, Vermont and licensed to conduct business in all 50 states and the District of Columbia. National Life operates as a unified organization under the trade name of National Life Group, which includes National Life, Life Insurance Company of the Southwest, and their affiliates. National Life Group is a diversified financial services company and one of the fastest growing life insurers in the United States. Its offerings include traditional whole life, term life, fixed interest universal life, indexed universal life, variable universal life, variable annuities, fixed interest rate annuities and fixed indexed annuities. The company has a combined life insurance in-force of $123.9 billion (before reinsurance ceded) and annuity account value under management of $13.8 billion.

Forward-Looking Statements
This press release may contain "forward-looking statements."  These forward-looking statements include, but are not limited to, the completion of the proposed offering of Original 2068 Surplus Notes, the satisfaction of the conditions to the Exchange Offer and the completion of the proposed Exchange Offer.  Forward-looking statements include, but are not limited to, statements that represent National Life's beliefs concerning future operations, strategies, financial results or other developments, and contain words and phrases such as "may," "expects," "should" or similar expressions. Because these forward-looking statements are based on estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond National Life's control or are subject to change, actual results could be materially different and National Life's results of operations, its financial condition and its liquidity could be adversely affected. Consequently, such forward-looking statements should be regarded solely as National Life's current plans, estimates and beliefs. National Life does not intend, and does not undertake, any obligation to update any forward-looking statements to reflect future events or circumstances after the date of such statements.

Media Contact: Tom Long, 1-917-859-0313, [email protected]

SOURCE National Life Insurance Company