AuguStar Life Insurance Company Announces Early Tender Results of its Cash Tender Offer for Constellation Insurance, Inc.'s Outstanding 5.550% Senior Notes due 2030 (Currently Bearing Interest at a Rate of 6.800%) and 6.625% Senior Notes due 2031, Extension of Early Tender Deadline and Removal of Series Caps

CINCINNATI, Aug. 26, 2025 /PRNewswire/ -- AuguStar® Life Insurance Company (ALIC), a wholly owned subsidiary of Constellation Insurance, Inc. (CII), announced today the early tender results, as of 5 p.m. ET on August 25, 2025 (Early Tender Deadline), of its previously announced offers to purchase for cash (Offers) of CII's outstanding 5.550% senior notes due 2030 (2030 Notes) and 6.625% senior notes due 2031 ( (2031 Notes) and, collectively with the 2030 Notes, the (Notes) ) up to a maximum aggregate principal amount of $250 million (Aggregate Tender Cap). Additionally, ALIC announced it amended the terms of the Offers to (i) remove the $175.0 million series cap on the 2030 Notes and the $75.0 million series cap on the 2031 Notes, (ii) subject the Aggregate Tender Cap to order of priority (Acceptance Priority Level) and proration arrangements as described below, with Notes tendered after the Early Tender Deadline to be accepted with the 2031 Notes designated as Acceptance Priority Level 1 and the 2030 Notes designated as Acceptance Priority Level 2 and (iii) extend the date and time by which holders may validly tender their Notes to receive the applicable Total Consideration (as defined in the Offer to Purchase) and Accrued Interest (as defined below), including an amount equal to the Early Tender Premium (Premium), to 5 p.m. ET on September 10, 2025 (such time and date, as it may be extended, the (Expiration Time) ). Information regarding the Notes and the terms of the Offers from the Early Tender Deadline to the Expiration Time are summarized in the table below. 

The terms and conditions of the Offers are described in the Offer to Purchase, dated August 12, 2025 (Offer to Purchase), and remain unchanged except for the amendments set forth in this press release.  

ALIC has been advised that as of the Early Tender Deadline, the aggregate principal amount of 2030 Notes (Tendered 2030 Notes) and 2031 Notes ( (Tendered 2031 Notes) and, together with the Tendered 2030 Notes, the (Tendered Notes) ) set forth in the table below had been validly tendered (and not validly withdrawn) pursuant to the Offers: 

Because the Tendered Notes do not exceed the Aggregate Tender Cap, neither series of such Notes that have been tendered prior to the Early Tender Deadline will be subject to proration. All Tendered Notes have been accepted for purchase on the Early Settlement Date (as defined below).

Subject to the Aggregate Tender Cap and proration, all Notes validly tendered and not validly withdrawn after the Early Tender Deadline having a higher Acceptance Priority Level (with 1 being the highest) will be accepted before any validly tendered and not validly withdrawn Notes having a lower Acceptance Priority Level (with 2 being the lowest Acceptance Priority Level), and all Notes validly tendered after the Early Tender Deadline having a higher Acceptance Priority Level will be accepted before any Notes validly tendered after the Early Tender Deadline having a lower Acceptance Priority Level.

Notes of the series in the last Acceptance Priority Level accepted for purchase in accordance with the terms and conditions of the Offers may be subject to proration (rounded to avoid the purchase of Notes in a principal amount other than in an integral multiple of $1,000) if the aggregate principal amount of the Notes of such series validly tendered and not validly withdrawn would cause the Aggregate Tender Cap to be exceeded. 

Holders of Notes which were validly tendered, and not validly withdrawn, at or prior to the Early Tender Deadline and that are accepted for purchase as described in the Offer to Purchase, will receive the applicable Total Consideration (as defined in the Offer to Purchase) for such Notes, which includes the Early Tender Premium (as defined in the Offer to Purchase).  In addition, with respect to the Notes accepted for purchase, ALIC will pay Accrued Interest to, but not including, the settlement date, which is expected to be August 27, 2025 (Early Settlement Date).

The Offers are scheduled to expire at the Expiration Time.  Tenders of the Notes in the Offers may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law.  On each applicable settlement date, holders of Notes that are validly tendered and accepted for purchase by ALIC will receive the applicable Total Consideration and accrued and unpaid interest on the principal amount of Notes accepted for purchase from the most recent interest payment date on the Notes to, but not including, the applicable settlement date (Accrued Interest).

ALIC's obligation to purchase Notes in any of the Offers is conditioned on the satisfaction or waiver of a number of conditions as described in the Offer to Purchase.  Neither of the Offers is conditioned upon the tender of any minimum principal amount of Notes of such series or of the other series.  However, the Offers are subject to the Aggregate Tender Cap. ALIC reserves the right, but is under no obligation, to increase the Aggregate Tender at any time, subject to compliance with applicable law.  In the event of a termination of an Offer, neither the applicable consideration will be paid or become payable to the holders of the applicable series of Notes, and the Notes tendered pursuant to such Offer will be promptly returned to the tendering holders. ALIC has the right, in its sole discretion, to not accept any tenders of Notes for any reason and to amend or terminate an Offer at any time.

Copies of the Offer to Purchase are available to holders of the Notes from D.F. King & Co., Inc., the tender agent and information agent for the Offers (Tender and Information Agent).  Requests for copies of the Offer to Purchase should be directed to the Tender and Information Agent at +1 (866) 620-2536 (toll free) and +1 (212) 269-5550 (collect) or by e-mail to [email protected]. ALIC has engaged BMO Capital Markets Corp. and Truist Securities, Inc. as dealer managers for the Offers. Questions regarding the terms of the Offers may be directed to BMO Capital Markets Corp. at +1 (212) 702-1840 (collect) or +1 (833) 418-0762 (toll-free); and Truist Securities, Inc. at +1 (404) 926-5262 (collect) or +1 (833) 594-7730 (toll-free).

None of ALIC, CII, the dealer managers, the Tender and Information Agent, the trustee for the Notes or any of their respective affiliates is making any recommendation as to whether holders should or should not tender any Notes in response to the Offers or expressing any opinion as to whether the terms of the Offers are fair to any holder. Holders of the Notes must make their own decision as to whether to tender any of their Notes and, if so, the principal amount of Notes to tender. Please refer to the Offer to Purchase for a description of the offer terms, conditions, disclaimers and other information applicable to the Offers.

This press release does not constitute an offer to purchase or the solicitation of an offer to sell any securities.  The Offers are being made solely by means of the Offer to Purchase. ALIC is making the Offers only in those jurisdictions where it is legal to do so.  The Offers are not being made to holders of the Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

Forward-Looking Statements
This news release contains "forward-looking statements," which involve risks and uncertainties often, but not always, identified through the use of words or phrases such as "believes," "plans," "intends," "will likely result," "are expected to," "will continue," "is anticipated," "estimated," "projection," "target," "goal," "objective," "outlook" and similar expressions. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be accomplished.

About AuguStar Life Insurance Company
AuguStar Life Insurance Company (ALIC) is a direct, wholly-owned subsidiary of Constellation Insurance Inc (CII). AuguStar manufactures and distributes a range of life insurance and annuity products designed for individuals and small businesses, including whole life insurance, universal life insurance, variable universal life insurance, term life insurance and individual fixed and fixed indexed annuities.

About Constellation Insurance, Inc.
CII is a diversified financial services group offering insurance, reinsurance, asset management and institutional markets solutions through AuguStar Retirement, AuguStar Life, AuguStar Seguros, Constellation Investments, Constellation Re and Constellation Institutional Markets.

Contact: Lisa Doxsee
513.794.6418 (o) | 513.218.5519 (m)
[email protected]

SOURCE AuguStar Life Insurance Company