AuguStar Life Insurance Company Announces Expiration and Final 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
CINCINNATI, Sept. 10, 2025 /PRNewswire/ -- AuguStar® Life Insurance Company (ALIC), a wholly owned subsidiary of Constellation Insurance, Inc. (CII), announced today the expiration and final results 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). The Offers were made upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 12, 2025 (as amended by ALIC's press release dated August 26, 2025 (Early Tender Press Release), the (Offer to Purchase) ).
As previously announced, on August 27, 2025, ALIC purchased all Notes validly tendered and not validly withdrawn on or prior to 5 p.m. ET on August 25, 2025 (Early Tender Deadline).
The Offers expired at 5 p.m. ET on September 10, 2025 (Expiration Time) and no tenders submitted after the Expiration Time are valid.
The table below indicates, among other things, the aggregate principal amount of the Notes of each series (1) tendered and accepted as of the Early Tender Deadline, (2) tendered after the Early Tender Deadline and at or prior to the Expiration Time and (3) accepted for purchase at the Expiration Time:
Issuer |
Title of Security |
CUSIP / ISIN |
Principal Amount Outstanding(2) |
Acceptance Priority Level(3) |
Principal Amount Tendered and Accepted as of Early Tender Deadline |
Principal Amount Tendered after Early Tender Deadline and at or prior to Expiration Time |
Principal Amount Accepted for Purchase at Expiration Time |
||||||||
Constellation Insurance, Inc. |
6.625% Senior Notes due 2031 |
Rule 144A: 67740QAG1 / US67740QAG10 Regulation S: U6775MAD0 / USU6775MAD03 |
$250 million |
1 |
$65,284,000 |
$500,000 |
$500,000 |
||||||||
Constellation Insurance, Inc. |
5.550% Senior Notes due 2030(1) |
Rule 144A: 67740QAH9 / US67740QAH92 Regulation S: U6775MAE8 / USU6775MAE85 |
$425 million |
2 |
$100,419,000 |
$456,000 |
$456,000 |
||||||||
(1) As of the date of the Offer to Purchase, the 2030 Notes bear interest at a rate of 6.800%, reflecting an increase that became effective in July 2022 as a result of Moody's rating downgrade of the 2030 Notes to Ba1, following S&P's withdrawal of its rating of the 2030 Notes. |
(2) As of the date of the Offer to Purchase. |
(3) Subject to the Aggregate Tender Cap and proration, the principal amount of each series of Notes that is purchased in the Offers will be determined in accordance with the applicable Acceptance Priority Level (in numerical order with 1 being the highest Acceptance Priority Level and 2 being the lowest Acceptance Priority Level) specified in this column. |
Because the aggregate principal amount of Notes validly tendered and not validly withdrawn at or prior to the Expiration Time did not exceed the Aggregate Tender Cap, ALIC has accepted for purchase all of the Notes validly tendered after the Early Tender Deadline and at or prior to the Expiration Time. The total principal amount of Notes accepted for purchase by ALIC at the Early Tender Deadline and the Expiration Time is $166,659,000.
Holders of Notes which were validly tendered after the Early Tender Deadline and at or prior to the Expiration Time 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 Premium (as defined in the Early Tender Press Release). In addition, with respect to the Notes accepted for purchase, ALIC will pay accrued and unpaid interest on the principal amount of Notes accepted purchase from the most recent interest payment date of the Notes to, but not including, the settlement date, which is expected to be September 12, 2025.
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
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