Great-West Life & Annuity Insurance Capital, LP Announces Successful Completion of Consent Solicitation with Respect to Holders of its 6.625% Deferrable Debentures due 2034

WINNIPEG, March 8, 2018 /PRNewswire/ - Great-West Life & Annuity Insurance Capital, LP ("Great-West LP") announced today that it has received the requisite consents in its previously announced consent solicitation with respect to its 6.625% Deferrable Debentures due November 15, 2034 (CUSIP No. 39136M AA 4 (Rule 144A)) (the "Notes") to effect certain amendments and changes, as further described below, upon the terms and subject to the conditions set forth in the Consent Solicitation Statement, dated March 1, 2018.

Great-West LP received consent from holders of record (the "Holders") to (a) amend the Indenture, dated as of November 15, 2004 (the "Indenture"), among Great-West LP, GWL&A Financial Inc. ("GWLAFI"), Great-West Life & Annuity Insurance Capital, LLC ("Great-West LLC"), Great-West Life & Annuity Insurance Capital (Nova Scotia) Co., Great-West Lifeco Inc., 2023308 Ontario Inc. (the "Great-West Parties"), and The Bank of New York Mellon (f/k/a The Bank of New York), as trustee (the "Trustee"), pursuant to which the Notes were issued, to permit Great-West LLC to elect to be classified as a corporation for U.S. federal income tax purposes for any taxable period for which it files a consolidated federal income tax return with Great-West LP as part of a consolidated group (as defined in U.S. Treasury Regulation § 1.1502-1(h)) (the "Indenture Amendment") and (b) terminate the Replacement Capital Covenant entered into as of May 19, 2006 by GWLAFI and Great-West Life & Annuity Insurance Capital, LP II (the "Subsequent Issuer") for the benefit of the Holders in connection with Subsequent Issuer's issuance of its Fixed/Adjustable Rate Enhanced Capital Advantaged Subordinated Debentures due 2046 (CUSIP No. 39136W AA 2 (Rule 144A)) (the "Covenant Termination").

Based on information provided by Global Bondholder Services Corporation, the information and tabulation agent for the consent solicitation, Great-West LP received the valid consents of the Holders of a majority of the aggregate principal amount of the Notes oustanding as of the expiration date and time of 5:00 p.m., New York City time, on March 7, 2018 (the "Expiration Time"). As a result, on March 8, 2018, the Great-West Parties, and the Trustee entered into a Supplemental Indenture to the Indenture, which gave effect to the Indenture Amendment, and GWLAFI and the Subsequent Issuer entered into a Termination of Replacement Capital Covenant, which memorialized the Covenant Termination. Great-West LP will make or cause to be made the cash payment of $0.25 for each $1,000 in aggregate principal amount of Notes for which a consent was validly delivered and not revoked prior to the Expiration Time (the "Consent Fee").

The Expiration Time has passed, and Holders of the Notes are no longer able to deliver or revoke consents. Holders of the Notes who did not deliver valid consents, or who delivered and revoked such consents, prior to the Expiration Time will not be entitled to receive the Consent Fee.

Wells Fargo Securities, LLC acted as solicitation agent and Global Bondholder Services Corporation acted as the information and tabulation agent in connection with the consent solicitation.

This news release is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to buy any Notes or any other securities. This news release is also not a solicitation of consents with respect to the Indenture Amendment, the Covenant Termination or any securities.

SOURCE Great-West Life & Annuity Insurance Capital, LP