Swiss Re Treasury (US) Corporation Announces Pricing of its Cash Tender Offer for Any and All of its Outstanding 2042 Notes

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT IS FOR INFORMATION ONLY AND IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL ANY SECURITIES.

NEW YORK, Nov. 22, 2022 /PRNewswire/ -- Swiss Re Treasury (US) Corporation ("SRTUS") announced today the pricing of its previously announced tender offer for cash (the "Any and All Tender Offer") of any and all of its 4.25% Senior Notes due 2042 (the "2042 Notes") guaranteed by Swiss Reinsurance Company Ltd (the "2042 Notes Guarantor").

The Any and All Tender Offer was made upon and is subject to the terms and conditions set forth in the Offer to Purchase dated November 16, 2022 (the "Offer to Purchase"). Capitalized terms used in this announcement but not defined herein have the meanings given to them in the Offer to Purchase.

The "Total Consideration" for each $1,000 principal amount of 2042 Notes validly tendered and accepted for payment pursuant to the Any and All Tender Offer (including 2042 Notes delivered by the Any and All Guaranteed Delivery Expiration Date in respect of which a notice of guaranteed delivery is delivered at or prior to the Any and All Expiration Date) was determined in the manner described in the Offer to Purchase by reference to the fixed spread specified in the Offer to Purchase and table below (the "Fixed Spread") over the yield based on the bid-side price of the U.S. Treasury Reference Security specified in the Offer to Purchase and table below (the "Reference Yield") at 11:00 a.m., New York City time, on November 22, 2022 (the "Any and All Price Determination Date") by the Dealer Managers.

In accordance with the terms of the Any and All Tender Offer, the Any and All Tender Offer will remain open until 5:00 p.m., New York City time, on November 22, 2022 (the "Any and All Expiration Date") and the Any and All Guaranteed Delivery Expiration Date will be 5:00 p.m., New York City time, on November 25, 2022 (the "Any and All Guaranteed Delivery Expiration Date"), in each case unless extended by SRTUS. 2042 Notes tendered may be validly withdrawn prior to 5:00 p.m., New York City time, on November 22, 2022 but not thereafter, excepted in certain limited circumstances where additional withdrawal rights are required by law. The results announcement is expected as soon as practicable on the day following the Any and All Expiration Date, expected to be November 23, 2022, unless extended by SRTUS.

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Holders will also receive with respect to any 2042 Notes validly tendered and accepted for purchase in the Any and All Tender Offer (including 2042 Notes delivered by the Any and All Guaranteed Delivery Expiration Date in respect of which a notice of guaranteed delivery is delivered at or prior to the Any and All Expiration Date) accrued and unpaid interest on such 2042 Notes from, and including, the last interest payment date applicable to such 2042 Notes to, but not including, the Any and All Settlement Date ("Accrued Interest"). The Any and All Settlement Date is expected to be November 28, 2022, unless extended by SRTUS.

SRTUS' obligation to accept for purchase and pay for validly tendered 2042 Notes is subject to, and conditioned upon, satisfaction or waiver of the conditions set out in the Offer to Purchase.

The Offer to Purchase and any other relevant notice and documents with respect to the Any and All Tender Offer are available at https://sites.dfkingltd.com/swissre, operated by the Information and Tender Agent for the purpose of the Any and All Tender Offer.

OFFER RESTRICTIONS

General

This announcement is not an offer to purchase any 2042 Notes or a solicitation of an offer to sell any 2042 Notes. The Any and All Tender Offer is being made solely by means of the Offer to Purchase. None of the Companies, the 2042 Notes Guarantor, the Dealer Managers or the Information and Tender Agent makes any recommendation as to whether Holders should tender any or all of their 2042 Notes for payment pursuant to the Any and All Tender Offer.

The distribution of this announcement and the Offer to Purchase is restricted by law in certain jurisdictions. Persons into whose possession this announcement or the Offer to Purchase comes are required to inform themselves of and to observe any such restrictions.

Neither this announcement nor the Offer to Purchase constitutes, nor may they be used in connection with, an offer to buy 2042 Notes or a solicitation to sell 2042 Notes by anyone in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such an offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make an offer or a solicitation. None of the Companies, the 2042 Notes Guarantor, the Dealer Managers or the Information and Tender Agent accepts any responsibility for any violation by any person of the restrictions applicable in any jurisdiction.

United Kingdom

The communication of this announcement by SRTUS and the Offer to Purchase and any other documents or materials relating to the Any and All Tender Offer is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the "FSMA"), as amended. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")), persons who are within Article 43(2) of the Order, persons who are qualified investors of the kind described in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.), persons who otherwise fall within an exemption set forth in the Order such that section 21(1) of the FSMA does not apply or any other persons to whom the Any and All Tender Offer may otherwise lawfully be made under the Order and all other applicable securities laws.

Italy

None of the Any and All Tender Offer, the Offer to Purchase or any other document or materials relating to the Any and All Tender Offer have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. The Any and All Tender Offer is being carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Holders or beneficial owners of the 2042 Notes that are located in Italy can tender 2042 Notes for purchase in the Any and All Tender Offer through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the 2042 Notes and/or the Any and All Tender Offer.

France

The Any and All Tender Offer is not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this announcement nor the Offer to Purchase nor any other document or material relating to the Any and All Tender Offer has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), acting for their own account, with the exception of individuals, within the meaning ascribed to them in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, and applicable regulations thereunder, are eligible to participate in the Any and All Tender Offer. This announcement, the Offer to Purchase and any other documents or offering materials relating to the Any and All Tender Offer have not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.

Belgium

Neither this announcement nor the Offer to Purchase nor any other documents or materials relating to the Any and All Tender Offer have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority (Autoriteit voor financiële diensten en markten / Autorité des services et marchés financiers) and, accordingly, the Any and All Tender Offer may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids as amended or replaced from time to time. Accordingly, the Any and All Tender Offer may not be advertised and the Any and All Tender Offer will not be extended, and neither this announcement nor the Offer to Purchase nor any other documents or materials relating to the Any and All Tender Offer (including any memorandum, information circular, brochure or any similar documents) have been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account. Insofar as Belgium is concerned, this announcement and the Offer to Purchase have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Any and All Tender Offer. Accordingly, the information contained in this announcement and the Offer to Purchase may not be used for any other purpose or disclosed to any other person in Belgium.

Switzerland

Neither this announcement, the Offer to Purchase nor any other offering or marketing material relating to the 2042 Notes constitutes an offer or solicitation to purchase or invest in the 2042 Notes described herein. The 2042 Notes may not be publicly offered, sold or advertised, directly or indirectly, in, into or from Switzerland and will not be listed on the SIX Swiss Exchange or on any other exchange or regulated trading facility in Switzerland. Neither the Offer to Purchase nor any other offering or marketing material relating to the Offer to Purchase or this announcement or the 2042 Notes constitutes a prospectus or a key information document within the meaning of articles 35 and 58 of the Swiss Financial Services Act ("FinSA"), and neither this announcement, nor the Offer to Purchase nor any other offering or marketing material relating to the Offer to Purchase or the 2042 Notes may be publicly distributed or otherwise made publicly available in Switzerland. In particular, none of this announcement, the Offer to Purchase or any other document produced in connection with this announcement, the Offer to Purchase or the 2042 Notes have been or will be approved by a Swiss review body (Prospektprüfstelle) according to article 52 FinSA, or by the Swiss Financial Market Supervisory Authority FINMA under the Swiss Collective Investment Schemes Act.

SOURCE Swiss Re Treasury (US) Corporation