Pacific Life Insurance Company and Pacific LifeCorp Announce Pricing and Upsizing of Tender Offer

NEWPORT BEACH, Calif.–(BUSINESS WIRE)–Pacific Life Insurance Company (“PLIC”) and Pacific LifeCorp (“PLC”; and
together with PLIC, “Pacific Life”) today announced the determination of
the Full Tender Offer Consideration, as shown in the table below, for
Pacific Life’s previously announced cash tender offer to purchase up to
$500,000,000 (subject to increase, the “Tender Cap”) combined aggregate
principal amount (the “Offer”) of PLIC’s outstanding 9.25% Surplus Notes
due 2039 (the “9.25% Surplus Notes”) and 7.90% Surplus Notes due 2023
(the “7.90% Surplus Notes”) and PLC’s outstanding 6.60% Senior Notes due
2033 (the “6.60% Senior Notes”), 5.125% Senior Notes due 2043 (the
“5.125% Senior Notes”) and 6.00% Senior Notes due 2020 (the “6.00%
Senior Notes”; together, with the 9.25% Surplus Notes, 7.90% Surplus
Notes, 6.60% Senior Notes and 5.125% Senior Notes, the “Notes”). Pacific
Life also announced that it has increased the Tender Cap from
$500,000,000 to $573,247,000 principal amount. Except as described in
this press release, all other terms of the offer as described in the
Offer Documents (as defined below) remain unchanged. Pacific Life
expects to fund the purchase of the Notes in the Tender Offer with a
portion of the net proceeds from PLIC’s offering of $750 million
aggregate principal amount of 4.300% Fixed-to-Floating Rate Surplus
Notes due 2067, which is expected to close on October 24, 2017.

On October 2, 2017, Pacific Life commenced the Offer in accordance with
the terms and conditions set forth in the offer to purchase, dated
October 2, 2017 (the “Offer to Purchase”) and the related letter of
transmittal (the “Letter of Transmittal” and, together with the Offer to
Purchase, the “Offer Documents”), sent to holders of the Notes. Select
terms of the offer are described in the table below.

                 
Title of Security CUSIP / ISIN Numbers (as applicable) Principal Amount Outstanding Principal Amount Tendered(1) UST Reference Security Reference Yield to Maturity

Fixed Spread (basis points)

Tender Offer Yield

Full Tender Offer Consideration (2)(3)(4)

 

Accrued Interest(2)(4)

 
9.25% Surplus Notes due 2039

Rule 144A: 694475AA2 / US694475AA20

Reg. S:

U69457AA4 /

USU69457AA46

$621,002,000 $236,447,000 3.000% due May 15, 2047 2.804% 145 bps 4.254% $1,702.06 $33.15
 
7.90% Surplus Notes due 2023

Rule 144A: 694606AA2 / US694606AA22

$150,000,000 $16,451,000 1.875% due September 30, 2022 1.960% 145 bps 3.410% $1,248.34 $25.02
 
6.60% Senior Notes due 2033

Rule 144A: 694476AA0 / US694476AA03 Reg.
S
:

U69452AA5 /

USU69452AA58

$600,000,000 $13,550,000 3.000% due May 15, 2047 2.804% 115 bps 3.954% $1,309.95 $7.15
 
5.125% Senior Notes due 2043

Rule 144A: 694476AD4 / US694476AD42

Reg. S:

U69452AC1 /

USU69452AC15

$500,000,000 $89,510,000 3.000% due May 15, 2047 2.804% 135 bps 4.154% $1,150.97 $11.96
 
6.00% Senior Notes due 2020

Rule 144A: 694476AC6 / US694476AC68

Reg. S:

U69452AB3 /

USU69452AB32

$450,000,000 $217,289,000 1.375% due February 15, 2020 1.619% 37.5 bps 1.994% $1,089.37 $12.33
 

________________________________________________________________________________
(1)
As of 5:00 p.m., New York City time, on October 16, 2017 (the “Early
Tender Time”).
(2) Per $1,000 principal amount of Notes accepted
for purchase.
(3) Includes the early tender payment of $50 per
$1,000 principal amount of Notes (the “Early Tender Payment”).
(4)
Based on an Early Settlement Date (as defined below) of October 24, 2017.

All Notes validly tendered and not validly withdrawn prior to the Early
Tender Time will be accepted for purchase. Pursuant to the terms of the
Offer, the amount of Notes that would be accepted for purchase is
subject to the Tender Cap. Accordingly, because the Tender Cap has been
reached in respect of tenders made at or prior to the Early Tender Time,
no Notes of any series tendered after the Early Tender Time (regardless
of acceptance priority level) will be accepted for purchase. Under
certain circumstances, Pacific Life will accept tendered Notes of one or
more series on a pro rata basis as further described in the Offer to
Purchase.

As set forth in the Offer to Purchase, holders who validly tendered and
did not validly withdraw their Notes at or prior to the Early Tender
Time and whose Notes are accepted for purchase will receive the Full
Tender Offer Consideration, which includes the Early Tender Payment. In
addition, holders of Notes accepted for purchase will receive accrued
and unpaid interest from, and including, the last interest payment date
for their tendered Notes to, but not including, the settlement date for
such Notes, in each case rounded to the nearest cent.

The Withdrawal Deadline for the Offer was 5:00 p.m., New York City time,
on October 16, 2017, and has not been extended for any series of Notes.
The Offer will expire at 11:59 p.m., New York City time, on October 30,
2017, unless extended or earlier terminated by Pacific Life, with
respect to any or all series of Notes (such date and time, as the same
may be extended or earlier terminated, with respect to any or all series
of Notes, the “Expiration Time”).

The offer is subject to the satisfaction or waiver of certain
conditions, including a financing condition, as specified in the Offer
to Purchase.

Pacific Life may, prior to the Expiration Time, elect to accept the
Notes validly tendered at or prior to the Early Tender Time provided
that all conditions to the offer, including the financing condition,
have been satisfied or waived by Pacific Life. Pacific Life may then
settle such Notes at such time or promptly thereafter (such date of
settlement, which is expected to be October 24, 2017 and is subject to
change without notice, the “Early Settlement Date”). The “Final
Settlement Date” is the date that Pacific Life settles all Notes
accepted for purchase and not previously settled on the Early Settlement
Date, if any, and Pacific Life expects such date to be one business day
following the Expiration Time.

Capitalized terms used in this press release and not defined herein have
the meanings given to them in the Offer to Purchase.

Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and
Goldman Sachs & Co. LLC are acting as dealer managers for the Offer. For
additional information regarding the terms of the Offer, please contact:
Citigroup Global Markets Inc. toll-free at (800) 558-3745 or collect at
(212) 723-6106, Credit Suisse Securities (USA) LLC toll-free at (800)
820-1653 or collect at (212) 538-2147 or Goldman Sachs & Co. LLC
toll-free at (800) 828-3182 or collect at (212) 902-6595. Requests for
the Offer Documents may be directed to Global Bondholder Services, which
is acting as the Depositary and Information Agent for the Offer, at
866-470-4300 (toll-free).

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN
OFFER OR SOLICITATION TO PURCHASE NOTES. THE OFFER IS BEING MADE SOLELY
PURSUANT TO THE OFFER DOCUMENTS, WHICH SET FORTH THE COMPLETE TERMS OF
THE OFFER THAT HOLDERS OF THE NOTES SHOULD CAREFULLY READ PRIOR TO
MAKING ANY DECISION.

THE OFFER DOCUMENTS DO NOT CONSTITUTE AN OFFER OR SOLICITATION TO
PURCHASE NOTES IN ANY JURISDICTION IN WHICH, OR TO OR FROM ANY PERSON TO
OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION UNDER
APPLICABLE SECURITIES OR BLUE SKY LAWS. IN ANY JURISDICTION IN WHICH THE
SECURITIES, BLUE SKY OR OTHER LAWS REQUIRE THE OFFER TO BE MADE BY A
LICENSED BROKER OR DEALER, THE OFFER WILL BE DEEMED TO BE MADE ON BEHALF
OF PACIFIC LIFE BY ONE OR MORE OF THE DEALER MANAGERS, IF ANY OF THE
DEALER MANAGERS ARE LICENSED BROKERS OR DEALERS UNDER THE LAWS OF SUCH
JURISDICTION, OR BY ONE OR MORE REGISTERED BROKERS OR DEALERS THAT ARE
LICENSED UNDER THE LAWS OF SUCH JURISDICTION.

About Pacific Life

Offering insurance since 1868, Pacific Life provides a wide range of
life insurance products, annuities, and mutual funds, and offers a
variety of investment products and services to individuals, businesses,
and pension plans. Pacific Life and its affiliates count more than half
of the 100 largest U.S. companies as their clients.

Pacific Life refers to Pacific Life Insurance Company and its
affiliates, including Pacific Life & Annuity Company. Client count as of
June 2017 is compiled by Pacific Life using the 2017 FORTUNE 500® list.

Contacts

Pacific Life Insurance Company
Steve Chesterman, (949) 219-3243
Schesterman@PacificLife.com