CHATTANOOGA, Tenn.–(BUSINESS WIRE)–Unum Group (NYSE: UNM) (the “Company”) today announced that, pursuant to its previously announced tender offer (the “Offer”) to purchase for cash up to the aggregate liquidation amount of the 7.405% Capital Securities due March 15, 2038 (the “Capital Securities”), issued by Provident Financing Trust I, a wholly-owned subsidiary of the Company, the aggregate principal amount of the Company’s 7.19% Senior Notes due February 1, 2028 (the “7.19% Notes”), the aggregate principal amount of the Company’s 7.25% Senior Notes due March 15, 2028 (the “7.25% Notes”), the aggregate principal amount of the Company’s 6.75% Senior Notes due December 15, 2028 (the “6.75% Notes”), and the aggregate principal amount of the Company’s 3.00% Senior Notes due May 15, 2021 (the “3.00% Notes”, and together with the 7.19% Notes, the 7.25% Notes and the 6.75% Notes, the “Notes” and the Notes, together with the Capital Securities, collectively, the “Securities”, and each a “series” of Securities) that the Company can purchase for a combined aggregate purchase price of up to $450 million (excluding accrued and unpaid distributions and interest up to, but not including, the applicable settlement date and excluding fees and expenses related to the Offer) (the “Maximum Tender Amount”) and, in the case of the Capital Securities, the 7.19% Notes, the 7.25% Notes and the 6.75% Notes (collectively, the “Capped Securities”), subject to a combined aggregate purchase price not to exceed $100 million (the “Capped Securities Purchase Limit”), approximately $510.6 million in aggregate liquidation or principal amount of Securities were validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on September 17, 2019 (the “Early Tender Deadline”). The terms and conditions of the Offer are described in the Offer to Purchase, dated September 4, 2019 (as amended, the “Offer to Purchase”), and the related Letter of Transmittal (the “Letter of Transmittal”).
The following table sets forth certain information regarding the Securities and the Offer, including the aggregate principal amount of each series of Securities that was validly tendered and not validly withdrawn at or prior to the Early Tender Deadline:
Capped Securities Purchase Limit(1)
Aggregate Liquidation/Principal Amount Tendered
7.405% Capital Securities due 2038(1)
7.19% Senior Notes due 2028(1)
1.625% UST due 08/15/29
7.25% Senior Notes due 2028(1)
1.625% UST due 08/15/29
6.75% Senior Notes due 2028(1)
1.625% UST due 08/15/29
3.00% Senior Notes due 2021
2.625% UST due 5/15/21
(1) The Capped Securities Purchase Limit for the Capped Securities represents the combined aggregate purchase price of the Capped Securities that will be purchased in the Offer.
(2) The Reference Yields of the Reference U.S. Treasury Securities will be determined by the Joint Dealer Managers (as defined below) based on certain quotes available at 10:00 a.m., New York City time, on September 18, 2019, except for the Capital Securities. The consideration for the Capital Securities is $1,175.00 for each $1,000 liquidation amount of Capital Securities validly tendered and accepted for purchase pursuant to the Offer.
(3) The applicable page on Bloomberg from which the Joint Dealer Managers will quote the bid side prices of the applicable U.S. Treasury Security. In the above table, “UST” denotes a U.S. Treasury Security.
N/A Not applicable.
As previously announced, the Total Consideration (as defined in the Offer to Purchase) for each series of Securities will be determined at 10:00 a.m., New York City time, on September 18, 2019, as described in the Offer to Purchase and the Letter of Transmittal. Subject to acceptance of their Securities by the Company, holders of Securities validly tendered and not validly withdrawn at or prior to the Early Tender Deadline will be eligible to receive the Total Consideration, which includes an early tender premium of $30.00 per $1,000 liquidation or principal amount of Securities validly tendered by such holders and accepted for purchase by the Company. Accrued and unpaid distributions or interest up to, but not including, the Early Settlement Date (as defined below) will be paid in cash on the Securities accepted for purchase by the Company. The liquidation or principal amount of each series of Securities that will be accepted for purchase by the Company and the proration factor will be announced following the determination of the Total Consideration.
The settlement date for the Securities accepted by the Company in connection with the Early Tender Deadline is expected to be September 19, 2019 (the “Early Settlement Date”).
Pursuant to the terms of the Offer, the Withdrawal Deadline (as defined in the Offer to Purchase) expired at 5:00 p.m., New York City time, on September 17, 2019. As a result, tendered Securities may no longer be withdrawn, except where required by law.
The Company has determined that the Financing Condition (as defined in the Offer to Purchase) has been satisfied as a result of the Company’s offering and sale of $450 million aggregate principal amount of its 4.500% Senior Notes due 2049 on September 11, 2019.
The Company reserves the absolute right, subject to applicable law, to: (i) waive any and all conditions to the Offer; (ii) extend or terminate the Offer; (iii) increase or decrease the Maximum Tender Amount and/or increase, decrease or eliminate the Capped Securities Purchase Limit without extending the Early Tender Deadline or Withdrawal Deadline; or (iv) otherwise amend the Offer in any respect.
Information Relating to the Offer
HSBC Securities (USA) Inc., BofA Merrill Lynch, Goldman Sachs & Co. LLC and Wells Fargo Securities, LLC are acting as the joint dealer managers for the Offer (the “Joint Dealer Managers”). The information agent and tender agent for the Offer is D.F. King & Co., Inc. Copies of the Offer to Purchase, Letter of Transmittal and related offering materials are available by contacting D.F. King & Co., Inc. at (866) 796-6867 (toll-free), (212) 269-5550 (banks and brokers) or by email at firstname.lastname@example.org. Questions regarding the Offer should be directed to HSBC Securities (USA) Inc., at (212) 525-5552 (collect), (866) HSBC-4LM (toll-free) or + 011 44 (0) 20 7992 6237 (Europe), BofA Merrill Lynch at (980) 386-6026 (collect) or (888) 292-0070 (toll-free), Goldman Sachs & Co. LLC at (212) 357-1452 (collect) or (800) 828-3182 (toll-free) or Wells Fargo Securities, LLC, at (704) 410-4756 (collect) or (866) 309-6316 (toll-free).
This news release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Offer is being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.
Unum Group (www.unum.com) is a leading provider of financial protection benefits in the United States and the United Kingdom and the leading provider of disability income protection in the world. Its primary businesses are Unum US, Colonial Life, Unum UK, and Unum Poland. Unum’s portfolio includes disability, life, accident and critical illness, dental and vision coverage, which help protect millions of working people and their families in the event of an illness or injury. Unum also provides stop-loss coverage to help self-insured employers protect against unanticipated medical costs. The company reported revenues of $11.6 billion in 2018, and provided $7.2 billion in benefits.
SAFE HARBOR STATEMENT
Certain information in this news release constitutes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those not based on historical information, but rather relate to our outlook, future operations, strategies, financial results, or other developments and speak only as of the date made. These forward-looking statements, including statements about the use of proceeds, are subject to numerous assumptions, risks, and uncertainties, many of which are beyond our control. The following factors, in addition to other factors mentioned from time to time, may cause actual results to differ materially from those contemplated by the forward-looking statements: (1) sustained periods of low interest rates; (2) fluctuation in insurance reserve liabilities and claim payments due to changes in claim incidence, recovery rates, mortality and morbidity rates, and policy benefit offsets due to, among other factors, the rate of unemployment and consumer confidence, the emergence of new diseases, epidemics, or pandemics, new trends and developments in medical treatments, the effectiveness of our claims operational processes, and changes in governmental programs; (3) unfavorable economic or business conditions, both domestic and foreign, that may result in decreases in sales, premiums, or persistency, as well as unfavorable claims activity; (4) changes in or interpretations of laws and regulations, including tax laws and regulations; (5) a cyber attack or other security breach could result in the unauthorized acquisition of confidential data; (6) the failure of our business recovery and incident management processes to resume our business operations in the event of a natural catastrophe, cyber attack, or other event; (7) investment results, including, but not limited to, changes in interest rates, defaults, changes in credit spreads, impairments, and the lack of appropriate investments in the market which can be acquired to match our liabilities; (8) increased competition from other insurers and financial services companies due to industry consolidation, new entrants to our markets, or other factors; (9) changes in our financial strength and credit ratings; (10) our ability to execute on our technology systems upgrades or replacements; (11) damage to our reputation due to, among other factors, regulatory investigations, legal proceedings, external events, and/or inadequate or failed internal controls and procedures; (12) actual experience in the broad array of our products that deviates from our assumptions used in pricing, underwriting, and reserving; (13) changes in accounting standards, practices, or policies; (14) effectiveness of our risk management program; (15) contingencies and the level and results of litigation; (16) availability of reinsurance in the market and the ability of our reinsurers to meet their obligations to us; (17) ineffectiveness of our derivatives hedging programs due to changes in the economic environment, counterparty risk, ratings downgrades, capital market volatility, changes in interest rates, and/or regulation; (18) fluctuation in foreign currency exchange rates; (19) ability to generate sufficient internal liquidity and/or obtain external financing; (20) recoverability and/or realization of the carrying value of our intangible assets, long-lived assets, and deferred tax assets; and (21) terrorism, both within the U.S. and abroad, ongoing military actions, and heightened security measures in response to these types of threats.
For further discussion of risks and uncertainties which could cause actual results to differ from those contained in the forward-looking statements, see Part 1, Item 1A “Risk Factors” of our annual report on Form 10-K for the year ended December 31, 2018 and our subsequently filed quarterly reports on Form 10-Q. The forward-looking statements in this news release are being made as of the date of this news release, and we expressly disclaim any obligation to update or revise any forward-looking statement contained herein, even if made available on our website or otherwise.
Tom White 423-294-8996
Kelly Spencer 423-294-4508