Sagicor Financial Company Ltd. Announces Expiration and Results of Cash Tender Offer for Any and All 8.875% Senior Notes due 2022 issued by Sagicor Finance (2015) Limited

TORONTO and BARBADOS, May 7, 2021 /PRNewswire/ — Sagicor Financial Company Ltd. (“Sagicor” or the “Company”) announced today that its previously announced cash tender offer (the “Tender Offer”) for any and...

TORONTO and BARBADOS, May 7, 2021 /PRNewswire/ — Sagicor Financial Company Ltd. (“Sagicor” or the “Company”) announced today that its previously announced cash tender offer (the “Tender Offer”) for any and all of the outstanding 8.875% Senior Notes due 2022 issued by its subsidiary Sagicor Finance (2015) Limited (the “Securities”) expired at 5:00 p.m., New York City time, on May 7, 2021 (such date and time, the “Expiration Date”).

The Tender Offer was made pursuant to the offer to purchase, dated May 3, 2021 (the “Offer to Purchase”), and a related notice of guaranteed delivery (the “Notice of Guaranteed Delivery” and, together with the Offer to Purchase, the “Offer Documents”) which set forth the terms of the Tender Offer.

Based on the information compiled by D.F. King & Co, Inc., as of the Expiration Date, a total of U.S.$130,164,000 aggregate principal amount of the Securities had been validly tendered and not validly withdrawn pursuant to the Tender Offer (the “Tendered Securities”).  No Securities were tendered pursuant to the guaranteed delivery procedures described in the Offer Documents.

The table below sets forth certain information relating to the Tender Offer:

Title of Security

CUSIP and ISIN

Number(s)

Principal Amount

Outstanding

Tender Offer Consideration(1)

Principal Amount Tendered

8.875% Senior Notes due 2022

CUSIP: 78669P AA0

ISIN: US78669PAA03

U.S.$318,103,000

U.S.$1,010.00

U.S.$130,164,000


CUSIP: G7776B AA3

ISIN: USG7776BAA38

______________________________

(1)  Per U.S.$1,000 principal amount of Securities validly tendered and accepted for purchase.  In addition, holders whose Securities are accepted for purchase pursuant to the Tender Offer will receive accrued and unpaid interest (“Accrued Interest”) on their Securities from the last interest payment date preceding, but not including, the Settlement Date (as defined below).

The Company expects to accept for purchase all Tendered Securities and pay the Tender Offer Consideration plus Accrued Interest on the Tendered Securities on May 13, 2021 (the “Settlement Date”) if by the Settlement Date, the conditions to the Tender Offer set forth in the Offer Documents have been satisfied or waived.

The obligation of the Company to accept and pay for Securities in the Tender Offer is subject to the satisfaction or waiver of the conditions described in the Offer to Purchase, including the receipt by the Company of proceeds from the proposed separate issuance of securities on terms satisfactory to the Company, in its sole discretion, generating net proceeds in an amount sufficient to pay for the repurchase of the Tendered Securities, including payment of any premiums, Accrued Interest and costs and expenses incurred in connection therewith (the “Financing Condition”). The Company reserves the right, in its sole discretion, to waive any and all conditions of the Tender Offer, including the Financing Condition, at or prior to the Settlement Date.

The total cash payment to purchase the Tendered Securities on the Settlement Date, including Accrued Interest, will be approximately U.S.$134,418,000.

Interest on all Securities purchased in the Tender Offer will cease to accrue as of the Settlement Date, including those Securities tendered in accordance with the Guaranteed Delivery Procedures.  Under no circumstances will additional interest on the Tender Offer Consideration be paid by the Company after the Settlement Date by reason of any delay on the part of The Depository Trust Company in making payment to Holders or in respect of the Guaranteed Delivery Procedures.

The tender and information agent for the Tender Offer is D.F. King & Co, Inc. To contact the tender and information agent, banks and brokers may call (212) 269-5550, and others may call U.S. toll-free: (877) 732-3614 or email [email protected]  Additional contact information is set forth below.

By Mail, by Overnight Courier, or by

Hand:

 

48 Wall Street

New York, NY 10005

By Facsimile Transmission:

(For Eligible Institutions Only)

 

(212) 709-3328

Copies of each of the Offer Documents are available at the following web address: www.dfking.com/sagicor 

Any questions or requests for assistance or for additional copies of this notice may be directed to the dealer managers at their respective telephone numbers set forth below or, if by any Holder, to such Holder’s broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offer.

The dealer managers for the Tender Offer are:                                                 

J.P. Morgan Securities LLC

383 Madison Avenue, 6th Floor
New York, New York 10179

U.S. Toll Free: +1 (866) 846-2874

Collect: +1 (212) 834-7279

Attention: Liability Management Group

RBC Capital Markets, LLC

Brookfield Place

200 Vesey Street

New York, NY 10281

U.S. Toll Free: +1 (877) 381-2099

Collect: +1 (212) 618-7843 

Attention: Liability Management Group

This press release is for informational purposes only and does not constitute or form part of any offer or invitation to purchase, or any solicitation of any offer to sell, the Securities or any other securities in the United States or any other country, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with, any contract therefor.  The Tender Offer was made only by and pursuant to the terms of the Offer Documents, and the information in this notice is qualified by reference to the Offer to Purchase and the Notice of Guaranteed Delivery.

Neither the U.S. Securities and Exchange Commission, any U.S. state securities commission nor any regulatory authority of any other country has approved or disapproved of the Tender Offer, passed upon the merits or fairness of the Tender Offer or passed upon the adequacy or accuracy of the disclosure in the Offer Documents. Any representation to the contrary is a criminal offense.

This press release contains forward-looking statements and information that are necessarily subject to risks, uncertainties, and assumptions. No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions. Sagicor assumes no obligation to update or correct the information contained in this press release.

Media Contacts:

Media Contact:

Investors Contact:

Ingrid Card

Samantha Cheung

Vice President, Group Marketing,

Communications & Brand Experience

Executive Vice President

Investor Relations

Tel: 246-230-5315

Tel: 416-898-4324 or 1-800-342-0719

[email protected]

[email protected] or [email protected]

SOURCE Sagicor Financial Company Ltd.

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