TORONTO and BARBADOS, May 3, 2021 /CNW/ – Sagicor Financial Company Ltd. ("Sagicor" or the "Company") today announced that it has commenced a 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").
The Tender Offer will expire at 5:00 p.m., New York City time, on May 7, 2021, unless extended or earlier terminated by the Company. It is anticipated that the settlement date will be on May 13, 2021. The dealer managers for the Tender Offer are J.P. Morgan Securities LLC and RBC Capital Markets, LLC.
The obligation of the Company to accept and pay for Securities in the Tender Offer is subject to the satisfaction or waiver of a number of conditions, including the receipt by the Company of proceeds from the proposed separate issuance of securities (the "New Notes") on terms satisfactory to the Company, in its sole discretion (the "New Notes Issuance"), generating net proceeds in an amount sufficient pay for the repurchase of the Securities pursuant to the Tender Offer (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 Tender Offer is not conditioned upon any minimum amount of Securities being tendered.
The New Notes to be issued in the separate New Notes Issuance have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), any Canadian securities laws or any securities laws of any other jurisdiction. The New Notes are being offered and sold in the separate New Notes Issuance only to "qualified institutional buyers" as defined in and in accordance with Rule 144A under the Securities Act and outside the United States in accordance with Regulation S under the Securities Act and applicable local securities laws.
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 Canada, 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.
None of the U.S. Securities and Exchange Commission, any U.S. state securities commission, any Canadian securities regulatory authority or 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 any offering document. Any representation to the contrary is a criminal offense.
About Sagicor Financial Company Ltd.
Sagicor Financial Company Ltd. (TSX: SFC) is a leading financial services provider in the Caribbean, with over 180 years of history, and has a growing presence as a provider of life insurance products in the United States. Sagicor offers a wide range of products and services, including life, health, and general insurance, banking, pensions, annuities, and real estate. Sagicor's registered office is located at Clarendon House, 2 Church Street, Hamilton, HM 11, Bermuda, with its principal office located at Cecil F De Caires Building, Wildey, St. Michael, Barbados. Additional information about Sagicor can be obtained by visiting www.sagicor.com.
Certain information contained in this news release may be forward-looking statements within the meaning of Canadian securities laws. Forward-looking statements are often, but not always identified by the use of words such as "expect", "anticipate", "believe", "foresee", "could", "estimate", "goal", "intend", "plan", "seek", "will", "may", "would" and "should" and similar expressions or words suggesting future outcomes. This news release includes forward-looking information and statements. These forward-looking statements reflect material factors and expectations and assumptions of Sagicor. Sagicor's estimates, beliefs and assumptions are inherently subject to uncertainties and contingencies regarding future events and as such, are subject to change. Risks and uncertainties not presently known to Sagicor or that it presently believes are not material could cause actual results or events to differ materially from those expressed in its forward-looking statements. Additional information on these and other factors that could affect events and results are included in other documents and reports that will be filed by Sagicor with applicable securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com). Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect Sagicor's expectations only as of the date of this document. Sagicor disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by law.
SOURCE Sagicor Financial Company Ltd.