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

TORONTO and BARBADOS, May 3, 2021 /PRNewswire/ — 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 Sagicor Finance (2015) Limited (the "Securities").

The Tender Offer is being made upon the terms and subject to the conditions set forth in 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. 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)

8.875% Senior Notes due 2022

CUSIP: 78669P AA0

ISIN: US78669PAA03

CUSIP: G7776B AA3

ISIN: USG7776BAA38

US$318,103,000

 

US$1,010.00








(1)

For each US$1,000 principal amount of Securities validly tendered and accepted for purchase pursuant to the Tender Offer. In addition, holders whose Securities are validly tendered prior to or at the Expiration Date and 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 the Settlement Date (as defined below) to, but not including, the Settlement Date.

Following consummation of the Tender Offer, the Securities that are accepted for purchase will be retired and cancelled.

The Tender Offer will expire at 5:00 p.m., New York City time, on May 7, 2021, unless extended or early terminated by the Company (such date and time, unless extended or earlier terminated by the Company, the "Expiration Date").  Holders of Securities ("Holders") must validly tender and not validly withdraw their Securities at or prior to the Expiration Date, or deliver a properly completed and duly executed notice of guaranteed delivery and other required documents pursuant to the guaranteed delivery procedures described in the Offer Documents (the "Guaranteed Delivery Procedures"), on or prior to the Expiration Date and tender their Securities on or prior to 5:00 p.m. (New York City time) on the second business day following the Expiration Date, in order to be eligible to receive the Tender Offer Consideration plus Accrued Interest for such Securities. 

Tendered Securities may be withdrawn at any time prior to the earlier of (i) the Expiration Date, and (ii) if the Tender Offer is extended, the tenth business day after commencement of the Tender Offer, by following the procedures described in the Offer Documents. Payment for the Securities that are validly tendered and accepted for purchase is expected to be made on the fourth business day following the Expiration Date (the "Settlement Date").  It is anticipated that the Settlement Date will be on May 13, 2021.  Interest will cease to accrue on the Settlement Date for all Securities accepted in the Tender Offer, including those 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 ("DTC") in making payment to Holders or in respect of the Guaranteed Delivery Procedures.

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 described in the Offer to Purchase, 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 to pay for the repurchase of the Securities validly tendered and accepted for purchase pursuant to the Tender Offer, 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 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"), or the securities laws of any other jurisdiction. Accordingly, as set forth in the Offering Memorandum, the New Notes 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.

Subject to applicable law, the Company expressly reserves the right, in its sole discretion, to amend, extend or terminate any or all of the Tender Offer. If the Tender Offer is terminated at any time, the Securities tendered pursuant to the Tender Offer will be promptly returned to the tendering Holders.

The Tender Offer Consideration and Accrued Interest payable on the Securities tendered and accepted for purchase in the Tender Offer, as well as the fees and expenses incurred in connection with the Tender Offer, are expected to be paid by Sagicor with the proceeds from the New Notes Issuance. 

From time to time after completion of the Tender Offer to the extent less than all of the Securities are tendered in the Tender Offer, the Company or its affiliates may purchase additional Securities in the open market, in privately negotiated transactions, through one or more additional tender or exchange offers, or otherwise, or the applicable issuer may redeem Securities that the issuer is permitted to redeem pursuant to their terms. Any future purchases may be on the same terms or on terms that are more or less favorable to Holders of the Securities than the terms of the Tender Offer. Any future purchases by the Company will depend on various factors existing at that time. There can be no assurance as to which, if any, of these alternatives (or combinations thereof) the Company or its affiliates may choose to pursue in the future.

The Offer Documents do not constitute an offer to sell or a solicitation of an offer to buy the New Notes.

Tendering Holders who wish to tender their Securities and subscribe for the New Notes should quote an Allocation Identifier Code, which can be obtained by contacting the dealer managers, in their ATOP or Electronic Acceptance Instruction. An Allocation Identifier Code is only required if a tendering Holder wishes to subscribe for New Notes and is not required for a Holder to tender its Securities for cash.

The receipt of an Allocation Identifier Code in conjunction with any tender of Securities in the Tender Offer does not constitute an allocation of New Notes under the New Notes Issuance. In order to apply for the purchase of the relevant New Notes from the Company, a tendering Holder must make a separate application in respect of the New Notes for the purchase of such New Notes. The Company will review tender instructions received on or prior to the Expiration Date and may give priority to those investors tendering with Allocation Identifier Codes in connection with the allocation of New Notes. However, allocations of New Notes will be determined by the Company and the joint book-running managers in the New Notes Issuance in their sole discretion and no assurances can be given that any Holder that tenders Securities will be given an allocation of New Notes at the levels it may subscribe for, or at all.

Holders are advised to check with the bank, securities broker or other intermediary through which they hold Securities as to when such intermediary would need to receive instructions from such Holder in order for that Holder to be able to participate in, or withdraw their instruction to participate in, the Tender Offer, before the deadlines specified herein and in the Offer Documents. The deadlines set by any such intermediary and DTC for the submission and withdrawal of tender instructions will also be earlier than the relevant deadlines specified herein and in the Offer Documents.

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 sagicor@dfking.com.  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 is 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 Documents.  Holders are urged to read the Offer to Purchase carefully before making any decision with respect to the Tender Offer. The Tender Offer is not being made to, nor will Sagicor accept tenders of the Securities from, Holders in any jurisdiction in which the Tender Offer would not be in compliance with the securities or blue sky laws of such jurisdiction.  None of Sagicor, its board of directors, the dealer managers, the tender and information agent or the trustee for the Securities, or any of their respective affiliates, makes any recommendation as to whether Holders should tender their Securities pursuant to the Tender Offer, and neither the company nor any such other person has authorized any person to make any such recommendation.

Neither the U.S. Securities and Exchange Commission (the "SEC"), 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 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

Ingrid_Card@sagicor.com

Samantha_Cheung@sagicor.com or investorrelations@sagicor.com

 

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SOURCE Sagicor Financial Company Ltd.

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