Market Overview

Pacific Life Insurance Company Announces Pricing and Upsizing of Tender Offer

NEWPORT BEACH, Calif.--(BUSINESS WIRE)--

Pacific Life Insurance Company (“Pacific Life”) today announced the determination of the Full Tender Offer Consideration, as shown in the table below, for its previously announced cash tender offer to purchase up to $250,000,000 (subject to increase, the “Tender Cap”) aggregate principal amount of Pacific Life's 9.25% Surplus Notes due 2039 (the “Notes”). Pacific Life also announced that it has increased the Tender Cap from $250,000,000 to $322,793,000. Except as described in this press release, all other terms of the offer as described in the Offer Documents (as defined below) remain unchanged.

On January 2, 2013, Pacific Life commenced the offer to purchase Notes in accordance with the terms and conditions set forth in the offer to purchase, dated January 2, 2013 (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     Principal Amount Outstanding     Principal Amount

Tendered(1)

    Clearing Spread     Reference Yield     Tender Yield    

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

   

Accrued Interest(2)(4)

 
9.25% Surplus Notes due 2039 694475AA2 / US694475AA20
U69457AA4 / USU69457AA46
$1,000,000,000 $322,793,000 T+270 bp 3.015% 5.715% $1,478.68 $9.51

________________________________________________________________________________

(1) As of 5:00 p.m., New York City time, on January 15, 2013 (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 January 22, 2013.

As previously announced, as of the Early Tender Time, holders of the Notes had validly tendered $322,793,000 aggregate principal amount of Notes. All Notes validly tendered prior to the Early Tender Deadline will be accepted for 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. Holders who validly tender their Notes after the Early Tender Time and at or prior to the Expiration Time and whose Notes are accepted for purchase, if any, will receive the Late Tender Offer Consideration, which is equal to $1,428.68 per $1,000 principal amount of Notes accepted for purchase. Holders whose Notes are accepted for purchase will receive accrued and unpaid interest.

The Withdrawal Deadline for the offer was 5:00 p.m., New York City time, on January 15, 2013 and has not been extended. The offer will expire at 11:59 p.m., New York City time, on January 30, 2013, unless extended or earlier terminated by Pacific Life.

The offer is subject to the satisfaction or waiver of certain conditions, including a financing condition, as specified in the Offer to Purchase. The offer was also subject to a minimum tender condition, which has been satisfied.

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, 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. 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.

Goldman, Sachs & Co., Barclays Capital Inc. and Credit Suisse Securities (USA) LLC are acting as dealer managers for the offer. For additional information regarding the terms of the offer, please contact: Goldman, Sachs & Co. at (800) 828-3182 (toll-free) or (212) 902-5183 (collect), Barclays Capital Inc. at (800) 438-3242 (toll-free) or (212) 528-7581 (collect) or Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll-free) or (212) 538-2147 (collect). 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 866-795-2200 (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. Client count as of May 2012 is compiled by Pacific Life using the 2012 FORTUNE 500® list.

Pacific Life Insurance Company
Tennyson Oyler
Tel: (949) 219-3248
TOyler@PacificLife.com

 

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