Allstate Announces Early Tender Results and Upsizing of Tender Offer
The Allstate Corporation (NYSE: ALL) today announced that it had received tenders totaling approximately $1.8 billion of its outstanding debt as of the Early Tender Time as outlined in the table below.
Allstate commenced the tender offers for certain of its outstanding debt securities as part of the company's recently announced capital management plan. This plan includes cash tenders, debt prefunding and proposed new issuances of preferred stock, subordinated 'hybrid' debt and senior debt, and is intended to enhance the company's strategic and capital flexibility.
Acceptance Principal Aggregate Percent of Title of Notes CUSIP Priority Amount Principal Amount Numbers Level Outstanding Amount Outstanding Tendered Tendered Waterfall Offers
First Tranche Waterfall Notes 7.450% Senior Notes, Series B 020002AX9 1 $700,000,000 $375,067,000 53.58% due 2019 6.75% Senior Debentures due 020002AH4 2 $250,000,000 $72,604,000 29.04% 2018 Total – First Tranche Waterfall $950,000,000 $447,671,000 47.12% Notes Second Tranche Waterfall Notes 6.90% Senior Debentures due 020002AJ0 1 $250,000,000 $84,834,000 33.93% 2038 6.125% Senior 020002AP6 2 $250,000,000 $89,503,000 35.80% Notes due 2032 5.95% Senior 020002AT8 3 $650,000,000 $244,876,000 37.67% Notes due 2036 5.55% Senior 020002AS0 4 $800,000,000 $236,695,000 29.59% Notes due 2035 5.350% Senior 020002AQ4 5 $400,000,000 $76,509,000 19.13% Notes due 2033 5.200% Senior 020002AY7 6 $500,000,000 $379,449,000 75.89% Notes due 2042 Total – Second Tranche Waterfall $2,850,000,000 $1,111,866,000 39.01% Notes Any and All Offer Hybrid Notes Series B 6.125% Fixed-to-Floating Rate Junior 020002AV3 N/A $500,000,000 $235,019,000 47.00% Subordinated Debentures due 2067(1)
(1) Call date May 15, 2017
Allstate's previously announced tender offers comprise:
o an offer (the "First Tranche Waterfall Offer") to purchase up to $400 million aggregate principal amount, which has been increased to $475 million aggregate principal amount, of the First Tranche Waterfall Notes set forth in the preceding table, each at a price determined by reference to a fixed spread above the bid-side yield on the applicable reference security and accepted in accordance with the acceptance priority level set forth in the Offer to Purchase; o an offer (the "Second Tranche Waterfall Offer", and together with the First Tranche Waterfall Offer, the "Waterfall Offers") to purchase up to $1.1 billion aggregate principal amount, which has been increased to $1.2 billion aggregate principal amount, of the Second Tranche Waterfall Notes set forth in the preceding table, each at a price determined by reference to a fixed spread above the bid-side yield on the applicable reference security and accepted in accordance with the acceptance priority level set forth in the Offer to Purchase; and o an offer (the "Any and All Offer") to purchase any and all of the Hybrid Notes at a price determined by reference to a fixed spread above the bid-side yield on the applicable reference security as set forth in the Offer to Purchase.
The aggregate principal amount of the First Tranche Waterfall Offer has been increased from $400 million to $475 million and the aggregate principal amount of the Second Tranche Waterfall Offer has been increased from $1.1 billion to $1.2 billion. Because of these increases all of the First Tranche Waterfall Notes, Second Tranche Waterfall Notes, and Hybrid Notes validly tendered as of 5:00 p.m. New York time on June 5, 2013 will be accepted. Allstate expects to settle the accepted Notes on June 20, 2013.
The Offers are described in the Offer to Purchase dated May 22, 2013 and the related Letter of Transmittal dated May 22, 2013 (together, the "Offer Documents"), previously sent to holders of the Notes.
The Offers will expire at 11:59 p.m., New York City time, on June 19, 2013, unless extended or earlier terminated by Allstate (such date and time with respect to an Offer, as the same may be extended or earlier terminated, the "Expiration Time"). Holders that validly tender their Notes after 5:00 p.m. New York City time on June 5, 2013 and at or prior to the applicable Expiration Time for an Offer will not be eligible to receive the Early Tender Payment and will only be eligible to receive the applicable Tender Offer Consideration. Holders that validly tender Notes that are accepted for purchase by Allstate will receive accrued and unpaid interest from, and including, the most recent previous interest payment date on those Notes to, but not including, the applicable Settlement Date for such Notes, in each case rounded to the nearest cent ("Accrued Interest"). Notes validly tendered after 5:00 p.m., New York City time, on June 5, 2013 may not be withdrawn, unless the Withdrawal Deadline is extended by Allstate.
With respect to each series of Notes in the First Tranche Waterfall Offer, Second Tranche Waterfall Offer and Any and All Offer, the Reference Yield will be the applicable bid-side yield on the Reference Security as determined by the Dealer Managers in accordance with standard market practice, as of 2:00 pm New York City time, on June 6, 2013 (such date and time, the "Price Determination Time"), as reported on the Reference Page. If such bid-side yield is not available on a timely basis on the applicable Reference Page or is manifestly erroneous, such other recognized quotation source as the Dealer Managers may select in their sole discretion.
Capitalized terms used in this news release and not defined herein have the meanings given to them in the Offer to Purchase.
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