Principal Financial Group Announces Final Results of 6.05% Tender Offer

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DES MOINES, Iowa--(BUSINESS WIRE)--

Principal Financial Group, Inc. PFG (the "Company" or "Principal") today announced the final tender results for its previously announced tender offer (the "6.05% Tender Offer") to purchase for cash its 6.05% Senior Notes due 2036 (the "Notes") in an aggregate principal amount of up to $150,000,000 (the "Maximum Tender Amount"). The 6.05% Tender Offer was made pursuant to the terms and conditions set forth in the offer to purchase, dated November 3, 2016, as amended by the Company's press release dated November 17, 2016 announcing the Early Tender Results and Change in Consideration for Notes Tendered After the Early Tender Date, and the related letter of transmittal (as amended, the "Tender Offer Documents"). The Company refers investors to the Tender Offer Documents for the complete terms and conditions of the 6.05% Tender Offer.

As of the previously announced expiration date and time of 12:00 midnight, New York City time, on December 2, 2016 (the "Expiration Date"), according to information provided by D.F. King & Co., Inc., the tender and information agent for the 6.05% Tender Offer, $94,379,000 aggregate principal amount of the Notes had been validly tendered and not validly withdrawn in the 6.05% Tender Offer. This includes $571,000 aggregate principal amount of the Notes that were validly tendered and not validly withdrawn following the early tender date of 5:00 p.m., New York City time, on November 17, 2016 and $93,808,000 aggregate principal amount of the Notes that were accepted and purchased on the 6.05% Tender Early Settlement Date of November 18, 2016.

The table below sets forth the aggregate principal amount and percentage of Notes validly tendered and not validly withdrawn at or prior to the Expiration Date.

 

       

 

       

 

    Percent

Principal Amount

Principal Amount

Tendered of
Title of

Outstanding Prior to

Maximum Tender

Tendered at

Amount Out-
Security     CUSIP Number    

6.05% Tender Offer

    Amount    

Expiration Date

    standing

6.05% Senior

 

Notes due 2036

   

74251VAA0

    $600,000,000     $150,000,000     $94,379,000     15.73%
 

The Company has accepted all Notes validly tendered and not validly withdrawn.

Information Relating to the 6.05% Tender Offer

Credit Suisse Securities (USA) LLC, Barclays Capital Inc. and Citigroup Global Markets Inc. acted as the dealer managers for the 6.05% Tender Offer. Investors with questions regarding the 6.05% Tender Offer may contact Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll-free) or (212) 538-2147 (collect), Barclays Capital Inc. at (800) 438-3242 (toll-free) or (212) 528-7851 (collect) or Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect). D.F. King & Co., Inc. acted as the tender and information agent for the 6.05% Tender Offer and can be contacted at (800) 659-6590 (toll-free) (bankers and brokers can call collect at (212) 269-5550).

None of the Company or its affiliates, their respective boards of directors, the dealer managers, the tender and information agent or the trustee made any recommendation as to whether holders should tender any Notes in response to the 6.05% Tender Offer, and neither the Company nor any such other person authorized any person to make any such recommendation.

This press release is for informational purposes only and is not an offer to buy, or the solicitation of an offer to sell, any of the Notes and the 6.05% Tender Offer does not constitute an offer to buy or the solicitation of an offer to sell Notes in any jurisdiction or in any circumstances in which such offer or solicitation is unlawful. The full details of the 6.05% Tender Offer are included in the Tender Offer Documents.

Forward looking and cautionary statements

Certain statements made by the Company which are not historical facts may be considered forward-looking statements, including, without limitation, statements as to management's beliefs, expectations, goals and opinions. The Company does not undertake to update these statements, which are based on a number of assumptions concerning future conditions that may ultimately prove to be inaccurate. Future events and their effects on the Company may not be those anticipated, and actual results may differ materially from the results anticipated in these forward-looking statements. The risks, uncertainties and factors that could cause or contribute to such material differences are discussed in the Company's annual report on Form 10-K for the year ended December 31, 2015, and in the Company's quarterly report on Form 10-Q for the quarter ended September 30, 2016, filed by the Company with the U.S. Securities and Exchange Commission, as updated or supplemented from time to time in subsequent filings.

About the Principal Financial Group

Principal helps people and companies around the world build, protect and advance their financial well-being through retirement, insurance and asset management solutions that fit their lives. Principal's employees are passionate about helping clients of all income and portfolio sizes achieve their goals – offering innovative ideas, investment expertise and real-life solutions to make financial progress possible. To find out more, visit us at principal.com.

Principal Financial Group, Inc.
Media contact:
Erica Jensen, 515-362-0049
jensen.erica@principal.com
or
Investor Relations contact:
John Egan, 515-235-9500
egan.john@principal.com

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Posted In: Press Releases
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