CNO Financial Group, Inc. Announces Expiration And Final Results Of Its Tender Offer And Consent Solicitation For Its 9.00% Senior Secured Notes Due 2018 And Redemption Of All Remaining 9.00% Senior Secured Notes Due 2018

CARMEL, Ind., Oct. 2, 2012 /PRNewswire/ -- CNO Financial Group, Inc. (NYSE: CNO) ("CNO") announced today that, as of 12:00 midnight, New York City time, at the end of the day on Monday, October 1, 2012 (the "Expiration Date"), it had received no new tenders or consents from the holders of its 9.00% Senior Secured Notes due 2018 (the "Notes") subsequent to its purchase of $273,806,000 aggregate principal amount, or approximately 99.6%, of the Notes on September 28, 2012 (the "Initial Payment Date") pursuant to the terms of its previously announced tender offer and consent solicitation for the Notes, which commenced on September 4, 2012, and was described in CNO's Offer to Purchase and Consent Solicitation and the related Letter of Transmittal and Consent.

CNO also announced that on the Initial Payment Date it entered into a supplemental indenture (the "Supplemental Indenture") to the indenture under which the Notes were issued (the "Indenture") that eliminated substantially all of the restrictive covenants contained in the Indenture and certain events of default and related provisions.  In addition, on the Initial Payment Date, CNO satisfied and discharged its remaining obligations under the Indenture by (i) issuing a notice of redemption to holders of the remaining $1,194,000 aggregate principal amount of Notes that were not tendered and remained outstanding following the Company's acceptance of and payments for Notes tendered on or before 5:00 p.m., New York City time, on the day immediately preceding the Initial Payment Date and (ii) deposited with trustee for the Notes sufficient funds to satisfy and discharge the Indenture (as amended by the Supplemental Indenture) and to fund the make-whole redemption of the remaining outstanding Notes and to pay accrued and unpaid interest on the redeemed notes to, but not including, October 29, 2012 (the Redemption Date").  Upon the satisfaction and discharge of the Indenture on the Initial Payment Date, all of the collateral securing the Notes was released and any remaining restrictive covenants and certain additional events of default contained in the Indenture (as amended by the Supplemental Indenture) ceased to have effect.

Goldman, Sachs & Co. and J.P. Morgan Securities LLC acted as Dealer Managers and Solicitation Agents for the tender offer and the consent solicitation.  Global Bondholder Services Corporation acted as the Information Agent for the tender offer and the consent solicitation.

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