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CNO Financial Group, Inc. Announces Final Purchase Price Of Cash Tender Offer For Any And All Of Its 7.0% Convertible Senior Debentures Due 2016

Stocks in this article: CNO

CARMEL, Ind., March 27, 2013 /PRNewswire/ -- CNO Financial Group, Inc. (NYSE: CNO) ("CNO") today announced that it has determined the final purchase price offered by CNO pursuant to its previously announced cash tender offer (the "Offer") to purchase for cash any and all of its outstanding 7.0% Convertible Senior Debentures due 2016 (CUSIP Nos. 12621EAC7, 12621EAE3, 12621EAF0 and 12621EAB9) (the "Debentures").

The final purchase price per $1,000 principal amount of Debentures is $2,123.82. In addition to the final purchase price, holders will receive, in respect of their Debentures that are accepted for purchase, accrued and unpaid interest on such Debentures to, but excluding, the settlement date of the Offer. All amounts payable pursuant to the Offer will be rounded to the nearest cent.

The final purchase price was determined in accordance with the pricing formula described in CNO's Offer to Purchase, dated February 11, 2013 (the "Offer to Purchase"). The final purchase price is equal to the sum of (i) the Average Volume Weighted Average Price ("Average VWAP") (as defined below) multiplied by 183.5145 plus (ii) a fixed cash amount of $61.25. The Average VWAP at the close of trading on March 27, 2013 was $11.2393

"Average VWAP" is the simple arithmetic average of the Daily VWAPs over the Averaging Period. The Averaging Period is the period of 30 consecutive trading days beginning on February 13, 2013 and ending on the Expiration Date (as defined below). The Daily VWAP for any trading day means the per share volume-weighted average price of CNO's common stock on the New York Stock Exchange, as displayed under the heading "Bloomberg VWAP" on Bloomberg page "CNO.N <equity> AQR" (or its equivalent successor if such page is not available), in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session of the New York Stock Exchange on such trading day (or if such volume-weighted average price is unavailable, the market value of one share of CNO's common stock on such trading day determined, using a volume-weighted average method, by CNO). The Daily VWAP will be determined without regard to pre-market hours or after hours trading or any other trading outside of the regular trading session trading hours.

The Offer will expire at 12:00 midnight, New York City time, at the end of Wednesday, March 27, 2013, unless it is extended (such date, as it may be extended by CNO, the "Expiration Date") or earlier terminated by CNO.

The Offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal. The Offer is not subject to any minimum tender condition. However, the Offer is subject to certain other conditions as more fully described in the Offer to Purchase. CNO expressly reserves the right to waive these conditions in whole or in part at any or at various times in its sole discretion.

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