Principal Financial Group Announces Tender Offers For Outstanding Debt Securities

Principal Financial Group, Inc. (NYSE: PFG) (the " Company" or " Principal") today announced that it has commenced individual tender offers to purchase for cash the debt securities listed in the tables below (collectively, the " Securities" and each, a " series").
 

Any and All of the Outstanding Securities Listed Below
           

 
        Fixed    

 

U.S. Treasury
Bloomberg Spread

Hypothetical
Principal Amount Reference Reference (basis

Total
Title of Security     CUSIP Number     Outstanding     Security     Page     points)    

Consideration (1)(2)
1.850% Senior Notes due 2017     74251VAG7     $300,000,000     0.875% UST due 11/15/17    

FIT4
    20 bps     $1,009.49
8.875% Senior Notes due 2019     74251VAD4     $350,000,000     0.875% UST due 5/15/19    

FIT5
    50 bps     $1,183.76
 
 

Up to $150,000,000 of the Outstanding 6.05% Senior Notes due 2036
                               

 
Fixed Early Hypothetical
Principal Maximum

U.S. Treasury
Bloomberg Spread Tender Total
Title of CUSIP Amount Tender Reference Reference (basis Payment Consideration
Security     Number     Outstanding     Amount     Security     Page     points)    

(1)(3)
   

(1)(2)(3)
6.05% Senior Notes due 2036     74251VAA0     $600,000,000     $150,000,000     2.500% UST due 5/15/46     FIT1     145 bps     $50     $1,279.83
 
(1)     Per $1,000 principal amount accepted for purchase.

(2)

Hypothetical Total Consideration (as defined below) is calculated on the basis of pricing for the applicable U.S. Treasury Reference Security as of 2:00 p.m., New York City time, on November 2, 2016. The actual Total Consideration payable pursuant to each tender offer will be calculated and determined as set forth in the offer to purchase referenced below.

(3)

The 6.05% Total Consideration (as defined below) for 6.05% Notes validly tendered prior to or at the Early Tender Date (as defined below) and accepted for purchase is calculated using the applicable Fixed Spread (as defined below) and is inclusive of the Early Tender Payment (as defined below).
 

The tender offers consist of offers on the terms and conditions set forth in the offer to purchase, dated November 3, 2016, and the related letter of transmittal and notice of guaranteed delivery, if applicable (as they may each be amended or supplemented from time to time, the " Tender Offer Documents"), including the offer to purchase for cash (i) any and all of the Company's 1.850% Senior Notes due 2017 (the " 1.850% Notes") and the Company's 8.875% Senior Notes due 2019 (the " 8.875% Notes") (together, the " Any and All Tender Offers"), each listed in the first table above and (ii) up to $150,000,000 aggregate principal amount (the " Maximum Tender Amount") of the Company's 6.05% Senior Notes due 2036 (the " 6.05% Notes") listed in the second table above (the " 6.05% Tender Offer"). The Company refers investors to the Tender Offer Documents for the complete terms and conditions of the Any and All Tender Offers and the 6.05% Tender Offer.

The Any and All Tender Offers will expire at 5:00 p.m., New York City time, on November 9, 2016, unless extended or earlier terminated (such time and date, as the same may be extended with respect to the 1.850% Notes or the 8.875% Notes, the " Any and All Tender Expiration Date"). Holders of the 1.850% Notes and the 8.875% Notes must validly tender and not validly withdraw their 1.850% Notes or 8.875% Notes prior to or at the applicable Any and All Tender Expiration Date to be eligible to receive the applicable Total Consideration.

The 6.05% Tender Offer will expire at 12:00 midnight, New York City time, on December 2, 2016, unless extended or earlier terminated (such date and time, as the same may be extended, the " 6.05% Tender Expiration Date"). Holders of 6.05% Notes must validly tender and not validly withdraw their 6.05% Notes prior to or at 5:00 p.m., New York City time, on November 17, 2016, unless extended or earlier terminated (such date and time, as the same may be extended, the " Early Tender Date") to be eligible to receive the Total Consideration (the " 6.05% Total Consideration"), which is inclusive of an amount in cash equal to the amount set forth in the second table above under the heading "Early Tender Payment" (the " Early Tender Payment"). Holders of 6.05% Notes who validly tender, and do not validly withdraw, their 6.05% Notes after the Early Tender Date but prior to or at the 6.05% Tender Expiration Date will be eligible to receive an amount equal to the 6.05% Total Consideration minus the Early Tender Payment. The Early Tender Payment is not applicable to the Any and All Tender Offers.

On each of the 6.05% Tender Early Settlement Date (as defined below) and the 6.05% Tender Final Settlement Date (as defined below), if the aggregate principal amount of the 6.05% Notes validly tendered, and not validly withdrawn, exceeds the Maximum Tender Amount, acceptance of the 6.05% Notes will be subject to proration and prioritization as described in the Tender Offer Documents. All 6.05% Notes validly tendered, and not validly withdrawn, prior to or at the Early Tender Date will have priority over any 6.05% Notes validly tendered after the Early Tender Date. If the 6.05% Notes validly tendered, and not validly withdrawn, prior to or at the Early Tender Date constitute an aggregate principal amount that, if accepted by the Company, would exceed the Maximum Tender Amount, the Company will not accept any 6.05% Notes tendered after the Early Tender Date, unless the Company increases the Maximum Tender Amount. Subject to applicable law, the Company may increase the Maximum Tender Amount in its sole discretion. Any increase in the Maximum Tender Amount may be by as much as $150,000,000 in aggregate principal amount.

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