Principal Financial Group Announces Pricing And Expiration Of Any And All Tender Offers

Principal Financial Group, Inc. (NYSE: PFG) (the " Company" or " Principal") today announced the pricing and expiration of its previously announced individual tender offers (the " Tender Offers") to purchase for cash any and all of its outstanding 1.850% Senior Notes due 2017 (the " 1.850% Notes") and any and all of its outstanding 8.875% Senior Notes due 2019 (the " 8.875% Notes" and, together with the 1.850% Notes, the " Notes").
                                     
       

 
   

U.S. Treasury
    Bloomberg        
Title of

CUSIP

Principal Amount
Reference Reference Fixed Total
Security    

Number
    Outstanding     Security     Page     Spread    

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

FIT4
    20 bps     $1,008.86
8.875% Senior Notes due 2019     74251VAD4     $350,000,000     0.875% UST due 5/15/19    

FIT5
    50 bps     $1,180.73
 
(1)     Per $1,000 principal amount accepted for purchase.
(2) Total Consideration (as defined below) calculated on the basis of pricing for the U.S. Treasury Reference Security as of 2:00 p.m., New York City time, on November 9, 2016.
 

The Tender Offers were made pursuant to 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 (as they may each be amended or supplemented from time to time, the " Tender Offer Documents"), to purchase for cash any and all of the Notes. The Company refers investors to the Tender Offer Documents for the complete terms and conditions of the Tender Offers.

The " Total Consideration" listed in the table above for each $1,000 principal amount of Notes validly tendered and accepted for purchase pursuant to each Tender Offer was determined at 2:00 p.m., New York City time, on November 9, 2016. Holders will also receive accrued and unpaid interest on Notes validly tendered and accepted for purchase from the last interest payment date up to, but not including, the date the Company makes payment for such Notes (the " Settlement Date").

The Tender Offers expired at 5:00 p.m. New York City time, on November 9, 2016 (the " Expiration Date").

According to information provided by D.F. King & Co., Inc., the tender and information agent for the Tender Offers, $232,776,000 aggregate principal amount of 1.850% Notes and $228,905,000 aggregate principal amount of 8.875% Notes were validly tendered prior to or at the Expiration Date and not validly withdrawn. This amount includes $882,000 aggregate principal amount of outstanding 1.850% Notes tendered pursuant to the guaranteed delivery procedures described in the Tender Offer Documents, which remain subject to the holders' performance of the delivery requirements under such procedures. The Company has accepted for purchase all Notes validly tendered and not validly withdrawn at or prior to the Expiration Date. The Settlement Date is expected to be November 10, 2016, although the settlement of Notes tendered pursuant to the guaranteed delivery procedures is expected to be November 15, 2016. For the avoidance of doubt, accrued interest will cease to accrue on the Settlement Date for all Notes accepted in the Tender Offers, including those tendered by the guaranteed delivery procedures.

Principal intends to deliver a notice of redemption on November 10, 2016, to redeem all Notes that were not validly tendered and accepted in the Tender Offers, in accordance with their respective terms.

Information Relating to the Tender Offers

Credit Suisse Securities (USA) LLC, Barclays Capital Inc. and Citigroup Global Markets Inc. acted as the dealer managers for the Tender Offers. Investors with questions regarding the 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 Tender Offers 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 is making any recommendation as to whether holders should tender any Notes in response to the Tender Offers, and neither the Company nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their Notes, and, if so, the principal amount of Notes to tender.

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 Tender Offers do 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 Tender Offers are included in the Tender Offer Documents.

The statements of intent herein with respect to the redemption of the Notes shall not constitute a notice of redemption under the applicable indenture governing each series of Notes. Any such notice will only be made in accordance with the provisions of such Notes.

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.

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