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.

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