Business Services Industry
UnumProvident Announces Expiration and Successful Completion of Tender Offer for $300 Million of Its Outstanding Securities
Business Wire, June 9, 2006
CHATTANOOGA, Tenn. -- UnumProvident Corporation (NYSE:UNM), announced today the expiration, as of 9:00 a.m. Eastern on June 9, 2006 (the "Expiration Date"), of its cash tender offer for up to $300,000,000 (the "Offer") aggregate principal and liquidation amount of its outstanding debt and capital securities listed in the table below (the "Securities").
According to information provided by Global Bondholder Services Corporation, the Depositary and Information Agent for the Offer, an aggregate amount of $780,845,000 of the Securities were validly tendered and not validly withdrawn on or before the Expiration Date. The full terms and conditions of the Offer are set forth in the Offer to Purchase dated May 11, 2006.
The table below identifies the liquidation and principal amount of each series of Securities validly tendered in the Offer and the aggregate amount that UnumProvident has accepted for purchase under the terms of the Offer. In accordance with the terms of the Offer, the amount of each series of Securities purchased in the Offer was determined based on the aggregate liquidation amount and principal amount of each series of Securities validly tendered, and not validly withdrawn, on or before the Expiration Date, in accordance with the priorities identified in the column "Acceptance Priority Level" in the table below and subject to the maximum tender offer amount and, in the case of the 7.405% Capital Securities due 2038, subject to a maximum liquidation amount to be purchased of $50,000,000.
Principal
Amount/
Principal Liquidation
Amount/ Principal Value
Liquidation Amount/ Accepted
Value Liquid- for
Acceptance Outstanding ation Purchase Final
Title of Priority (in Value (in Proration
Cusip Security Level millions) Tendered millions) Factor
----------------------------------------------------------------------
7.405%
Capital
Securities
due March
743863AA0 15, 2038 1 $300 $54,915,000 $50 91.05%
----------------------------------------------------------------------
7.625%
Senior
Notes due
March 1,
91529YAC0 2011 2 $575 $513,874,000 $250 48.65%
----------------------------------------------------------------------
7.25%
Senior
Notes due
March 15,
743862AA2 2028 3 $200 $49,792,000 $0 N/A
----------------------------------------------------------------------
6.75%
Notes due
December
903192AA0 15, 2028 4 $250 $30,202,000 $0 N/A
----------------------------------------------------------------------
7.375%
Senior
Notes due
June 15,
91529YAD8 2032 5 $250 $32,620,000 $0 N/A
----------------------------------------------------------------------
7% Senior
Notes due
July 15,
743862AD6 2018 6 $200 $99,442,000 $0 N/A
----------------------------------------------------------------------
N/A means not applicable.
Based on the aggregate amount of Securities tendered on or before the Expiration Date and the terms of the Offer, UnumProvident will purchase $50,000,000 of the tendered 7.405% Capital Securities due 2038 (representing approximately 91.05% of all tendered 7.405% Capital Securities due 2038), $250,000,000 of the tendered 7.625% Notes due 2011 (representing approximately 48.65% of all tendered 7.625% Notes due 2011), and none of the tendered 7.25% Notes due 2028, the 6.75% Notes due 2028, the 7.375% Notes due 2032, or the 7.00% Notes due 2018.
The consideration for the Securities accepted for purchase, as calculated by the Dealer Manager and announced on June 7, 2006, plus accrued and unpaid interest and distributions, as applicable, will be paid by UnumProvident on June 9, 2006. Notes that have been tendered but not accepted will be promptly returned to the tendering parties. UnumProvident estimates that the total cost of the Offer will decrease second quarter 2006 net income by approximately $11.6 million.
Goldman, Sachs & Co. acted as the Dealer Manager and Global Bondholder Services Corporation served as the Depositary and Information Agent for the Offer.
ABOUT UNUMPROVIDENT
UnumProvident is the largest provider of group and individual income protection insurance in the United States and United Kingdom. Through its subsidiaries, UnumProvident insures more than 25 million people and provided $6.0 billion in total benefits to customers in 2005. With primary offices in Chattanooga, Tennessee, and Portland, Maine, UnumProvident employs approximately 11,300 people worldwide. For more information, visit www.unumprovident.com.
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