MassMutual tender for 8.875%, 7.625%, 7.5% notes oversubscribed at early deadline; pricing set

By Wendy Van Sickle

Columbus, Ohio, March 17 – Massachusetts Mutual Life Insurance Co. announced the early results and pricing details of its cash tender offer for up to $350 million principal amount of its 8.875% surplus notes due 2039, 7.625% surplus notes due 2023 and 7.5% surplus notes due 2024.

At the early tender date, 5 p.m. ET on March 16, the offer was oversubscribed, with a total principal amount of $734,009,000 tendered, according to a press release.

The amounts of early tenders received by the early tender date and the total considerations per $1,000 principal amount are as follows, with the notes listed in order of priority acceptance level:

• $629,577,000 of $750 million of outstanding 8.875% surplus notes due 2039 using the 2.875% Treasury note due Nov. 15, 2046 plus 135 basis points for a total consideration of $1,616.97;

• $72,747,000 of $250 million of outstanding 7.625% surplus notes due 2023 based on 2.25% Treasury note due Feb. 15, 2027 plus 70 bps for a total consideration of $1,235.74; and

• $31,685,000 of $100 million of outstanding 7.5% surplus notes due 2024 based on 2.25% Treasury note due Feb. 15, 2027 plus 75 bps for a total consideration of $1,236.33.

The total purchase price will include an early tender premium of $50.00 per $1,000 principal amount of notes tendered by the early tender date.

Pricing was set at 2 p.m. on March 17.

The tender offer opened on March 3.

The tender offer will continue until midnight ET on March 30.

Tendered notes may no longer be withdrawn.

Holders will also receive accrued interest to but excluding the settlement date.

The offer contained a payment condition and also required a minimum amount of $200 million principal amount of notes being tendered.

The company said it expects settlement of early-tendered notes accepted for purchase to take place on March 24.

MassMutual plans to purchase the notes in the offer using proceeds of surplus notes issued in the capital markets.

Notes tendered before the early deadline will be given priority over those tendered afterward, regardless of priority level, according to a company announcement.

Morgan Stanley & Co. LLC (800 624-1808 or 212 761-1057) and Citigroup Global Markets Inc. (800 558-3745 or 212 723-6106) are the joint lead dealer managers. D.F. King & Co., Inc. (212 269-5550, 866 864-7964 or mmutual@dfking.com) is the tender agent and information agent.

MassMutual is a Springfield, Mass.-based insurance company.

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