Swiss Re units begin any-and-all tender offer and capped offer

Chicago, Nov. 16 – Units of Swiss Re started tender offers on Wednesday, according to a press release.

The first offer is for any and all of Swiss Re Treasury (US) Corp.’s $500 million outstanding 4.25% senior notes due 2042 (Cusips: 87089HAB9, U7514EAV2) with pricing to be based on the 3.375% U.S. Treasury due Aug. 15, 2042 and a 100 basis points fixed spread. The notes are guaranteed by Swiss Reinsurance Co. Ltd.

Also, Swiss Re America Holding Corp. commenced a capped tender offer. The cap is for up to $500 million total consideration minus the amount paid in the any-and-all offer.

Swiss Re is offering to buy from the following two notes with notes tendered early accepted before notes tendered later, listed in priority order:

• $192,666,000 outstanding 7.75% senior notes due June 15, 2030 (Cusip: 36158FAD2) with pricing to be based on the 4.125% U.S. Treasury due Nov. 15, 2032 and a 120 bps fixed spread; and

• $396,626,000 outstanding 7% senior notes due Feb. 15, 2026 (Cusip: 36158FAA8) with pricing to be based on the 4.125% U.S. Treasury due Oct. 31, 2027 and a 70 bps fixed spread.

In the capped offer, noteholders will be paid an early tender payment of $50 per $1,000 note if they tender their notes by the early deadline, included in the total consideration. Noteholders who tender after the early deadline will not receive the payment.

The purpose of the offers is to proactively manage the Swiss Re Group's debt portfolio and to reduce its future interest expense.

The any-and-all tender offer will expire at 5 p.m. ET on Nov. 22, also the withdrawal deadline. Settlement is planned for Nov. 28.

Pricing for the uncapped offer will take place at 11 a.m. ET on the expiration date.

With the results announcement for the any-and-all offer, the company will announce the capped maximum amount.

The early tender deadline for the capped offer is 5 p.m. ET on Nov. 30, also the withdrawal deadline.

Pricing will take place at 11 a.m. ET on the business day after the early deadline.

Early settlement is planned for Dec. 2.

The capped tender offer will expire at 11:59 p.m. ET on Dec. 14.

Final settlement is planned for Dec. 16.

The dealer managers are BofA Securities, Inc. (+44 20 7996 5420, 888 292-0070, 980 387-3907, DG.LM-EMEA@bofa.com) and J.P. Morgan Securities LLC (866 834-4666, 212 834-4045).

The information and tender agent is D.F. King & Co., Inc. (212 269-5550, 877 478-5045, +44 20 7920 9700, swissre@dfkingltd.com, https://sites.dfkingltd.com/swissre).

Swiss Re is a reinsurance company based in Zurich.

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