Promerica posts early results of tender offer for 9.7% notes due 2024

By Wendy Van Sickle

Columbus, Ohio, Aug. 7 – Promerica Financial Corp. received tenders of and consents from holders of $112,328,000 principal amount of notes by the early deadline of its tender offer for any and all of the $200 million of outstanding 9.7% notes due 2024 (ISINs: US74348BAA98, USP7922BAA63), according to a press release.

Holders who tendered their notes by the early deadline of 5 p.m. ET on Aug. 4, which was also the withdrawal deadline, will receive $1,024.25 per $1,000 principal amount of notes, which includes an early tender premium of $30 per $1,000 principal of notes.

Those who tender after the early deadline will only receive $994.25 per $1,000 principal amount of notes.

Accrued interest will also be paid, as well as additional amounts with respect to any withholding tax.

Notes accepted for purchase will be retired and canceled.

There will be no proration of any tendered notes.

Promerica is also conducting a related consent solicitation to adopt an amendment to the notes’ indenture and to the execution by the company and the trustee of a supplemental indenture effecting the amendment. The company received tenders from holders of 56.16% of the notes by the early deadline, which meets the majority consents needed under the consent bid.

Holders may not tender their notes without delivering their consent and tendering noteholders are deemed to have consented.

No separate consent payment or fee is being offered or will be paid.

The offer is subject to terms and conditions, including the bank consent condition and the financing condition.

The offer expires at 5 p.m. ET on Aug. 21.

Early settlement is expected for Aug. 10 with final settlement being two business days after the expiration of the offer.

The offer was announced on July 24.

Promerica has retained BofA Securities, Inc. and J.P. Morgan Securities LLC to act as dealer managers for the offer.

Global Bondholder Services Corp. is the depositary and information agent.

Bank of New York Mellon is the trustee, registrar, transfer agent and paying agent.

TMF Group New York, LLC is the collateral agent, and the Bank of New York Mellon SA/NV, Luxembourg Branch is the Luxembourg transfer agent and paying agent.

Promerica intends to fund the offer, including accrued interest and fees and expenses, with the net proceeds of its separately announced proposed offering of debt securities.

Promerica is a financial services company based in Panama City, Panama.

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