Welcome!

Agile Computing Authors: Carmen Gonzalez, Liz McMillan, Elizabeth White, Jeev Trika, Pavan Kumar

News Feed Item

Farmers Insurance Exchange, Fire Insurance Exchange and Truck Insurance Exchange Announce Revisions to the Terms of its Previously Announced Cash Tender Offer

LOS ANGELES, Oct. 21, 2013 /PRNewswire/ -- Farmers Insurance Exchange, Fire Insurance Exchange and Truck Insurance Exchange (collectively, the "Exchanges") today announced that they had revised the terms of their previously announced cash tender offer for up to the Maximum Tender Amount (as defined below) of Farmers Exchange Capital's outstanding 7.05% Trust Surplus Note Securities (the "7.05% Trust Notes") and 7.20% Trust Surplus Note Securities (the "7.20% Trust Notes" and, together with the 7.05% Trust Notes, the "Trust Notes") in the priority set forth in the table below.   The "Maximum Tender Amount" is equal to $550.0 million aggregate liquidation amount of Trust Notes less the aggregate principal amount of 8.625% Surplus Notes due 2024 (the "2024 Notes" and, together with the Trust Notes, the "Notes") accepted for purchase by Farmers Insurance Exchange pursuant to Farmers Insurance Exchange's previously announced cash tender offer for any and all of its outstanding 2024 Notes.  The "Tender Offers" refer, collectively, to Farmers Insurance Exchange's offer to purchase the 2024 Notes and the Exchanges' offer to purchase the Trust Notes.

(Logo: http://photos.prnewswire.com/prnh/20130731/LA56061LOGO)

The Tender Offers are being made pursuant to an Offer to Purchase dated October 9, 2013 (the "Offer to Purchase"), which sets forth a more detailed description of the Tender Offers. 

The Exchanges announced today that they are revising the fixed spread that will be used in determining the consideration for the 7.05% Trust Notes.

The following table reflects the revised pricing terms for the Tender Offers.

2024 Notes Tender Offer








Title of Security


CUSIP Numbers


Principal Amount Outstanding


Reference
Treasury
Security


Bloomberg
Reference
Page(1)


Fixed Spread
(basis points)


Early Tender
Premium(2)


 

Hypothetical
Total
Consideration(5)

8.625% Surplus Notes due 2024


309601AA0

U3135PAA1


$300,000,000


2.500% U.S. Treasury Note due August 15, 2023


FIT1


185


$50


$1,343.86

 

Trust Notes Tender Offer

Priority Level


Title of Security


CUSIP Numbers


Liquidation Amount Outstanding(3)


Reference Treasury Security


Bloomberg Reference Page(1)


Fixed Spread (basis points)


Early Tender

Premium(4)


Hypothetical Total Consideration(5)

1


7.05% Trust Surplus Note Securities


309588AC5
U31359AB5


$500,000,000


2.500% U.S. Treasury Note due August 15, 2023


FIT1


215


$50


$1,237.86


















2


7.20% Trust Surplus Note Securities


309588AE1


$150,000,000


2.875% U.S. Treasury Note due May 15, 2043


FIT1


240


$50


$1,154.12


_________________

(1)

The applicable page on Bloomberg from which the Dealer Managers will quote the bid side prices of the applicable Reference Treasury Security.

(2)

Per $1,000.00 principal amount of 2024 Notes validly tendered before 5:00 p.m., New York City time, on October 23, 2013, not validly withdrawn and accepted for purchase.

(3)

Liquidation amount $1,000 per Trust Note.

(4)

Per $1,000.00 liquidation amount of Trust Notes validly tendered before 5:00 p.m., New York City time, on October 23, 2013, not validly withdrawn and accepted for purchase.

(5)

Based on the yield to maturity of the applicable Reference Treasury Security at 2:00 p.m., New York City time, on October 8, 2013, and assumes a Settlement Date of November 8, 2013.

Aside from the revision to the fixed spread for the 7.05% Trust Notes, all other terms of the Tender Offers are unchanged.

The Tender Offers are scheduled to expire at Midnight, New York City time, on November 6, 2013, unless extended or earlier terminated with respect to any series of Notes.  Holders must validly tender and not withdraw their notes before 5:00 p.m., New York City time, on October 23, 2013, unless extended with respect to any series of Notes, to receive the applicable total consideration, which includes an early tender payment of $50 per $1,000 principal or liquidation amount, as applicable, of Notes accepted for purchase (the "Total Consideration").  Holders who validly tender their Notes after 5:00 p.m., New York City time, on October 23, 2013, unless extended with respect to any series of Notes, but before the offer expires, will only receive the tender offer consideration, which is the Total Consideration minus $50 per $1,000 principal or liquidation amount, as applicable, of Notes tendered and accepted for purchase (the "Tender Offer Consideration").

A tender of Notes may be validly withdrawn at any time up to 5:00 p.m., New York City time, on October 23, 2013, unless extended with respect to any series of Notes, but not thereafter.

The Total Consideration for each $1,000 principal or liquidation amount, as applicable, of Notes validly tendered and accepted for purchase pursuant to the Tender Offers will be determined in the manner described in the Offer to Purchase by reference to the fixed spread over the yield to maturity of the applicable U.S. Treasury Security specified for each series of Notes on the cover page of the Offer to Purchase, as calculated by the Dealer Managers at 2:00 p.m., New York City time, on October 24, 2013, unless extended with respect to any series of Notes, as shown in the table above.

In addition to the Total Consideration or the Tender Offer Consideration, as applicable, holders whose Notes are accepted for purchase will receive accrued and unpaid interest or accumulated and unpaid distributions, as applicable, up to, but not including, the settlement date, which is expected to occur promptly following the expiration of the Tender Offers.

The Tender Offers are subject to the satisfaction or waiver of certain conditions set forth in the Offer to Purchase.  In particular, the Tender Offers are conditioned on the completion of one or more financing transactions on terms reasonably satisfactory to the Exchanges resulting in the issuance of surplus notes by the Exchanges in an aggregate principal amount of no less than $350 million and receipt of the requisite regulatory approvals related thereto.  If any of these conditions are not satisfied, none of the Exchanges would be required to purchase any of the Notes tendered.  The proceeds from such surplus note issuance, together with cash on hand, would fund the cash required to purchase the Notes validly tendered and accepted for purchase. 

The complete terms and conditions of the offer are set forth in the Offer to Purchase.  Holders of the Notes are urged to read these documents carefully before making any decision with respect to the Tender Offers.

Questions regarding the Tender Offers may be directed to the Dealer Managers, Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect), or RBS Securities Inc. at (203) 897-6145 (collect) or (877) 297-9832 (toll-free).  Requests for documents may be directed to Global Bondholder Services Corporation, the information agent and depositary for the Tender Offers, at (212) 430-3774 (for banks and brokers) or (866) 807-2200 (toll-free).

This press release is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell with respect to the Notes, nor is this press release an offer to sell, a solicitation to buy or an offer to purchase or sell any securities.  The Tender Offers are being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.

About the Exchanges

The Exchanges are three reciprocal insurers owned by their policyholders, and together with their subsidiaries and affiliates comprise the Farmers Insurance Group of Companies®.  The Farmers Insurance Group of Companies is the country's fourth largest insurance group offering both personal lines passenger automobile and homeowners insurance and is a leading insurer of small businesses in the United States, and also provides a wide range of other insurance and financial services products.  Farmers is proud to serve more than 10 million households with approximately 19.9 million individual policies across all 50 states through the efforts of over 50,000 exclusive and independent agents.  Farmers Group, Inc. and its subsidiaries, in their capacity as attorneys-in-fact, provide administrative and management services to the Exchanges.  "Farmers®" is a trade name of the Exchanges and their subsidiaries and affiliates.

For more information about Farmers, visit its Web site at www.farmers.com or at www.Facebook.com/FarmersInsurance.

For questions specific to the Exchanges, please contact Mark Toohey at [email protected] or 805.907.2216.

SOURCE Farmers Insurance

More Stories By PR Newswire

Copyright © 2007 PR Newswire. All rights reserved. Republication or redistribution of PRNewswire content is expressly prohibited without the prior written consent of PRNewswire. PRNewswire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

@ThingsExpo Stories
As cloud and storage projections continue to rise, the number of organizations moving to the cloud is escalating and it is clear cloud storage is here to stay. However, is it secure? Data is the lifeblood for government entities, countries, cloud service providers and enterprises alike and losing or exposing that data can have disastrous results. There are new concepts for data storage on the horizon that will deliver secure solutions for storing and moving sensitive data around the world. ...
Join us at Cloud Expo | @ThingsExpo 2016 – June 7-9 at the Javits Center in New York City and November 1-3 at the Santa Clara Convention Center in Santa Clara, CA – and deliver your unique message in a way that is striking and unforgettable by taking advantage of SYS-CON's unmatched high-impact, result-driven event / media packages.
In his keynote at 18th Cloud Expo, Andrew Keys, Co-Founder of ConsenSys Enterprise, will provide an overview of the evolution of the Internet and the Database and the future of their combination – the Blockchain. Andrew Keys is Co-Founder of ConsenSys Enterprise. He comes to ConsenSys Enterprise with capital markets, technology and entrepreneurial experience. Previously, he worked for UBS investment bank in equities analysis. Later, he was responsible for the creation and distribution of life ...
SYS-CON Events announced today that IBM Cloud Data Services has been named “Bronze Sponsor” of SYS-CON's 18th Cloud Expo, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. IBM Cloud Data Services offers a portfolio of integrated, best-of-breed cloud data services for developers focused on mobile computing and analytics use cases.
SYS-CON Events announced today that Super Micro Computer, Inc., a global leader in Embedded and IoT solutions, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. Supermicro (NASDAQ: SMCI), the leading innovator in high-performance, high-efficiency server technology, is a premier provider of advanced server Building Block Solutions® for Data Center, Cloud Computing, Enterprise IT, Hadoop/Big Data, HPC and ...
18th Cloud Expo, taking place June 7-9, 2016, at the Javits Center in New York City, NY, will feature technical sessions from a rock star conference faculty and the leading industry players in the world. Cloud computing is now being embraced by a majority of enterprises of all sizes. Yesterday's debate about public vs. private has transformed into the reality of hybrid cloud: a recent survey shows that 74% of enterprises have a hybrid cloud strategy. Meanwhile, 94% of enterprises are using some...
Cloud computing delivers on-demand resources that provide businesses with flexibility and cost-savings. The challenge in moving workloads to the cloud has been the cost and complexity of ensuring the initial and ongoing security and regulatory (PCI, HIPAA, FFIEC) compliance across private and public clouds. Manual security compliance is slow, prone to human error, and represents over 50% of the cost of managing cloud applications. Determining how to automate cloud security compliance is critical...
SYS-CON Events announced today that MobiDev will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. MobiDev is a software company that develops and delivers turn-key mobile apps, websites, web services, and complex software systems for startups and enterprises. Since 2009 it has grown from a small group of passionate engineers and business managers to a full-scale mobile software company with over 200 develope...
SoftLayer operates a global cloud infrastructure platform built for Internet scale. With a global footprint of data centers and network points of presence, SoftLayer provides infrastructure as a service to leading-edge customers ranging from Web startups to global enterprises. SoftLayer's modular architecture, full-featured API, and sophisticated automation provide unparalleled performance and control. Its flexible unified platform seamlessly spans physical and virtual devices linked via a world...
SYS-CON Events announced today that BMC Software has been named "Siver Sponsor" of SYS-CON's 18th Cloud Expo, which will take place on June 7-9, 2015 at the Javits Center in New York, New York. BMC is a global leader in innovative software solutions that help businesses transform into digital enterprises for the ultimate competitive advantage. BMC Digital Enterprise Management is a set of innovative IT solutions designed to make digital business fast, seamless, and optimized from mainframe to mo...
"What we see what happens when you have a completely networked society and the potential to now drive the value creation and the collaboration and the ecosystems that are possible when you start to be able to connect people and industries together in ways that have never been possible before," explained Esmeralda Swartz, VP of Marketing Enterprise & Cloud at Ericsson, in this SYS-CON.tv interview at @ThingsExpo, held November 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA.
Companies can harness IoT and predictive analytics to sustain business continuity; predict and manage site performance during emergencies; minimize expensive reactive maintenance; and forecast equipment and maintenance budgets and expenditures. Providing cost-effective, uninterrupted service is challenging, particularly for organizations with geographically dispersed operations.
The Internet of Things (IoT) is growing rapidly by extending current technologies, products and networks. By 2020, Cisco estimates there will be 50 billion connected devices. Gartner has forecast revenues of over $300 billion, just to IoT suppliers. Now is the time to figure out how you’ll make money – not just create innovative products. With hundreds of new products and companies jumping into the IoT fray every month, there’s no shortage of innovation. Despite this, McKinsey/VisionMobile data...
The IoTs will challenge the status quo of how IT and development organizations operate. Or will it? Certainly the fog layer of IoT requires special insights about data ontology, security and transactional integrity. But the developmental challenges are the same: People, Process and Platform. In his session at @ThingsExpo, Craig Sproule, CEO of Metavine, will demonstrate how to move beyond today's coding paradigm and share the must-have mindsets for removing complexity from the development proc...
SYS-CON Events announced today TechTarget has been named “Media Sponsor” of SYS-CON's 18th International Cloud Expo, which will take place on June 7–9, 2016, at the Javits Center in New York City, NY, and the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. TechTarget is the Web’s leading destination for serious technology buyers researching and making enterprise technology decisions. Its extensive global networ...
SYS-CON Events announced today that MangoApps will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. MangoApps provides modern company intranets and team collaboration software, allowing workers to stay connected and productive from anywhere in the world and from any device. For more information, please visit https://www.mangoapps.com/.
SYS-CON Events announced today that Commvault, a global leader in enterprise data protection and information management, has been named “Bronze Sponsor” of SYS-CON's 18th International Cloud Expo, which will take place on June 7–9, 2016, at the Javits Center in New York City, NY, and the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Commvault is a leading provider of data protection and information management...
The essence of data analysis involves setting up data pipelines that consist of several operations that are chained together – starting from data collection, data quality checks, data integration, data analysis and data visualization (including the setting up of interaction paths in that visualization). In our opinion, the challenges stem from the technology diversity at each stage of the data pipeline as well as the lack of process around the analysis.
SYS-CON Events announced today that Alert Logic, Inc., the leading provider of Security-as-a-Service solutions for the cloud, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. Alert Logic, Inc., provides Security-as-a-Service for on-premises, cloud, and hybrid infrastructures, delivering deep security insight and continuous protection for customers at a lower cost than traditional security solutions. Ful...
A strange thing is happening along the way to the Internet of Things, namely far too many devices to work with and manage. It has become clear that we'll need much higher efficiency user experiences that can allow us to more easily and scalably work with the thousands of devices that will soon be in each of our lives. Enter the conversational interface revolution, combining bots we can literally talk with, gesture to, and even direct with our thoughts, with embedded artificial intelligence, wh...