Click here to close now.



Welcome!

Agile Computing Authors: Sanjay Zalavadia, Stefano Stabellini, Kevin Benedict, Harry Trott, Xenia von Wedel

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
Cognitive Computing is becoming the foundation for a new generation of solutions that have the potential to transform business. Unlike traditional approaches to building solutions, a cognitive computing approach allows the data to help determine the way applications are designed. This contrasts with conventional software development that begins with defining logic based on the current way a business operates. In her session at 18th Cloud Expo, Judith S. Hurwitz, President and CEO of Hurwitz & ...
In his general session at 18th Cloud Expo, Lee Atchison, Principal Cloud Architect and Advocate at New Relic, discussed cloud as a ‘better data center’ and how it adds new capacity (faster) and improves application availability (redundancy). The cloud is a ‘Dynamic Tool for Dynamic Apps’ and resource allocation is an integral part of your application architecture, so use only the resources you need and allocate /de-allocate resources on the fly.
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...
19th Cloud Expo, taking place November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, 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 enterpri...
SYS-CON Events announced today that Bsquare has been named “Silver Sponsor” of SYS-CON's @ThingsExpo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. For more than two decades, Bsquare has helped its customers extract business value from a broad array of physical assets by making them intelligent, connecting them, and using the data they generate to optimize business processes.
Internet of @ThingsExpo, taking place November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 19th Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The Internet of Things (IoT) is the most profound change in personal and enterprise IT since the creation of the Worldwide Web more than 20 years ago. All major researchers estimate there will be tens of billions devices - comp...
There is little doubt that Big Data solutions will have an increasing role in the Enterprise IT mainstream over time. Big Data at Cloud Expo - to be held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA - has announced its Call for Papers is open. Cloud computing is being adopted in one form or another by 94% of enterprises today. Tens of billions of new devices are being connected to The Internet of Things. And Big Data is driving this bus. An exponential increase is...
Machine Learning helps make complex systems more efficient. By applying advanced Machine Learning techniques such as Cognitive Fingerprinting, wind project operators can utilize these tools to learn from collected data, detect regular patterns, and optimize their own operations. In his session at 18th Cloud Expo, Stuart Gillen, Director of Business Development at SparkCognition, discussed how research has demonstrated the value of Machine Learning in delivering next generation analytics to imp...
The 19th International Cloud Expo has announced that its Call for Papers is open. Cloud Expo, to be held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, brings together Cloud Computing, Big Data, Internet of Things, DevOps, Digital Transformation, Microservices and WebRTC to one location. With cloud computing driving a higher percentage of enterprise IT budgets every year, it becomes increasingly important to plant your flag in this fast-expanding business opportuni...
Cloud computing is being adopted in one form or another by 94% of enterprises today. Tens of billions of new devices are being connected to The Internet of Things. And Big Data is driving this bus. An exponential increase is expected in the amount of information being processed, managed, analyzed, and acted upon by enterprise IT. This amazing is not part of some distant future - it is happening today. One report shows a 650% increase in enterprise data by 2020. Other estimates are even higher....
The cloud market growth today is largely in public clouds. While there is a lot of spend in IT departments in virtualization, these aren’t yet translating into a true “cloud” experience within the enterprise. What is stopping the growth of the “private cloud” market? In his general session at 18th Cloud Expo, Nara Rajagopalan, CEO of Accelerite, explored the challenges in deploying, managing, and getting adoption for a private cloud within an enterprise. What are the key differences between wh...
Internet of @ThingsExpo, taking place November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with the 19th International Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world and ThingsExpo Silicon Valley Call for Papers is now open.
It is one thing to build single industrial IoT applications, but what will it take to build the Smart Cities and truly society changing applications of the future? The technology won’t be the problem, it will be the number of parties that need to work together and be aligned in their motivation to succeed. In his Day 2 Keynote at @ThingsExpo, Henrik Kenani Dahlgren, Portfolio Marketing Manager at Ericsson, discussed how to plan to cooperate, partner, and form lasting all-star teams to change t...
Connected devices and the industrial internet are growing exponentially every year with Cisco expecting 50 billion devices to be in operation by 2020. In this period of growth, location-based insights are becoming invaluable to many businesses as they adopt new connected technologies. Knowing when and where these devices connect from is critical for a number of scenarios in supply chain management, disaster management, emergency response, M2M, location marketing and more. In his session at @Th...
SYS-CON Events announced today that ReadyTalk, a leading provider of online conferencing and webinar services, has been named Vendor Presentation Sponsor at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. ReadyTalk delivers audio and web conferencing services that inspire collaboration and enable the Future of Work for today’s increasingly digital and mobile workforce. By combining intuitive, innovative tec...
Amazon has gradually rolled out parts of its IoT offerings, but these are just the tip of the iceberg. In addition to optimizing their backend AWS offerings, Amazon is laying the ground work to be a major force in IoT - especially in the connected home and office. In his session at @ThingsExpo, Chris Kocher, founder and managing director of Grey Heron, explained how Amazon is extending its reach to become a major force in IoT by building on its dominant cloud IoT platform, its Dash Button strat...
In his keynote at 18th Cloud Expo, Andrew Keys, Co-Founder of ConsenSys Enterprise, provided 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 sett...
There are several IoTs: the Industrial Internet, Consumer Wearables, Wearables and Healthcare, Supply Chains, and the movement toward Smart Grids, Cities, Regions, and Nations. There are competing communications standards every step of the way, a bewildering array of sensors and devices, and an entire world of competing data analytics platforms. To some this appears to be chaos. In this power panel at @ThingsExpo, moderated by Conference Chair Roger Strukhoff, Bradley Holt, Developer Advocate a...
industrial company for a multi-year contract initially valued at over $4.0 million. In addition to DataV software, Bsquare will also provide comprehensive systems integration, support and maintenance services. DataV leverages advanced data analytics, predictive reasoning, data-driven diagnostics, and automated orchestration of remediation actions in order to improve asset uptime while reducing service and warranty costs.
Vidyo, Inc., has joined the Alliance for Open Media. The Alliance for Open Media is a non-profit organization working to define and develop media technologies that address the need for an open standard for video compression and delivery over the web. As a member of the Alliance, Vidyo will collaborate with industry leaders in pursuit of an open and royalty-free AOMedia Video codec, AV1. Vidyo’s contributions to the organization will bring to bear its long history of expertise in codec technolo...