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Massachusetts Mutual Life Insurance Company Announces Early Results and Pricing Terms of its Cash Tender Offer for Certain Surplus Notes

SPRINGFIELD, Mass., March 17, 2017 /PRNewswire/ -- Massachusetts Mutual Life Insurance Company ("MassMutual") announced today the early tender results and pricing terms of its previously announced cash tender offer (the "Tender Offer") for up to $350,000,000 combined aggregate principal amount (the "Maximum Tender Amount") of its 8⅞% Surplus Notes due 2039, 7⅝% Surplus Notes due 2023, and 7½% Surplus Notes due 2024 (collectively, the "Notes," and each, a "Series" of Notes).

The Tender Offer is being made by MassMutual upon the terms and subject to the conditions set forth in its Offer to Purchase, dated March 3, 2017 (the "Offer to Purchase"), which sets forth a complete description of the terms of the Tender Offer. As described in the Offer to Purchase, we reserve the right, subject to applicable law, to, among other things, increase the Maximum Tender Amount and thereby increase the aggregate principal amount of Notes that may be accepted for purchase pursuant to the Tender Offer.

As of 5:00 p.m., New York City time, on March 16, 2017 (the "Early Tender Deadline"), the principal amount of each Series of Notes listed in the table below had been validly tendered and not validly withdrawn.  The withdrawal deadline of 5:00 p.m., New York City time, on March 16, 2017 (the "Withdrawal Deadline") has passed and, accordingly, Notes validly tendered in the Tender Offer may no longer be withdrawn except where additional withdrawal rights are required by law.

The reference yields for the Tender Offer were determined by the Joint Lead Dealer Managers (identified below) at 2:00 p.m., New York City time, today. The consideration to be paid in the Tender Offer for each Series of Notes is based on the applicable reference yield plus a fixed spread, as set forth in the table below. Holders who validly tendered and did not validly withdraw Notes at or prior to the Early Tender Deadline that are accepted for purchase will receive the applicable Total Consideration per $1,000 principal amount of Notes accepted for purchase, as set forth in the table below, which includes an early tender premium of $50.00 per $1,000 principal amount of Notes accepted for purchase (the "Early Tender Premium"). Holders whose Notes are accepted for purchase pursuant to the Tender Offer will also receive accrued and unpaid interest on their purchased Notes from the last interest payment date for such Notes to, but excluding, the applicable settlement date.

 

Title of Security

CUSIP
Number

Acceptance
Priority
Level

Principal Amount Tendered(1)

Reference
U.S. Treasury
Security

Bloomberg Reference
Page

Fixed Spread (basis points)

Reference Yield

Total
Consideration(2)(3)(4)

8⅞% Surplus Notes
due 2039

575767AG3/
U57576AC1

1

$629,577,000

2.875% due 11/15/46

PX1

 135 bps

3.114%

$1,616.97

7⅝% Surplus Notes due 2023

575767AB4

2

$72,747,000

2.250% due 02/15/27

PX1

 70 bps

2.495%

$1,235.74

7½% Surplus Notes due 2024

575767AD0

3

$31,685,000

2.250% due 02/15/27

PX1

 75 bps

2.495%

$1,236.33










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(1) As reported by D.F. King & Co., Inc., the Tender Agent and Information Agent for the Tender Offer.

(2) Per $1,000 principal amount of Notes.

(3) In addition, holders will receive accrued and unpaid interest to, but excluding, the applicable settlement date.

(4) Includes the Early Tender Premium of $50.00 per $1,000 principal amount of Notes.

 

The Tender Offer will expire at 12:00 midnight, New York City time, at the end of March 30, 2017, unless extended upon the terms and subject to the conditions set forth in the Offer to Purchase. Assuming the conditions to the Tender Offer are satisfied or waived, MassMutual expects that settlement for Notes validly tendered and not validly withdrawn at or before the Early Tender Deadline and accepted for purchase will be on March 24, 2017.

The obligation of MassMutual to accept for purchase, and to pay for, any Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Tender Offer is conditioned upon the satisfaction or waiver of the conditions described in the Offer to Purchase under the heading "Terms of the Tender Offer—Conditions to the Tender Offer" including, among other things, MassMutual having raised net proceeds through one or more issuances of surplus notes in the capital markets, on terms reasonably satisfactory to MassMutual, sufficient to purchase all Notes validly tendered (and not validly withdrawn) and accepted for purchase by MassMutual in the Tender Offer and to pay accrued interest and all fees and expenses in connection with the Tender Offer, in accordance with the terms of the financing condition more fully described in the Offer to Purchase. 

This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation, or sale would be unlawful. The Tender Offer is being made solely pursuant to the terms and conditions set forth in the Offer to Purchase.

Morgan Stanley & Co. LLC and Citigroup Global Markets Inc. are serving as Joint Lead Dealer Managers for the Tender Offer.   Questions regarding the Tender Offer may be directed to Morgan Stanley & Co. LLC at (800) 624-1808 (toll free) or (212) 761-1057 (collect) and to Citigroup Global Markets Inc. at (800) 558-3745 (toll free) or (212) 723-6106 (collect). Requests for the Offer to Purchase may be directed to D.F. King & Co., Inc., which is acting as Tender Agent and Information Agent for the Tender Offer, at the following telephone numbers: banks and brokers, (212) 269-5550; all others toll free at (866) 864-7964 or email at mmutual@dfking.com.

Cautionary Statement Regarding Forward-Looking Information

This press release contains forward-looking statements. Such statements include statements regarding the belief or current expectations of MassMutual concerning its future financial condition and results of operations. Holders of Notes are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those in the forward-looking statements as a result of various factors. The information in the Offer to Purchase identifies important factors that could cause such differences.

About MassMutual

MassMutual is a leading mutual life insurance company that is run for the benefit of its members and participating policyowners. MassMutual offers a wide range of financial products and services, including life insurance, disability income insurance, long term care insurance, annuities, retirement plans and other employee benefits. For more information, visit www.massmutual.com.

MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company and its affiliated companies and sales representatives.

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