On Thursday, May 28, 2009, Allstate Life Insurance Company
(�Allstate Life�), as sponsor of the Allstate Life Global Funding
Medium Term Note Program, announced cash tender offers of the
Allstate Life Global Funding Trusts listed in the table below (the
�Issuing Trusts�) for up to $1.6 billion aggregate principal amount
of outstanding secured medium term notes (the �Securities�) of such
Issuing Trusts. In connection therewith, Allstate Life announced
its agreement to make appropriate early payments under the funding
agreements securing the Securities, which payments will fund such
tender offers. The purpose of the tender offers is to reduce the
amount of outstanding obligations of the Issuing Trusts under the
Securities and Allstate Life�s funding agreement obligations, as
well as the related interest expense. Consistent with their
strategy to maintain financial strength, The Allstate Corporation
and its subsidiaries, including Allstate Life, have continued to
maintain strong liquidity and capital positions. At March 31, 2009,
Allstate Life had approximately $8.9 billion of cash and liquid
investments convertible to cash within one quarter without
generating significant additional net realized capital losses,
which included funds available to prepay its upcoming funding
agreement obligations.
Allstate Life Global Funding Trust � �
CUSIP Number �
Title of Security �
Maturity Date �
Principal
Amount Outstanding �
Maximum Principal Amount to be
Accepted �
Acceptance Priority Level �
Full
Tender Offer Consideration(1) �
Early Tender
Payment (5) �
Late Tender Offer Consideration
(1)
�
Offers for Securities Listed Below: Any and All Offers
2005-4
02003MAK0 $500,000,0004.25% Fixed Rate Notesdue 2010 February 26,
2010 $498,775,000 N/A N/A $1,020.00 N/A N/A 2008-5 02003MBR4
$750,000,000Floating Rate Notesdue 2010 May 21, 2010 $678,000,000
N/A N/A $1,000.00 N/A N/A 2007-7 02003MBD5 $400,000,000Floating
Rate Notesdue 2010 June 25, 2010 $395,000,000 N/A N/A $988.75 N/A
N/A �
Offers for Securities Listed Below: Maximum Tender
Offers 2007-5 02003MBB9 $400,000,000Floating Rate Notesdue 2010
April 30, 2010
$400,000,000 (2)(4) 1 $991.25 $30 $961.25 2008-1 02003MBM5
$250,000,000Floating Rate Notesdue 2010
February 26, 2010
$250,000,000 (3)(4) 2 $1,000.00 $30 $970.00 2007-2 02003MAX2
$250,000,000Floating Rate Notesdue 2010
January 25, 2010
$250,000,000 (3)(4) 3 $996.00 $30 $966.00 2004-5 02003MAE4
$250,000,000Floating Rate Notesdue 2009
September 22, 2009
$250,000,000 (3)(4) 4 $1,000.00 $30 $970.00
(1) Per $1,000 principal amount of Securities that are accepted
for purchase. In the event of acceptance by the Issuing Trusts of
tenders of Securities in denominations less than $1,000 the
applicable consideration will be calculated on a pro rated basis,
rounded to the nearest penny.
(2) The Maximum Principal Amount to be Accepted (as set forth in
the table above) will, in the case of the $400,000,000 Floating
Rate Notes Due 2010, be equal to the difference between
$1,600,000,000 (the �Tender Cap�) and the aggregate principal
amount of Securities purchased by the applicable Issuing Trust
pursuant to the Any and All Offers.
(3) The Maximum Principal Amount to be Accepted will, in the
case of any Series of Securities with a higher numeric Acceptance
Priority Level than the $400,000,000 Floating Rate Notes Due 2010,
be equal to the difference between the Tender Cap and the sum of
(x) the aggregate principal amount of Securities purchased by the
applicable Issuing Trusts pursuant to the Any and All Offers and
(y) the aggregate principal amount of the Securities properly
tendered and accepted for purchase by the applicable Issuing Trusts
with a lower numeric Acceptance Priority Level than such
Series.
(4) If the principal amount of Securities tendered in any
Maximum Tender Offer is greater than the applicable Maximum
Principal Amount to be Accepted, then the Securities of that Series
accepted for purchase will be subject to proration (rounded
downward such that Holders receive Securities in integral multiples
of $1,000) and no Securities with a higher numeric Acceptance
Priority Level will be purchased.
(5) The applicable payment (each, an �Early Tender Payment�) per
$1,000 principal amount of Securities, as per the table above,
payable with respect to Securities that are tendered in the Maximum
Tender Offers prior to 5:00 p.m., New York City time, on June 10,
2009 and accepted for purchase by the applicable Issuing Trust.
The tender offers are being made pursuant to the Offer to
Purchase, dated May 28, 2009, and the related Letter of
Transmittal, dated May 28, 2009, which together set forth a more
detailed description of the tender offers.
The Issuing Trusts are making seven separate tender offers, with
three offers to purchase any and all outstanding Securities of the
Issuing Trusts listed under the heading �Any and All Offers� in the
table above (the �Any and All Offers�) and four offers to purchase
up to the Maximum Principal Amount to be Accepted described below
of the Securities of the Issuing Trusts listed under the heading
�Maximum Tender Offers� in the table above (the �Maximum Tender
Offers�). In the event that any or all of the Any and All Offers is
or are extended, the amount of Securities to be purchased pursuant
to the Maximum Tender Offers will not be determined until such date
as extended.
The Maximum Principal Amount to be Accepted will, in the case of
the $400,000,000 Floating Rate Notes Due 2010 (the �2007-5
Securities�), be equal to the difference between $1.6 billion (the
�Tender Cap�) and the aggregate principal amount of Securities
purchased by the applicable Issuing Trusts pursuant to the Any and
All Offers. The Maximum Principal Amount to be Accepted will, in
the case of any series of Securities with a higher numeric
Acceptance Priority Level than the 2007-5 Securities, be equal to
the difference between the Tender Cap and the sum of (x) the
aggregate principal amount of Securities purchased by the
applicable Issuing Trusts pursuant to the Any and All Offers and
(y) the aggregate principal amount of the Securities properly
tendered and accepted for purchase by the applicable Issuing Trusts
with a lower numeric Acceptance Priority Level than such series. If
the principal amount of Securities tendered in any Maximum Tender
Offer is greater than the applicable Maximum Principal Amount to be
Accepted, then the Securities of that series accepted for purchase
will be subject to proration (rounded downward such that Holders
receive Securities in integral multiples of $1,000) and no
Securities with a higher numeric Acceptance Priority Level will be
purchased.
The Any and All Offers will expire at 5:00 p.m., New York City
time, on June 4, 2009, unless extended. Holders of Securities
subject to the Any and All Offers must validly tender and not
validly withdraw their Securities at or before 5:00 p.m., New York
City time, on June 4, 2009 to receive the applicable Full Tender
Offer Consideration specified in the table above.
The Maximum Tender Offers will expire at 12:00 midnight, New
York City time, on June 24, 2009, unless extended. Holders of
Securities subject to the Maximum Tender Offers must validly tender
and not validly withdraw their Securities at or before 5:00 p.m.,
New York City time, on June 10, 2009, unless extended, to receive
the applicable Full Tender Offer Consideration. Holders of
Securities subject to the Maximum Tender Offers who validly tender
their Securities after 5:00 p.m., New York City time, on June 10,
2009, and at or before 12:00 midnight, New York City time, on June
24, 2009, will receive the applicable Full Tender Offer
Consideration minus the applicable Early Tender Payment described
in footnote 5 to the table above (the Full Tender Offer
Consideration minus the applicable Early Tender Payment, the �Late
Tender Offer Consideration�).
Holders who validly tender and do not validly withdraw their
Securities and whose Securities are accepted for purchase in the
offers will also be paid accrued and unpaid interest on their
Securities from the last interest payment date of such Securities
to, but excluding, the applicable settlement date, payable on the
applicable settlement date.
Tenders of Securities in the Any and All Offers may be validly
withdrawn at any time at or before 5:00 p.m., New York City time,
on June 4, 2009, but not thereafter, except in certain limited
circumstances where additional withdrawal rights are required by
law (as determined by the Issuing Trusts). Tenders of Securities in
the Maximum Tender Offers made at or before 5:00 p.m., New York
City time, on June 10, 2009, may be validly withdrawn at any time
at or before 5:00 p.m., New York City time, on June 10, 2009.
Tenders of Securities in the Maximum Tender Offers after 5:00 p.m.,
New York City time, on June 10, 2009 but at or before 12:00
midnight, New York City time, on June 24, 2009, may not be validly
withdrawn, except in certain limited circumstances where withdrawal
rights are required by law (as determined by the Issuing
Trusts).
The settlement date for each tender offer is expected to be one
business day following the expiration of each offer.
Banc of America Securities LLC and J.P. Morgan Securities Inc.
have been retained to serve as dealer-managers for the offers.
Global Bondholder Services Corporation will be acting as the
Depositary and Information Agent.
For additional information regarding the terms of the tender
offers please contact: Banc of America Securities LLC at (888)
292-0070 (toll free) or (980) 388-4603 (collect) and J.P. Morgan
Securities Inc. at (866) 834-4666 (toll free) or (212) 834-3424
(collect). Requests for documents and questions regarding the
tendering of Securities may be directed to Global Bondholder
Services Corporation at (866) 952-2200 (toll free) or (212)
430-3774 (collect).
The obligation of the Issuing Trusts to accept any Securities
tendered and to pay the applicable consideration for them is set
forth solely in the Offer to Purchase and related Letter of
Transmittal. This press release is not an offer to purchase or a
solicitation of acceptance of the tender offers. The Issuing Trusts
may amend, extend or, subject to certain conditions, terminate the
tender offers.
Allstate Life was organized in 1957 as a stock life insurance
company under the laws of the State of Illinois. Allstate Life,
together with its subsidiaries, provides life insurance, retirement
and investment products for individual and institutional customers.
It conducts substantially all of its operations directly or through
wholly owned United States subsidiaries. Allstate Life is a wholly
owned subsidiary of Allstate Insurance Company, a stock
property-liability insurance company organized under the laws of
the State of Illinois. All of the outstanding stock of Allstate
Insurance Company is owned by Allstate Insurance Holdings, LLC,
which is wholly owned by The Allstate Corporation, a publicly owned
holding company incorporated under the laws of the State of
Delaware. In this section we refer to The Allstate Corporation and
its consolidated subsidiaries as �Allstate.�
The Allstate Corporation is the largest publicly held personal
lines insurer in the United States. Widely known through the
�You�re In Good Hands With Allstate�� slogan, Allstate is
reinventing protection and retirement to help individuals in
approximately 17 million households protect what they have today
and better prepare for tomorrow. Customers can access Allstate
products and services such as auto insurance and homeowners
insurance through approximately 14,700 exclusive Allstate agencies
and financial representatives in the United States and Canada, or
in select states at www.allstate.com and 1-800 Allstate�.
Encompass� Insurance brand property and casualty products are sold
exclusively through independent agents. The Allstate Financial
Group provides life insurance, supplemental accident and health
insurance, annuity, banking and retirement products designed for
individual, institutional and worksite customers that are
distributed through Allstate agencies, independent agencies,
financial institutions and broker-dealers. Customers can also
access information about Allstate Financial Group products and
services at www.myallstatefinancial.com.
This release contains forward-looking statements within the
meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. The forward-looking statements
involve estimates, projections, goals, forecasts, assumptions, risk
and uncertainties that could cause actual results or outcomes to
differ materially from those expressed in the forward-looking
statements. Any forward-looking statement is based on information
current as of the date of this press release and speaks only as of
the date on which such statement is made, and no obligation is
undertaken to update any forward-looking statement or statements to
reflect events or circumstances after the date on which such
statement is made.
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