The Hartford announced today that it has commenced a cash tender
offer (the “Tender Offer”) for any and all of the outstanding
aggregate principal amount of (1) the 5.125% Senior Notes due 2022
(the “Hartford Notes”) issued by The Hartford and (2) the 5.75%
Senior Notes due 2023 (the “Navigators Notes” and together with the
Hartford Notes, the “Notes”) issued by The Navigators Group, Inc.
(“Navigators”). A separate offer is being made for each of the two
series of Notes. Navigators is a wholly-owned subsidiary of The
Hartford.
Title of Security
CUSIP / ISIN Number
Principal Amount
Outstanding
Reference U.S. Treasury
Security
Bloomberg Reference
Page(3)
Fixed Spread (basis
points)
5.125% Senior Notes due
2022(1)
416518AB4 / US416518AB42
$800,000,000
2.250% UST due 4/15/2022
PX5
45
5.75% Senior Notes due
2023(2)
638904AB8 / US638904AB84
$265,000,000
2.875% UST due 9/30/2023
PX6
50
(1) The Hartford Notes are obligations of
The Hartford.
(2) The Navigators Notes are obligations
of Navigators and are not guaranteed by any other entity, including
The Hartford.
(3) The applicable page on Bloomberg from
which the Dealer Managers (as defined below) will quote the bid
side prices of the applicable Reference U.S. Treasury Security.
The Tender Offer is being made pursuant to an Offer to Purchase,
dated August 8, 2019 (the “Offer to Purchase”), and a related
Letter of Transmittal and Notice of Guaranteed Delivery, which set
forth the terms and conditions of the Tender Offer.
The Tender Offer is scheduled to expire at 5:00 p.m., New York
City time, on August 14, 2019, unless extended (such date and time,
as the same may be extended, the “Expiration Time”). Holders must
validly tender and not validly withdraw their Notes before the
Expiration Time to be eligible to receive the consideration for the
applicable series of Notes.
The consideration for each series of Notes per each $1,000
principal amount of Notes validly tendered and accepted for payment
pursuant to the Tender Offer will be determined in the manner
described in the Offer to Purchase by reference to the applicable
fixed spread specified for the series in the table above over the
yield based on the bid side price of the applicable U.S. Treasury
Security specified above for such series of Notes, as calculated by
the Dealer Managers at 11:00 a.m. New York City time on August 14,
2019. Holders whose Notes are purchased will also receive accrued
and unpaid interest thereon from the applicable last interest
payment date to, but not including, the settlement date.
The Tender Offer is conditioned upon the satisfaction of certain
conditions, including the receipt of proceeds sufficient to fund
the aggregate consideration (excluding accrued interest) for all
Notes validly tendered and not validly withdrawn, from one or more
debt capital markets issuances by The Hartford on terms reasonably
satisfactory to The Hartford. Neither offer is conditioned upon any
minimum amount of Notes being tendered or the consummation of the
other offer. Each offer may be extended, terminated, or withdrawn
separately.
Assuming that one or more such debt capital markets issuances is
completed, The Hartford and Navigators currently intend to issue on
August 19, 2019 notices of redemption in respect of their
respective series of Notes. As of the time of this press release,
The Hartford and Navigators have the right, but not the obligation,
to redeem such Notes, and there can be no assurance that this
redemption will occur. This press release does not constitute a
notice of redemption under the respective indentures governing the
Notes. Any such notice, if made, will only be made in accordance
with the provisions of the applicable indenture.
The Hartford has retained Credit Suisse Securities (USA) LLC and
J.P. Morgan Securities LLC to serve as the dealer managers for the
Tender Offer (the “Dealer Managers”). Credit Suisse Securities
(USA) LLC may be contacted at (800) 820-1653 (toll free) or (212)
538-2147 and J.P. Morgan Securities LLC may be contacted at (866)
834-4666 (toll free) or (212) 834-8553.
The Hartford has retained D.F. King & Co., Inc. to serve as
the tender agent and information agent for the Tender Offer.
The Tender Offer is being made pursuant to the terms and
conditions contained in the Offer to Purchase, Letter of
Transmittal and Notice of Guaranteed Delivery, copies of which may
be obtained from D.F. King & Co., Inc. by telephone at (800)
814-8954 (toll-free) or for banks and brokers, at (212) 269-5550
(Banks and Brokers Only) or by email at hig@dfking.com.
Copies of the Offer to Purchase, Letter of Transmittal and
Notice of Guaranteed Delivery are also available at the following
web address: www.dfking.com/hig.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell any Notes in the Tender Offer. In
addition, this press release is not an offer to sell or the
solicitation of an offer to buy any securities issued in connection
with any debt capital markets issuance.
About The Hartford
The Hartford is a leader in property and casualty insurance,
group benefits and mutual funds. With more than 200 years of
expertise, The Hartford is widely recognized for its service
excellence, sustainability practices, trust and integrity.
The Hartford Financial Services Group, Inc. (NYSE: HIG) operates
through its subsidiaries under the brand name, The Hartford, and is
headquartered in Hartford, Connecticut.
Forward Looking Statements
Some of the statements in this release may be considered
forward-looking statements as defined in the Private Securities
Litigation Reform Act of 1995, including statements regarding the
conduct and consummation of the Tender Offer, any debt capital
markets issuance and the potential redemption of the Notes. We
caution investors that these forward-looking statements are not
guarantees of future performance, and actual results may differ
materially. Investors should consider the important risks and
uncertainties that may cause actual results to differ. These
important risks and uncertainties include those discussed in our
2018 Annual Report on Form 10-K, subsequent Quarterly Reports on
Forms 10-Q, and the other filings we make with the Securities and
Exchange Commission. We assume no obligation to update such forward
looking statements or this release, which speaks as of the date
issued.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190808005485/en/
Media Matthew Sturdevant 860-547-8664
matthew.sturdevant@thehartford.com
Investors Sabra Purtill, CFA 860-547-8691
sabra.purtill@thehartford.com
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