RICHMOND, Va., Sept. 12, 2019 /PRNewswire/ -- Markel Corporation
(NYSE:MKL) ("Markel") announced today that Markel and its
wholly-owned subsidiary, Alterra Finance LLC ("Alterra"), have
commenced cash tender offers (the "Tender Offer") for any and all
of their respective series of senior notes listed in the table
below (the "Notes").
Title of
Security
|
|
CUSIP
Number/
ISIN
|
|
Issuer/
Obligor
|
|
Principal
Amount
Outstanding
|
|
Reference
Treasury Security
|
|
Bloomberg
Reference
Page(2)
|
|
Fixed Spread
(basis points)
|
6.25% Senior
Notes
due
2020(1)
|
|
02153LAA2/
US02153LAA26
|
|
Alterra
|
|
$350,000,000
|
|
2.75% UST due
9/30/2020
|
|
FIT4
|
|
+50
|
5.35% Senior
Notes
due 2021
|
|
570535AJ3/
US570535AJ39
|
|
Markel
|
|
$250,000,000
|
|
2.125% UST due
5/31/2021
|
|
FIT4
|
|
+35
|
__________
(1)
|
The 2020 Notes are
fully and unconditionally guaranteed by Markel.
|
(2)
|
The applicable page
on Bloomberg from which the Dealer Managers will quote the bid-side
prices of the applicable U.S. Treasury Security.
|
The Tender Offer is being made upon, and is subject to, the
terms and conditions set forth in the Offer to Purchase dated
September 12, 2019, and the related
Letter of Transmittal and Notice of Guaranteed Delivery. The
Tender Offer is scheduled to expire at 5:00
p.m., New York City time,
on September 18, 2019, unless
extended or earlier terminated (such date and time, as the same may
be extended, the "Expiration Time"). Holders must validly
tender and not validly withdraw their Notes on or prior to the
Expiration Time to be eligible to receive the applicable
consideration. Holders who validly tender their Notes may
validly withdraw their tendered Notes when and in the manner
described in the Offer to Purchase.
The consideration paid in the Tender Offer for Notes of either
series that are validly tendered and accepted for purchase will be
determined in the manner described in the Offer to Purchase by
reference to the applicable fixed spread over the yield based on
the bid side price of the applicable U.S. Treasury Security, as
specified in the table above for such series of Notes, as
calculated by the Dealer Managers at 2:00
p.m. New York City time on
September 18, 2019.
Payments for Notes purchased in the Tender Offer will include
accrued and unpaid interest thereon from and including the
applicable last interest payment date to, but not including, the
settlement date for such Notes, which is expected to be
September 23, 2019.
The Tender Offer is conditioned upon the satisfaction of certain
conditions, including the receipt of net proceeds sufficient to
fund the aggregate consideration for all Notes validly tendered and
not validly withdrawn, from one or more debt capital markets
issuances by Markel on terms reasonably satisfactory to Markel.
Neither tender offer is conditioned upon any minimum amount
of Notes being tendered or the consummation of the other tender
offer. Each tender offer may be extended, amended,
terminated, or withdrawn separately.
Assuming that one or more such debt capital markets issuances is
completed, Markel and Alterra currently intend, but are not
obligated, to issue on the settlement date for such debt capital
markets issuances notices of redemption in respect of their Notes
that are not purchased in the Tender Offer. This release does not
constitute a notice of redemption, and any such notice, if issued,
will be issued only in accordance with the provisions of the
applicable indenture (as supplemented). There can be no assurance
as to whether Markel or Alterra actually will implement any such
redemption.
Markel has retained Wells Fargo Securities, LLC and Citigroup
Global Markets Inc. as the Dealer Managers. Global Bondholder
Services Corporation is the Information Agent and Depositary.
For additional information regarding the terms of the Tender Offer,
please contact: Wells Fargo Securities, LLC at (866) 309-6316
(toll-free) or (704) 410-4756 (collect) or Citigroup Global Markets
Inc. at (800) 558-3745 (toll free) or (212) 723-6106
(collect). Requests for documents and questions regarding the
tendering of securities may be directed to Global Bondholder
Services Corporation by telephone at (212) 430-3774 (for banks and
brokers only), (866) 924-2200 (for all others toll-free) or +001
(212) 430-3774 (international), by email at contact@gbsc-usa.com or
to either Dealer Manager at its telephone number (toll-free or
collect). Copies of the Offer to Purchase and related Letter of
Transmittal and Notice of Guaranteed Delivery are available at
http://www.gbsc-usa.com/Markel/.
This release shall not constitute an offer to sell, a
solicitation to buy or an offer to purchase or sell any securities.
The Tender Offer is being made only pursuant to the Offer to
Purchase and only in such jurisdictions as is permitted under
applicable law.
About Markel Corporation
Markel Corporation is a diverse financial holding company
serving a variety of niche markets. The Company's principal
business markets and underwrites specialty insurance products.
In each of the Company's businesses, it seeks to provide
quality products and excellent customer service so that it can be a
market leader. The financial goals of the Company are to earn
consistent underwriting and operating profits and superior
investment returns to build shareholder value. Visit Markel
Corporation on the web at www.markel.com.
Note on Forward-Looking Statements
Certain statements in this release, including those describing
the completion of the Tender Offer, the intended redemptions, and
potential debt capital markets issuances, constitute
forward-looking statements. These statements are not
historical facts but instead represent only Markel's belief
regarding future events, many of which, by their nature, are
inherently uncertain and outside Markel's control. It is
possible that actual results will differ, possibly materially, from
the anticipated results indicated in these statements.
Factors that could cause actual results to differ, possibly
materially, from those in the forward-looking statements are
discussed in the Offer to Purchase and throughout Markel's periodic
filings with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934, including its Annual Report on
Form 10-K for the year ended December 31,
2018 and Quarterly Report on Form 10-Q for the quarter ended
June 30, 2019.
For more information contact:
Investor Relations
Markel Corporation
804-747-0136
investorrelations@markel.com
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