RICHMOND, Va., Sept. 18, 2019 /PRNewswire/ -- Markel Corporation
(NYSE: MKL) ("Markel") announced today the consideration payable
for each series of notes subject to the previously announced cash
tender offers (the "Tender Offer") by Markel and its wholly-owned
subsidiary, Alterra Finance LLC ("Alterra"), for any and all of the
outstanding aggregate principal amount, respectively, of (1)
Markel's 5.35% Senior Notes due 2021 (the "Markel Notes") and (2)
Alterra's 6.25% Senior Notes due 2020 (the "Alterra Notes" and,
together with the Markel Notes, the "Notes").
The consideration for each series of Notes for each $1,000 principal amount of Notes tendered and
accepted for purchase pursuant to the Tender Offer was determined
in the manner described in the Offer to Purchase, dated
September 12, 2019 (the "Offer to
Purchase"), by reference to the applicable fixed spread over the
yield to maturity, based on the bid side price, of the applicable
U.S. Treasury Security, all as specified in the table below for
each series of Notes, as calculated by the Dealer Managers (as
defined below) at 2:00 p.m.,
New York City time, on
September 18, 2019. Holders whose
Notes are purchased pursuant to the Tender Offer will also receive
accrued and unpaid interest thereon from the applicable last
interest payment date to, but not including, the settlement date
for the Tender Offer, which is expected to be September 23, 2019.
Title of
Security
|
|
CUSIP
Number/
ISIN
|
|
Issuer/
Obligor
|
|
Principal
Amount
Outstanding
|
|
Reference
Treasury
Security
|
|
Bloomberg
Reference
Page(2)
|
|
Fixed
Spread
(basis
points)
|
|
Consideration(3)
|
6.25% Senior
Notes
due
2020(1)
|
|
02153LAA2/
US02153LAA26
|
|
Alterra
|
|
$350,000,000
|
|
2.75% UST
due 9/30/2020
|
|
FIT4
|
|
+50
|
|
$1,038.70
|
|
5.35% Senior
Notes
due 2021
|
|
570535AJ3/
US570535AJ39
|
|
Markel
|
|
$250,000,000
|
|
2.125% UST
due 5/31/2021
|
|
FIT4
|
|
+35
|
|
$1,053.60
|
|
________________
|
(1)
|
The 2020 Notes are
fully and unconditionally guaranteed by Markel.
|
(2)
|
The applicable page
on Bloomberg from which the Dealer Managers will obtain the
bid-side prices of the applicable U.S. Treasury
Security.
|
(3)
|
Per $1,000.00
principal amount of Notes validly tendered and accepted for
purchase.
|
The Tender Offer is being made pursuant to 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 September 18,
2019, unless extended (such date and time, as the same may
be extended, the "Expiration Time"). Holders must validly tender
(including by complying with guaranteed delivery procedures) and
not validly withdraw their Notes before the Expiration Time to be
eligible to receive the consideration for the applicable series of
Notes. Holders who validly tender their Notes may validly withdraw
their tendered Notes as described in the Offer to Purchase.
The Tender Offer is conditioned upon the satisfaction of certain
conditions described in the Offer to Purchase. The Financing
Condition (as defined in the Offer to Purchase) was satisfied on
September 17, 2019. Each offer may be
extended, terminated, or withdrawn separately.
On September 17, 2019, Markel and
Alterra issued notices of redemption in respect of their Notes that
are not purchased in the Tender Offer, as a result of which any and
all Notes that are not purchased in the Tender Offer will be
redeemed on October 18, 2019 in
accordance with the provisions of the applicable indenture (as
supplemented) and the Notes.
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 and redemption of Notes not
purchased in the Tender Offer, 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.
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SOURCE Markel Corporation