Principal Financial any-and-all offer tenders total $461.68 million

By Wendy Van Sickle

Columbus, Ohio, Nov. 9 – Principal Financial Group, Inc. said it received valid tenders totaling $461,681,000 in its any-and-all tender offer for two series of its notes.

Specifically, the company received tenders of $232,776,000 of its $300 million 1.85% senior notes due 2017 and $228,905,000 of its $350 million of 8.875% senior notes due 2019.

The total for the 2017 notes includes $882,000 of notes tendered under the guaranteed delivery procedures.

The offer ended at 5 p.m. ET on Wednesday.

Pricing was set at 2 p.m. ET on Wednesday using the bid-side price of a reference security plus a fixed spread for a purchase price for each $1,000 principal amount as follows:

• $1,008.86 for the 1.85% notes set using the 0.875% Treasury due Nov. 15, 2017 plus 20 basis points; and

• $1,180.73 for the 8.875% notes set using the 0.875% Treasury due May 15, 2019 plus 50 bps.

The company will also pay accrued interest to but excluding the settlement date, which is expected to be Thursday.

Tendered notes in the any-and-all offer could be withdrawn before the end of the offer.

The tender offer was launched Nov. 3 along with a capped offer for up to $150 million of Principal Financial’s $600 million of outstanding 6.05% senior notes due 2036, which runs until midnight ET on Dec. 2.

For the 6.05% notes, pricing will be set at 2 p.m. ET on Nov. 17 using the bid-side price of the 2.5% Treasury due May 15, 2046 plus 145 bps for a hypothetical total purchase price of $1,279.83 for each $1,000 principal amount.

The total purchase price for the 6.05% notes contains an early tender premium of $50.00 for each $1,000 principal amount of notes tendered by 5 p.m. ET on Nov. 17, the early tender date.

Holders who tender after the early deadline will receive the total amount less the early premium.

They may withdraw 6.05% notes at any time before the early tender deadline.

The hypothetical pricing was set at 2 p.m. ET on Nov. 2.

Holders also will receive accrued interest up to but excluding the settlement date of Nov. 10 in the any-and-all offers, Nov. 18 for early tendered 6.05% notes and Dec. 5 for any remaining tendered 6.05% notes.

The tender offers are contingent on the company obtaining financing, but they are not subject to minimum tender conditions.

Credit Suisse Securities (USA) LLC (800 820-1653 or 212 538-2147), Barclays (800 438-3242 or 212 528-7851) and Citigroup Global Markets Inc. (800 558-3745 or 212 723-6106) are the dealer managers. D.F. King & Co., Inc. (800 659-6590 or 212 269-5550) is the tender and information agent.

The issuer is a retirement savings, investment and insurance products company based in Des Moines.

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