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Pacific Life Insurance Company and Pacific LifeCorp Announce Early Tender Results
[October 16, 2017]

Pacific Life Insurance Company and Pacific LifeCorp Announce Early Tender Results


Pacific Life Insurance Company ("PLIC") and Pacific LifeCorp ("PLC"; and together with PLIC, "Pacific Life") today announced the early tender results as of the Early Tender Time (as defined below) in connection with Pacific Life's previously announced cash tender offer to purchase up to $500,000,000 (subject to increase, the "Tender Cap") combined aggregate principal amount (the "Offer") of PLIC's outstanding 7.90% Surplus Notes due 2023 (the "7.90% Surplus Notes") and 9.25% Surplus Notes due 2039 (the "9.25% Surplus Notes") and PLC's outstanding 6.00% Senior Notes due 2020 (the "6.00% Senior Notes"), 6.60% Senior Notes due 2033 (the "6.60% Senior Notes") and 5.125% Senior Notes due 2043 (the "5.125% Senior Notes"; together, with the 7.90% Surplus Notes, 9.25% Surplus Notes, 6.00% Senior Notes and 6.60% Senior Notes, the "Notes").

On October 2, 2017, Pacific Life commenced the Offer in accordance with the terms and conditions set forth in the offer to purchase dated October 2, 2017 (the "Offer to Purchase") and the related letter of transmittal (the "Letter of Transmittal"; and together with the Offer to Purchase, the "Offer Documents"), sent to holders of the Notes. As of 5:00 p.m., New York City time, on October 16, 2017 (the "Early Tender Time"), PLIC and PLC received tenders as set forth in the table below.





Title of Security      

CUSIP / ISIN

Numbers (as

applicable)

     

Principal Amount

Outstanding

     

 

Principal Amount

Tendered as of the

Early Tender Time

     

 

Percent of Outstanding

Principal Amount

Tendered(1)

     

Acceptance

Priority Level

 
9.25% Surplus Notes due 2039

Rule 144A:

694475AA2 /

US694475AA20

Reg. S:

U69457AA4 /

USU69457AA46

$621,002,000 $236,447,000 38.1% 1
 
7.90% Surplus Notes due 2023

Rule 144A:

694606AA2 /

US694606AA22

$150,000,000 $16,451,000 11.0% 2
 
6.60% Senior Notes due 2033

Rule 144A:

694476AA0 /

US694476AA03

Reg. S:

U69452AA5 /

USU69452AA58

$600,000,000 $13,550,000 2.3% 3
 
5.125% Senior Notes due 2043

Rule 144A:

694476AD4 /

US694476AD42

Reg. S:

U69452AC1 /

USU69452AC15

$500,000,000 $89,510,000 17.9% 4
 
6.00% Senior Notes due 2020

Rule 144A:

694476AC6 /

US694476AC68

Reg. S:

U69452AB3 /

USU69452AB32

$450,000,000 $217,289,000 48.3% 5
 

(1)     Rounded to the nearest one tenth of one percent.
 

Tendered Notes will be accepted in the order of the acceptance priority level for such series (in numerical priority order, with 1 being the highest acceptance priority level) as set forth in the table above, and based on whether the Notes are tendered at or before the Early Tender Time or after the Early Tender Time, as described in the Offer to Purchase. Notwithstanding the acceptance priority level, if any Notes are purchased in the Offer, Notes tendered at or prior to the Early Tender Time will be accepted for purchase in priority to Notes tendered after the Early Tender Time and at or prior to the Expiration Time. Pursuant to the terms of the Offer, the amount of Notes that will be accepted for purchase is subject to the Tender Cap. Accordingly, because the Tender Cap has been reached in respect of tenders made at or prior to the Early Tender Time, no Notes of any series tendered after the Early Tender Time (regardless of acceptance priority level) will be accepted for purchase, unless we increase the Tender Cap. Under certain circumstances, Pacific Life will accept tendered Notes of one or more of the series on a pro rata basis as further described in the Offer to Purchase. Pacific Life reserves the right, but is not obligated, to increase the Tender Cap.

As set forth in the Offer to Purchase, holders who validly tendered and did not validly withdraw their Notes at or prior to the Early Tender Time and whose Notes are accepted for purchase will receive the Full Tender Offer Consideration, which will be determined at or about 2:00 p.m., New York City time, on the first business day after the date of the Early Tender Time. In addition, holders of Notes accepted for purchase will receive accrued and unpaid interest from, and including, the last interest payment date for their tendered Notes to, but not including, the settlement date for such Notes, in each case rounded to the nearest cent.

The Withdrawal Deadline for the Offer was 5:00 p.m., New York City time, on October 16, 2017, and has not been extended for any series of Notes. The Offer will expire at 11:59 p.m., New York City time, on October 30, 2017, unless extended or earlier terminated by Pacific Life, with respect to any or all series of Notes (such date and time, as the same may be extended or earlier terminated, with respect to any or all series of Notes, the "Expiration Time").

The Offer is subject to the satisfaction or waiver of certain conditions, including a financing condition, as specified in the Offer to Purchase.

Capitalized terms used in this press release and not defined herein have the meanings given to them in the Offer to Purchase.

Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Goldman Sachs & Co. LLC are acting as dealer managers for the Offer. For additional information regarding the terms of the Offer, please contact: Citigroup Global Markets Inc. toll-free at (800) 558-3745 or collect at (212) 723-6106, Credit Suisse Securities (USA) LLC toll-free at (800) 820-1653 or collect at (212) 538-2147 or Goldman Sachs & Co. LLC toll-free at (800) 828-3182 or collect at (212) 902-6595. Requests for the Offer Documents may be directed to Global Bondholder Services, which is acting as the Depositary and Information Agent for the Offer, at 866-470-4300 (toll-free).

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER OR SOLICITATION TO PURCHASE NOTES. THE OFFER IS BEING MADE SOLELY PURSUANT TO THE OFFER DOCUMENTS, WHICH SET FORTH THE COMPLETE TERMS OF THE OFFER THAT HOLDERS OF THE NOTES SHOULD CAREFULLY READ PRIOR TO MAKING ANY DECISION.

THE OFFER DOCUMENTS DO NOT CONSTITUTE AN OFFER OR SOLICITATION TO PURCHASE NOTES IN ANY JURISDICTION IN WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION UNDER APPLICABLE SECURITIES OR BLUE SKY LAWS. IN ANY JURISDICTION IN WHICH THE SECURITIES, BLUE SKY OR OTHER LAWS REQUIRE THE OFFER TO BE MADE BY A LICENSED BROKER OR DEALER, THE OFFER WILL BE DEEMED TO BE MADE ON (News - Alert) BEHALF OF PACIFIC LIFE BY ONE OR MORE OF THE DEALER MANAGERS, IF ANY OF THE DEALER MANAGERS ARE LICENSED BROKERS OR DEALERS UNDER THE LAWS OF SUCH JURISDICTION, OR BY ONE OR MORE REGISTERED BROKERS OR DEALERS THAT ARE LICENSED UNDER THE LAWS OF SUCH JURISDICTION.

About Pacific Life

Offering insurance since 1868, Pacific Life provides a wide range of life insurance products, annuities, and mutual funds, and offers a variety of investment products and services to individuals, businesses, and pension plans. Pacific Life and its affiliates count more than half of the 100 largest U.S. companies as their clients.

Pacific Life refers to Pacific Life Insurance Company and its affiliates, including Pacific Life & Annuity Company. Client count as of June 2017 is compiled by Pacific Life using the 2017 FORTUNE 500® list.


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