TORONTO and BARBADOS, May 7,
2021 /CNW/ - Sagicor Financial Company Ltd. ("Sagicor"
or the "Company") today announced that its previously announced
cash tender offer (the "Tender Offer") for any and all of the
outstanding 8.875% Senior Notes due 2022 issued by its
subsidiary Sagicor Finance (2015) Limited (the "Securities")
expired at 5:00 p.m., New York City time, on May 7, 2021 (such date and time, the "Expiration
Date"). The dealer managers for the Tender Offer are J.P. Morgan
Securities LLC and RBC Capital Markets, LLC.
As of the Expiration Date, a total of U.S.$130,164,000 aggregate principal amount of the
Securities had been validly tendered and not validly withdrawn
pursuant to the Tender Offer (the "Tendered Securities"). No
Securities were tendered pursuant to the guaranteed delivery
procedures described in the applicable offering documents.
The total cash payment to purchase the Tendered Securities on
the settlement date of May 13, 2021,
including accrued interest, will be approximately U.S.$134,418,000.
The obligation of the Company to accept and pay for Tendered
Securities is subject to the satisfaction or waiver of a number of
conditions, including the receipt by the Company of proceeds from
the proposed separate issuance of securities on terms satisfactory
to the Company, generating net proceeds in an amount that is
sufficient to effect the repurchase of the Tendered Securities (the
"Financing Condition"). The Company reserves the right, in its sole
discretion, to waive any and all conditions of the Tender Offer,
including the Financing Condition, at or prior to the settlement
date.
The Company also announced that the Company and Sagicor Life
Inc., as guarantor, have entered into a note purchase agreement
with J.P. Morgan Securities LLC and RBC Capital Markets, LLC as
representatives of the several initial purchasers party thereto, in
connection with the issuance and sale by the Company of
U.S.$400 million of 5.300% Senior
Notes due 2028 (the "New Notes"). As previously disclosed, the New
Notes have not been and will not be registered or qualified under
the U.S. Securities Act of 1933, as amended (the "Securities Act"),
any Canadian securities laws or any securities laws of any other
jurisdiction. The New Notes were offered and sold only to
"qualified institutional buyers" as defined in and in accordance
with Rule 144A under the Securities Act and outside the United States in accordance with
Regulation S under the Securities Act and applicable local
securities laws. The Company expects to settle the New Notes
offering on or about May 13, 2021,
subject to the satisfaction of the conditions of closing
thereto.
This press release is for informational purposes only and does
not constitute or form part of any offer or invitation to purchase,
or any solicitation of any offer to sell, the Securities or any
other securities in Canada,
the United States or any other
country, nor shall it or any part of it, or the fact of its
release, form the basis of, or be relied on or in connection with,
any contract therefor.
None of the U.S. Securities and Exchange Commission, any U.S.
state securities commission, any Canadian securities regulatory
authority or any regulatory authority of any other country has
approved or disapproved of the Tender Offer, passed upon the merits
or fairness of the Tender Offer or passed upon the adequacy or
accuracy of the disclosure in any offering document. Any
representation to the contrary is a criminal offense.
About Sagicor Financial Company Ltd.
Sagicor Financial Company Ltd. (TSX: SFC) is a leading financial
services provider in the Caribbean, with over 180 years of history, and
has a growing presence as a provider of life insurance products in
the United States. Sagicor offers
a wide range of products and services, including life, health, and
general insurance, banking, pensions, annuities, and real estate.
Sagicor's registered office is located at Clarendon House, 2 Church
Street, Hamilton, HM 11,
Bermuda, with its principal office
located at Cecil F De Caires Building, Wildey, St. Michael, Barbados. Additional information about Sagicor
can be obtained by visiting www.sagicor.com.
Cautionary Statements
Certain information contained in this news release may
be forward-looking statements within the meaning of Canadian
securities laws. Forward-looking statements are often, but not
always identified by the use of words such as "expect",
"anticipate", "believe", "foresee", "could", "estimate", "goal",
"intend", "plan", "seek", "will", "may", "would" and "should" and
similar expressions or words suggesting future outcomes. This news
release includes forward-looking information and statements. These
forward-looking statements reflect material factors and
expectations and assumptions of Sagicor. Sagicor's estimates,
beliefs and assumptions are inherently subject to uncertainties and
contingencies regarding future events and as such, are subject to
change. Risks and uncertainties not presently known to Sagicor or
that it presently believes are not material could cause actual
results or events to differ materially from those expressed in its
forward-looking statements. Additional information on these and
other factors that could affect events and results are included in
other documents and reports that will be filed by Sagicor with
applicable securities regulatory authorities and may be accessed
through the SEDAR website (www.sedar.com). Readers are cautioned
not to place undue reliance on these forward-looking statements,
which reflect Sagicor's expectations only as of the date of this
document. Sagicor disclaims any obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as expressly required by
law.
SOURCE Sagicor Financial Company Ltd.