THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
Exchange Offer Pricing Press Release September 12 , 2019
To the beneficial owners, or representatives acting on behalf of beneficial owners, of 6.063% Surplus Notes due 2040 Northwestern Mutual has announced a private exchange offer (the Exchange Offer) to exchange any and all of its 2040 Notes for consideration consisting of its [ ]% Surplus Notes due 2059 (the New 2059 Notes) and cash in an amount to be determined in the manner described in the confidential offering memorandum related to the Exchange Offer. If you are a beneficial owner of, or a securities intermediary through which a beneficial owner holds, 2040 Notes and you are an Eligible Holder (as described below) that wishes to receive the confidential offering memorandum, letter of transmittal and notice of guaranteed delivery regarding the Exchange Offer, please complete the attached eligibility letter and return it to D.F. King & Co., Inc. at the contact information set forth therein. Holders of 2040 Notes that are not Eligible Holders will not be able to receive such documents, but Northwestern Mutual will make alternative arrangements available to ensure that they can participate, subject to applicable law. Such holders should contact D.F. King & Co., Inc. and will receive information about alternative arrangements available to them.
The transaction will be available only to the following holders of the 2040 Notes (collectively, Eligible Holders): The New 2059 Notes have not been registered under the Securities Act or any state or foreign securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act. The Exchange Offer is not being made to holders of 2040 Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. This letter is neither an offer or solicitation to purchase or sell the 2040 Notes, the New 2059 Notes nor any other security, nor does it create any obligations whatsoever on the part of Northwestern Mutual to make any offer or on the part of the recipient to participate if an offer is made. | |
IN ORDER TO BE ELIGIBLE TO RECEIVE MATERIALS RELATING TO THE EXCHANGE OFFER, ELIGIBLE HOLDERS MUST COMPLETE THE ELIGIBILITY LETTER AND RETURN IT TO THE CONTACT INFORMATION THEREIN NO LATER THAN MIDNIGHT, NEW YORK CITY TIME, ON SEPTEMBER 19, 2019.
You may direct any questions to D.F. King & Co., Inc., Attn: Andrew Beck, at 48 Wall Street, 22nd Floor, New York, NY 10005, telephone number:
Very truly yours,
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ANNEX A DEFINITIONS Qualified Institutional Buyer
means: 1. Any of the following entities, acting for its own account or the accounts of other
Qualified Institutional Buyers, that in the aggregate owns and invests on a discretionary
basis at least $100 million in securities of issuers that are not affiliated with the entity:
(a) Any insurance company as defined in Section 2(a)(13) of the U.S. Securities Act of 1933, as amended (the Securities Act);
(b)
Any investment company registered under the Investment Company Act of 1940, as amended (the Investment Company Act)
or any business development company as defined in Section 2(a)(48) of the Investment Company Act;
(c) Any small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; (d) Any
plan established and maintained by a state, its political subdivisions, or any
agency or instrumentality of a state or its political subdivisions, for the
benefit of its employees; (e) Any
employee benefit plan within the meaning of Title I of the Employee Retirement
Income Security Act of 1974; (f) Any
trust fund whose trustee is a bank or trust company and whose participants are
exclusively plans of the types identified in subparagraph (1)(D) or (E) above,
except trust funds that include as participants individual retirement accounts
or H.R. 10 plans; (g) Any
business development company as defined in Section 202(a)(22) of the Investment
Advisers Act of 1940 (the Investment Advisers
Act); (h) Any
organization described in Section 501(c)(3) of the Internal Revenue Code,
corporation (other than a bank as defined in Section 3(a)(2) of the Securities
Act or a savings and loan association or other institution referenced in
Section 3(a)(5)(A) of the Securities Act or a foreign bank or savings and loan
association or equivalent institution), partnership, or Massachusetts or
similar business trust; and (i) Any
investment adviser registered under the Investment Advisers Act. 2. Any dealer
registered pursuant to Section 15 of the Securities Exchange Act of 1934 (the Exchange Act), acting for its own account or the accounts of
other qualified institutional buyers, that in the aggregate owns and invests on
a discretionary basis at least $10 million of securities of issuers that are
not affiliated with the dealer, provided
that securities constituting the whole or a part of an unsold allotment to or
subscription by a dealer as a participant in a public offering shall not be
deemed to be owned by such dealer; 3. Any dealer
registered pursuant to Section 15 of the Exchange Act acting in a riskless
principal transaction on behalf of a Qualified Institutional Buyer; 4. Any
investment company registered under the Investment Company Act, acting for its
own account or for the accounts of other Qualified Institutional Buyers, that
is part of a family of investment companies which own in aggregate at least
$100 million in securities of issuers, other than issuers that are affiliated
with the investment company or are part of such family of investment companies. Family of investment companies means any
two or more investment companies registered under the Investment Company Act,
except for a unit investment trust whose assets consist solely of shares of one
or more registered investment companies, that have the same investment adviser
(or, in the case of unit investment trusts, the same depositor),
provided that: (a) Each
series of a series company (as defined in Rule 18f-2 under the Investment
Company Act) shall be deemed to be a separate investment company; and (b) Investment
companies shall be deemed to have the same adviser (or depositor) if their
advisers (or depositors) are majority-owned subsidiaries of the same parent, or
if one investment company's adviser (or depositor) is a majority-owned
subsidiary of the other investment company's adviser (or depositor); 5. Any entity,
all of the equity owners of which are Qualified Institutional Buyers, acting
for its own account or the accounts of other qualified institutional buyers;
and 6. Any bank as
defined in Section 3(a)(2) of the Securities Act, any savings and loan
association or other institution as referenced in Section 3(a)(5)(A) of the
Securities Act, or any foreign bank or savings and loan association or
equivalent institution, acting for its own account or the accounts of other
qualified institutional buyers, that in the aggregate owns and invests on a
discretionary basis at least $100 million in securities of issuers that are not
affiliated with it and that has an audited net worth of at least $25 million as
demonstrated in its latest annual financial statements, as of a date not more
than 16 months preceding the date of sale under the rule in the case of a U.S.
bank or savings and loan association, and not more than 18 months preceding
such date of sale for a foreign bank or savings and loan association or
equivalent institution. For purposes of the foregoing definition: 1.
In
determining the aggregate amount of securities owned and invested on a
discretionary basis by an entity, the following instruments and interests shall
be excluded: bank deposit notes and certificates of deposit; loan
participations; repurchase agreements; securities owned but subject to a
repurchase agreement; and currency, interest rate and commodity swaps. 2. The aggregate value of securities owned and invested on a discretionary basis by an entity shall be the cost of such securities, except where the entity reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published. In the latter event, the securities may be valued at market for purposes of this section. 3.
In
determining the aggregate amount of securities owned by an entity and invested
on a discretionary basis, securities owned by subsidiaries of the entity that
are consolidated with the entity in its financial statements prepared in
accordance with generally accepted accounting principles may be included if the
investments of such subsidiaries are managed under the direction of the entity,
except that, unless the entity is a reporting company under Section 13 or 15(d)
of the Exchange Act, securities owned by such subsidiaries may not be included
if the entity itself is a majority-owned subsidiary that would be included in
the consolidated financial statements of another enterprise. 4. Riskless principal transaction means a transaction in which a dealer buys a security from any person and makes a simultaneous offsetting sale of such security
to a Qualified Institutional Buyer, including another dealer acting as riskless principal for a
Qualified Institutional Buyer.
* * * * * * U.S. person means any: 1.
Any natural person resident in the United States; 2.
Any partnership or corporation organized or incorporated under the laws of the United
States; 3. Any
estate of which any executor or administrator is a U.S. person; 4. Any
trust of which any trustee is a U.S. person; 5. Any
agency or branch of a foreign entity located in the United States; 6. Any
non-discretionary account or similar account (other than an estate or trust) held
by a dealer or other fiduciary for the benefit or account of a U.S. person; 7. Any
discretionary account or similar account (other than an estate or trust) held
by a dealer or other fiduciary organized, incorporated, or (if an individual)
resident in the United States; and 8. Any
partnership or corporation if: (a) Organized or incorporated under the laws of any foreign
jurisdiction; and (b) Formed by a U.S. person principally for the purpose of
investing in securities not registered under the Securities Act, unless it is
organized or incorporated, and owned, by accredited investors (as defined in
Rule 501(a) under the Securities Act) who are not natural persons, estates or
trusts.
The following are not U.S. Persons:
1. Any
discretionary account or similar account (other than an estate or trust) held
for the benefit or account of a non-U.S. person by a dealer or other
professional fiduciary organized, incorporated, or (if an individual) resident
in the United States; 2. Any
estate of which any professional fiduciary acting as executor or administrator
is a U.S. person if:
(a)
an executor or administrator of the estate who is not a U.S. person has
sole or shared investment discretion with respect to the assets of the estate;
and
(b)
the estate is governed by foreign law; 3.
Any trust of which any professional fiduciary acting as trustee is a U.S.
person, if a trustee who is not a U.S. person has sole or shared investment
discretion with respect to the trust assets, and no beneficiary of the trust
(and no settlor if the trust is revocable) is a U.S. person; 4.
An employee benefit plan established and administered in accordance with
the law of a country other than the United States and customary practices and
documentation of such country; 5.
An agency or branch of a U.S. person located outside the United States
if:
(a)
the agency or branch operates for valid business reasons; and
(b)
the agency or branch is engaged in the business of insurance or banking and is subject to substantive
insurance or banking regulation, respectively, in the jurisdiction where
located; and 6.
The International Monetary Fund, the International Bank for
Reconstruction and Development, the Inter-American Development Bank, the Asian
Development Bank, the African Development Bank, the United Nations and their
agencies, affiliates and pension plans and any other similar international
organizations, their agencies, affiliates and pension plans. |