The Doctors Company, An Interinsurance Exchange, Announces Pricing For Its Cash Tender Offer

NAPA, Calif., Jan. 13, 2022 /PRNewswire/ — The Doctors Company, An Interinsurance Exchange (“The Doctors Company”), today announced the consideration payable for the notes subject to its previously announced cash tender offer (the “Tender Offer”) for any and all of its outstanding 6.50% Surplus Notes due 2023 (the “Notes”).

The consideration payable for each $1,000 principal amount of Notes validly tendered and accepted for purchase pursuant to the Tender Offer was determined in the manner described in the Offer to Purchase, dated January 7, 2022 (the “Offer to Purchase”), by reference to the fixed spread over the yield based on the bid side price of the reference U.S. Treasury Security, all as specified in the table below, as calculated by the Dealer Manager (as defined below) at 2:00 p.m., New York City time, on January 13, 2022. Holders whose Notes are purchased pursuant to the Tender Offer will also receive accrued and unpaid interest thereon from the last interest payment date to, but not including, the settlement date for the Tender Offer, which is expected to be January 19, 2022.

Title of Notes

CUSIP Number

/ ISIN

Principal
Amount
Outstanding

Reference
Treasury
Security

Bloomberg
Reference
Page(1)

Fixed Spread
(basis points)

Consideration(2)

6.50% Surplus Notes due 2023

256141 AA0 /

US256141AA06

(144A)

U2541G AA1 / USU2541GAA14

(Regulation S)

$200,000,000

0.125% UST due October 15, 2023

FIT4

+60

$1,086.32



(1)

The page on Bloomberg from which the Dealer Manager quoted the bid side price of the Reference Treasury Security.

(2)

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 the related Notice of Guaranteed Delivery (the “Notice of Guaranteed Delivery,” and together with the Offer to Purchase, the “Offer Documents”), 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 January 13, 2022, unless extended or earlier terminated (such date and time, as the same may be extended, the “Expiration Time”). Holders must validly tender and not validly withdraw their Notes at or prior to the Expiration Time, or deliver a properly completed and duly executed Notice of Guaranteed Delivery for their Notes at or prior to the Expiration Time and deliver their Notes at or prior to 5:00 p.m., New York City time, on the second business day after the Expiration Time, which is expected to be January 18, 2022, in accordance with the instructions set forth in the Offer of Purchase, to be eligible to receive the consideration. Holders who validly tender their Notes may validly withdraw their tendered Notes when and in the manner described in the Offer to Purchase.

The Tender Offer is conditioned upon the satisfaction or waiver of certain conditions described in the Offer to Purchase, including, among other things, the consummation of one or more debt capital markets issuances by The Doctors Company in an aggregate principal amount of at least $500,000,000 (the “Financing Condition”). On January 12, 2022, the Company priced an offering of $500 million of surplus notes, the closing of which would satisfy the Financing Condition. The Tender Offer may be extended, amended, terminated, or withdrawn.

The Doctors Company has retained Wells Fargo Securities, LLC (“Wells Fargo” or the “Dealer Manager”) as dealer manager for the Tender Offer. Global Bondholder Services Corporation is the Depositary and Information Agent. For additional information regarding the terms of the Tender Offer, please contact Wells Fargo by telephone at (866) 309-6316 (toll-free) or (704) 410-4756 (collect), or by email at [email protected]. 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 (U.S. only toll-free), 001-212-430-3774 (International) or by email at [email protected] or to Wells Fargo at its telephone numbers (toll-free or collect) or e-mail. Copies of the Offer to Purchase and Notice of Guaranteed Delivery are available at https://www.gbsc-usa.com/thedoctorscompany.

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

THE DOCTORS COMPANY RESERVES THE RIGHT, SUBJECT TO APPLICABLE LAW, IN ITS SOLE DISCRETION, TO: (I) WAIVE ANY AND ALL CONDITIONS TO THE TENDER OFFER, INCLUDING THE FINANCING CONDITION, AT ANY TIME AND FROM TIME TO TIME AT OR PRIOR TO THE EXPIRATION TIME; (II) EXTEND OR TERMINATE THE TENDER OFFER; OR (III) OTHERWISE AMEND THE TENDER OFFER IN ANY RESPECT.

THE OFFER DOCUMENTS AND THIS PRESS RELEASE DO NOT CONSTITUTE AN OFFER TO PURCHASE, OR THE SOLICITATION OF AN OFFER TO SELL, 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 TENDER OFFER TO BE MADE BY A LICENSED BROKER OR DEALER, THE TENDER OFFER WILL BE DEEMED TO BE MADE ON BEHALF OF THE DOCTORS COMPANY BY THE DEALER MANAGER, IF THE DEALER MANAGER IS A LICENSED BROKER OR DEALER UNDER THE LAWS OF SUCH JURISDICTION, OR BY ONE OR MORE REGISTERED BROKERS OR DEALERS THAT ARE LICENSED UNDER THE LAWS OF SUCH JURISDICTION.

NONE OF THE DOCTORS COMPANY, ITS BOARD OF DIRECTORS, THE DEALER MANAGER, THE DEPOSITARY AND INFORMATION AGENT OR THE FISCAL AGENT FOR THE NOTES IS MAKING ANY RECOMMENDATION AS TO WHETHER HOLDERS SHOULD TENDER NOTES IN THE TENDER OFFER. EACH HOLDER MUST MAKE HIS, HER OR ITS OWN DECISION AS TO WHETHER TO TENDER NOTES AND, IF SO, AS TO THE PRINCIPAL AMOUNT OF NOTES TO TENDER.

Forward-Looking Statements

Certain statements in this press release constitute forward-looking statements, which involve a number of risks and uncertainties. These statements include statements regarding the intent, belief or current expectations of The Doctors Company and its management team, including beliefs concerning future developments and their potential effects upon The Doctors Company. The Doctors Company cautions readers that any forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information due to a number of factors, including, but not limited to, those listed under the “Cautionary Note Regarding Forward-looking Statements” in the Offer to Purchase. The information contained in this press release is accurate only as of the date of this press release regardless of the time of delivery. The Doctors Company does not intend, and is under no obligation, to update any particular forward-looking statement included in this press release, except as required by law.

About The Doctors Company

Founded and led by physicians, The Doctors Company (thedoctors.com), the nation’s largest physician-owned medical malpractice insurer, is relentlessly committed to advancing, protecting, and rewarding the practice of good medicine. The Doctors Company helps physicians manage the complexities of today’s healthcare environment—with expert guidance, resources, and coverage. The Doctors Company is part of TDC Group (thetdcgroup.com), the nation’s largest physician-owned provider of insurance, risk management, and healthcare practice improvement solutions. TDC Group serves the full continuum of care, from individual physicians to academic medical systems—over 100,000 healthcare professionals and organizations nationwide—with annual revenue of $1 billion and over $6 billion in assets. To learn more about our data-driven insights and to stay up to date on industry trends, follow and subscribe to The Doctors Company on Twitter (@doctorscompany), YouTube, LinkedIn, and Facebook.

SOURCE The Doctors Company

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