MCKINNEY, Texas, Sept. 25, 2018 – — Torchmark Corporation (NYSE :TMK ) announced today that it has priced an offering of $550 million in aggregate principal amount of its 4.550% Senior Notes due 2028 (the “Notes”) that will mature on September 15, 2028. The Notes are redeemable, in whole or in part, at Torchmark’s option subject to certain conditions. Torchmark expects the offering of the Notes to close on September 27, 2018, subject to the satisfaction of customary closing conditions.
The Notes will pay interest semi-annually and will be Torchmark’s general unsecured senior obligations. The Notes will effectively rank junior to Torchmark’s secured indebtedness, if any, to the extent of the collateral securing such indebtedness and will be structurally subordinated to all liabilities of the Company’s subsidiaries.
Torchmark intends to use the net proceeds from the sale of the Notes to (i) along with cash on hand, redeem the $293 million outstanding principal amount on its 9.25% Senior Notes due 2019 (the “2019 Notes”), including the payment of an approximately $11 million “make-whole” premium plus accrued and unpaid interest to, but excluding, the date of redemption, and (ii) fund $150 million of additional capital to its insurance subsidiaries. Torchmark intends to use any remaining net proceeds for general corporate purposes, which may include additional holding company liquidity and the repayment of a portion of its outstanding commercial paper. This press release does not constitute a notice of redemption with respect to, or an offer to repurchase, the 2019 Notes.
BofA Merrill Lynch, US Bancorp and Wells Fargo Securities are acting as joint book-running managers for the offering.
Torchmark has filed an effective registration statement (including a preliminary prospectus supplement and accompanying prospectus) with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus supplement and the accompanying prospectus in that registration statement and other documents Torchmark has filed with the SEC for more complete information about Torchmark and this offering. You may get these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, Torchmark, any underwriter or any dealer participating in the offering will arrange to send you copies of the preliminary prospectus supplement and accompanying prospectus, and, when available, the final prospectus supplement relating to the offering if you request it by contacting Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322, U.S. Bancorp Investments, Inc. toll-free at 1-877-558-2607 or Wells Fargo Securities, LLC toll-free at 1-800-645-3751.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the Notes or any other securities, nor will there be any sale of the Notes or any other securities in any state or jurisdiction in which such an offer, solicitation or sale is not permitted.
Torchmark Corporation is an insurance holding company that provides protection life and supplemental health insurance and related products. Torchmark was incorporated in Delaware on November 29, 1979. Torchmark is the ultimate parent company of Globe Life And Accident Insurance Company, American Income Life Insurance Company, Liberty National Life Insurance Company, United American Insurance Company, and Family Heritage Life Insurance Company of America. Globe Life And Accident is a direct-response provider of life insurance known for its administrative efficiencies. American Income provides individual life insurance to working families. Liberty National is one of the oldest traditional insurers in the Southeast. United American is a consumer-oriented provider of supplemental life and health insurance. Family Heritage Life provides individual supplemental health insurance.
Caution Regarding Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of the federal securities laws. These prospective statements reflect management’s current expectations, but are not guarantees of future performance and are subject to a number of uncertainties and risks. The uncertainties and risks include, but are not limited to, market volatility and other market conditions, the satisfaction of customary closing conditions related to the offering and the use of the net proceeds from the offering. There can be no assurance that the public offering will be completed on the anticipated terms, or at all. Please refer to Torchmark’s cautionary statements regarding forward-looking statements and the description of Torchmark’s business environment contained in Torchmark’s Form 10-K for the year ended December 31, 2017, and any subsequent Forms 10-Q on file with the Securities and Exchange Commission. Any forward-looking statement included in this release speaks only as of the date of this release, and Torchmark specifically disclaims any obligation to update or revise any forward-looking statement because of new information, future developments or otherwise, except as required by law.
SOURCE Torchmark Corporation