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Liberty Mutual Group Inc. Modifies Terms of Consent Solicitation and Extends Cash Tender Offer

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BOSTON - (BUSINESS WIRE) - Liberty Mutual Group Inc. ("Liberty Mutual" or the "Company" ) today announced it is further amending the terms of both of its previously announced offers that it launched on January 14, 2011, as previously amended. Those offers are the consent solicitation (the "Consent Solicitation" ) from holders of its 7.500% Senior Notes due 2036 (the "Senior Notes" ) (Cusip No. 53079EAM6) and the cash tender offer (the "Tender Offer" ) for its 10.75% Series C Junior Subordinated Notes (the "Junior Notes" ) (Cusip Nos. 53079EAR5 and U52932AL1).

With respect to the Consent Solicitation, the term "Consent Fee" as set forth in the original consent solicitation statement has been amended and restated so that such term now means a cash payment, per $1,000 principal amount of Senior Notes for which a holder has delivered its consent, equal to the product of $20.00 multiplied by a fraction, the numerator of which is the aggregate principal amount of Senior Notes outstanding on the New Consent Expiration Time (as defined below) and the denominator of which is the aggregate principal amount of Senior Notes as to which the Company receives and accepts consents. The Company is also extending the previously announced Consent Solicitation expiration date deadline from 5:00 p.m., New York City time, on Tuesday, February 1, 2011 to 5:00 p.m., New York City time on Thursday, February 3, 2011 (such date and time, as the same may be extended, the "New Consent Expiration Time" ). As of 5:00 p.m., New York City time, on February 1, 2011, the Company had received consents with respect to $128,990,000 in aggregate principal amount of the Senior Notes. All other terms of the Consent Solicitation remain unchanged.

Holders of Senior Notes who validly deliver their consents before the New Consent Expiration Time, including any such holders who have already validly delivered and not validly revoked such consents, and whose consents are accepted by the Company, will be eligible to receive the amended Consent Fee as described above.

With respect to the Tender Offer, the Company is extending the previously announced Tender Offer expiration date deadline from 12:00 midnight, New York City time, on Wednesday, February 2, 2011 to 12:00 midnight, New York City time on Friday, February 4, 2011 (such date and time, as the same may be extended, the "New Tender Expiration Date" ). As of 5:00 p.m., New York City time, on February 1, 2011, the Company had received tenders with respect to $212,135,000 in aggregate principal amount of the Junior Notes. For the avoidance of doubt, the Early Tender Date described in the original Tender Offer documents has previously been amended to be the same as the expiration date for the Tender Offer and therefore is the same as the New Tender Expiration Date. All other terms of the Tender Offer remain unchanged, including the withdrawal deadline which was 5:00 p.m., New York City time, on January 24, 2011.

The complete terms and conditions of the Tender Offer and Consent Solicitation are described in the Offer to Purchase and related Letter of Transmittal dated January 14, 2011, and the Consent Solicitation Statement dated January 14, 2011, Supplement No. 1 thereto dated January 14, 2011, Supplement No. 2 thereto dated February 1, 2011 and related Amended and Restated Letter of Consent dated January 14, 2011. Holders are urged to read the foregoing documents carefully. Requests for documents may be directed to Global Bondholder Services, which is acting as the information agent for the Tender Offer and Consent Solicitation, at (866) 795-2200 (toll-free).

BofA Merrill Lynch and J.P. Morgan Securities LLC are acting as dealer managers for the Tender Offer and as solicitation agents for the Consent Solicitation. For additional information regarding the current terms of the Tender Offer and Consent Solicitation, please contact: BofA Merrill Lynch at (888) 292-0070 (toll-free) or (980) 388-9217 (collect) or J.P. Morgan Securities LLC at (866) 834-4666 (toll free) or (212) 834-4811 (collect).

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO PURCHASE, A SOLICITATION OF AN OFFER TO PURCHASE OR A SOLICITATION OF CONSENT WITH RESPECT TO ANY SECURITIES. THE TENDER OFFER AND CONSENT SOLICITATION ARE BEING MADE SOLELY PURSUANT TO THE OFFER TO PURCHASE AND RELATED LETTER OF TRANSMITTAL, AND THE CONSENT SOLICITATION STATEMENT AND RELATED CONSENT LETTER, IN EACH CASE AS AMENDED OR SUPPLEMENTED, WHICH SET FORTH THE COMPLETE TERMS OF THE TENDER OFFER AND CONSENT SOLICITATION, AND WHICH HOLDERS OF THE SECURITIES SHOULD CAREFULLY READ PRIOR TO MAKING ANY DECISION.

About Liberty Mutual

Boston-based Liberty Mutual is a diversified global insurer and the fifth largest property and casualty insurer in the U.S. based on 2009 direct written premium. The Company also ranks 71st on the Fortune 500 list of largest corporations in the U.S. based on 2009 revenue. As of December 31, 2009, Liberty Mutual had $109.5 billion in consolidated assets, $95.0 billion in consolidated liabilities and $31.1 billion in annual consolidated revenue. Liberty Mutual offers a wide range of insurance products and services, including personal automobile, homeowners, workers compensation, commercial multiple peril, commercial automobile, general liability, global specialty, group disability, assumed reinsurance, fire and surety. Liberty Mutual employs over 45,000 people in more than 900 offices throughout the world. For a full description of the Company's business operations, products and distribution channels, please visit Liberty Mutual's Investor Relations web site at www.libertymutual.com/investors.

Liberty Mutual Group
Jonathon Jay Grayson, 617-574-5656
Vice President & Director, Investor Relations
jonathon.grayson@libertymutual.com
or
Richard Angevine, 617-574-6638
Public Relations
508-868-1026 (cell phone)
Richard.Angevine@LibertyMutual.com



 
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Updated: 22:30 PDT     4627

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