Published: February 01, 2011
Liberty Mutual Group Inc. Modifies Terms of Consent Solicitation and Extends Cash Tender Offer
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
Copyright © 2012, Business Wire, Inc., All rights reserved.
Copyright © 2012, NewsBlaze,
Daily News