Last Updated: 4:30 PM, New York City time, on March 27, 2013
Final
Average VWAP and Final Purchase Price for CNO Financial Group, Inc.’s Cash
Tender Offer for its 7.0% Convertible Senior Debentures due 2016
On February 11, 2013, CNO
Financial Group, Inc. (the “Company” or “CNO”) commenced a tender offer (the
“Offer”) to purchase for cash any and all of its outstanding 7.0% Convertible
Senior Debentures due 2016 (the “Debentures”), upon the terms and subject to
the conditions set forth in the Company’s Offer to Purchase, dated February 11,
2013 (the “Offer to Purchase”), and the related Letter of Transmittal (the “Letter
of Transmittal”). The Offer will expire at 12:00 midnight, New York City time,
at the end of Wednesday, March 27, 2013, unless the Offer is extended (such
date, as it may be extended, the “Expiration Date”) or earlier terminated by
the Company.
The final purchase price
for each $1,000 principal amount of the Debentures (the “Purchase Price”)
offered by the Company pursuant to the Offer has been determined in accordance
with the pricing formula described in the Offer to Purchase.
The table below provides
the final Average VWAP (as defined below) and the resulting final Purchase
Price per $1,000 principal amount of the Debentures offered by the Company
pursuant to the Offer, calculated using the pricing formula described in the
Offer to Purchase.
|
Closing Trading Price of CNO Common Stock on the New York Stock
Exchange on March 27, 2013.................................................................................................... |
$ |
11.48 |
|
Final Average VWAP........................................................................................... |
$ |
11.2393 |
|
Variable Component of Purchase Price.............................................................. |
$ |
2,062.57 |
|
Fixed Component of Purchase Price................................................................... |
$ |
61.25 |
|
Final Purchase Price.......................................................................................... |
$ |
2,123.82 |
The “Average VWAP” means
the simple arithmetic average of the Daily VWAPs over the Averaging
Period.
The “Averaging Period”
means the period of 30 consecutive trading days beginning on February 13, 2013
and ending on the Expiration Date. For
the avoidance of doubt, if not more than three scheduled trading days during
the period beginning on February 13, 2013 are not trading days, the Company
will extend the Expiration Date by a number of scheduled trading days that
equals the number of scheduled trading days that were not trading days.
“Intra-Day VWAP” at any
time on any day means the volume weighted average price of the Company’s common
stock on the New York Stock Exchange for the period beginning at the official
open of trading on that day and ending as of that time on that day, as
calculated by Bloomberg. The data used
to derive the Intra-Day VWAP during the Averaging Period will reflect a
20-minute reporting delay.
The “Daily VWAP” for any
trading day means the per share volume-weighted average price of the Company’s
common stock on the New York Stock Exchange, as displayed under the heading
“Bloomberg VWAP” on Bloomberg page CNO.N <Equity> AQR (or its equivalent
successor if such page is not available) in respect of the period from the
scheduled open of trading until the scheduled close of trading of the primary
trading session of the New York Stock Exchange on such trading day (or if such
volume-weighted average price is unavailable, the market value of one share of
the Company’s common stock on such trading day determined, using a
volume-weighted average method, by the Company). The Daily VWAP will be
determined without regard to pre-market hours or after hours trading or any
other trading outside of the regular trading session trading hours.
For
the purposes of determining the Purchase Price, in the event that on a trading
day there is a “market disruption event” which means (i)
a failure by the primary United States national or regional securities exchange
or market on which the Company’s common stock is listed or admitted to trading
to open for trading during its regular trading session or (ii) the occurrence
or existence prior to 1:00 p.m., New York City time, on any scheduled trading
day for the Company’s common stock for more than one half-hour period in the
aggregate during regular trading hours of any suspension or limitation imposed
on trading (by reason of movements in price exceeding limits permitted by the
relevant stock exchange or otherwise) in the Company’s common stock or in any
options, contracts or future contracts relating to the Company’s common stock,
then the Daily VWAP for such trading day shall be the market value of one share
of the Company’s common stock on such trading day determined, using a
volume-weighted average method, by the Company.
For
the purposes of determining the Purchase Price, a “trading day” means a day
during which trading in the Company’s common stock generally occurs.
Further information regarding the Offer can be found using the
links below:
·
Notice of Voluntary
Offering Instructions
Goldman, Sachs & Co. is
acting the dealer manager for the Offer. Global Bondholder Services Corporation
is acting as the depositary for the Offer and as the information agent for the
Offer. Questions regarding the Offer may be directed to Goldman, Sachs &
Co. at (800) 828-3182 (US toll free) or (212) 902-5183 (collect). Requests for
copies of the Offer to Purchase and the Letter of Transmittal may be directed
to Global Bondholder Services Corporation by telephone at (866) 794-2200 (toll
free) or (212) 430-3774 (collect) or in writing at Global Bondholder Services
Corporation, Attention: Corporate Actions, 65 Broadway, Suite 404, New York, New York 10006.
None of the Company, its
management or board of directors, the dealer manager, the depositary or the
information agent makes any recommendation to any holder of Debentures as to
whether to tender any Debentures. None of the Company, its management or board
of directors, the dealer manager, the depositary or the information agent has
authorized any person to give any information or to make any representation in
connection with the Offer other than the information and representations
contained in the Offer to Purchase or in the Letter of Transmittal. If anyone
makes any recommendation or representation or gives any such information, you
should not rely upon that recommendation, representation or information as
having been authorized by the Company, the dealer manager, the depositary or
the information agent.
This webpage shall not
constitute an offer to purchase, a solicitation of an offer to purchase, or a
solicitation of an offer to sell securities. The Offer may be made only upon
the terms and subject to the conditions set forth in the Offer to Purchase, the
Letter of Transmittal and the other related Offer materials. The Company will
provide copies of the Offer materials upon request free of charge to holders of
the Debentures.