Attached files
file | filename |
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8-K - 8-K - CNO Financial Group, Inc. | c54007e8vk.htm |
EX-10.1 - EX-10.1 - CNO Financial Group, Inc. | c54007exv10w1.htm |
EX-10.3 - EX-10.3 - CNO Financial Group, Inc. | c54007exv10w3.htm |
EX-10.2 - EX-10.2 - CNO Financial Group, Inc. | c54007exv10w2.htm |
EXHIBIT 99.1
CONSECO ANNOUNCES THAT PAULSON
AGREES TO BUY COMMON STOCK AND WARRANTS
AGREES TO BUY COMMON STOCK AND WARRANTS
Carmel,
Ind., October 13, 2009 Conseco, Inc. (NYSE: CNO) announced today
that, as part of a series of transactions intended to enhance its capital position, it entered into
a stock and warrant purchase agreement with Paulson & Co. Inc., on behalf of the several investment
funds and accounts managed by it (collectively, Paulson), to sell to Paulson 16.4 million shares
of common stock and warrants to purchase 5.0 million shares of common stock for an aggregate
purchase price of $77.9 million. In addition, Conseco announced its intention to privately offer,
subject to certain conditions, up to $293.0 million aggregate principal amount of convertible
senior debentures to fund a substantial portion of the purchase price of its existing convertible
debentures that are tendered in a cash tender offer for its existing convertible debentures that
Conseco intends to commence in the near future.
Upon closing the private sale of common stock, Paulson will own approximately 9.9% of
Consecos outstanding shares, including shares Paulson previously acquired in open market
transactions. Conseco will grant certain registration rights to Paulson in connection with its
acquisition of the common stock and warrants. Half of the net proceeds from the issuance of these
shares will be used to repay indebtedness under Consecos credit agreement. The remaining net
proceeds will be used:
| to pay the portion of the purchase price of the existing convertible debentures that are tendered in the cash tender offer that Conseco intends to commence for such debentures (or any subsequent issuer tender offer that expires on or prior to October 5, 2010) that is not funded by the issuance of new convertible debentures; |
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| to pay the portion of the repurchase price of the existing convertible debentures on September 30, 2010 that Conseco is required by the holders thereof to repurchase that is not funded by the issuance of new convertible debentures, if any; | ||
| to pay the portion of the redemption price of existing convertible debentures on October 5, 2010 that is not funded by the issuance of new convertible debentures, if any existing convertible debentures remain outstanding at that time and Conseco elects to redeem such existing convertible debentures; and | ||
| for general corporate purposes. |
The
warrants that Paulson will receive will have an exercise price of $6.50 per share of
common stock, subject to customary anti-dilution adjustments. Prior to June 30, 2013, the warrants
will not be exercisable, except under limited circumstances. Commencing on June 30, 2013, the
warrants will be exercisable for shares of Consecos common stock at the option of the holder at
any time. The warrants expire on December 30, 2016. The closing of the common stock and warrant
sale is subject to satisfaction of certain conditions and is expected to occur on the earliest
closing date for the new convertible debentures that Conseco intends to privately offer.
The issuance of the 16.4 million shares of common stock and warrants to purchase 5.0 million
shares of common stock to Paulson together with the issuance of new convertible debentures that
Conseco intends to offer, which will be convertible into shares of common stock, will exceed the
20% threshold set forth in Section 312.03 of the New York Stock Exchange (the NYSE) Listed
Company Manual. While the rules of the NYSE generally
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require stockholder approval prior to the issuance of securities in excess of the 20%
threshold, the NYSEs Shareholder Approval Policy provides an exception in cases where the delay
involved in securing stockholder approval for the issuance would seriously jeopardize the financial
viability of the listed company. In accordance with the NYSE rule providing that exception, the
Audit Committee of Consecos Board of Directors has expressly approved Consecos intended use of
the exception. The NYSE has approved Consecos reliance on the exception in connection with
Consecos private sale of common stock and warrants to Paulson and the new convertible debentures
that Conseco intends to privately offer and, in accordance with such exception, Conseco will not
consummate the transactions until at least 10 days after the mailing of a letter to stockholders
describing the transactions.
This press release does not constitute an offer to sell, or the solicitation of an offer to
buy, any securities. The common stock and warrants being sold to Paulson have not been registered
under the Securities Act or the securities laws of any other jurisdiction and may not be offered or
sold in the United States absent registration or an applicable exemption from registration
requirements.
Details of the intended tender offer for Consecos existing convertible debentures will be
provided in an offer to purchase and related documents, which will be filed with the Securities and
Exchange Commission as exhibits to a Schedule TO. Holders of the existing convertible debentures
are advised to read the Schedule TO and the exhibits thereto because they will contain important
information. Holders of the existing convertible debentures may obtain copies of the documents
Conseco files with the Securities and Exchange Commission, including the Schedule TO and related
exhibits, free from the Securities and Exchange Commissions
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website, which may be accessed at www.sec.gov, and the investor relations section of Consecos
website, which may be accessed at investor.conseco.com.
About Conseco
About Conseco
Conseco, Inc.s insurance companies help protect working American families and seniors from
financial adversity: Medicare supplement, long-term care, cancer, critical illness and accident
policies protect people against major unplanned expenses; annuities and life insurance products
help people plan for their financial futures.
Cautionary Statement Regarding Forward-Looking Statements
The statements, trend analyses and other information contained in this press release and
elsewhere (such as in filings by Conseco with the SEC, presentations by Conseco or its management
or oral statements) relative to markets for Consecos products and trends in the Consecos
operations or financial results, as well as other statements, contain forward-looking statements
within the meaning of the federal securities laws and the Private Securities Litigation Reform Act
of 1995. Forward-looking statements typically are identified by the use of terms such as
anticipate, believe, plan, estimate, expect, project, intend, may, will,
would, contemplate, possible, attempt, seek, should, could, goal, target,
on track, comfortable with, optimistic and similar words, although some forward-looking
statements are expressed differently. Statements that contain these words should be considered
carefully because they describe the Consecos expectations, plans, strategies and goals and the
Consecos beliefs concerning future business conditions, the Consecos results of operations,
financial position, and the Consecos business outlook or they state other forward-looking
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information based on currently available information. The Risk Factors section of
Consecos Annual Report on Form 10-K and Quarterly Reports on Form 10-Q provides examples of risks,
uncertainties and events that could cause the Consecos actual results to differ materially from
the expectations expressed in forward-looking statements.
All written or oral forward-looking statements attributable to Conseco are expressly qualified
in their entirety by the foregoing cautionary statement. The forward-looking statements speak only
as of the date made. Conseco assumes no obligation to update or to publicly announce the results of
any revisions to any of the forward-looking statements to reflect actual results, future events or
developments, changes in assumptions or changes in other factors affecting the forward-looking
statements.