NEW YORK, May 3, 2017 — Teachers Insurance and Annuity Association of America (“TIAA”) announced today the early tender results of its previously announced cash tender offer (the “Tender Offer”) for up to $750 million aggregate principal amount (the “Maximum Tender Amount”) of its 6.850% Surplus Notes due 2039 (the “Notes”).
The Tender Offer is being made by TIAA upon the terms and subject to the conditions set forth in its Offer to Purchase, dated April 19, 2017 (the “Offer to Purchase”), which sets forth a complete description of the terms of the Tender Offer. As described in the Offer to Purchase, TIAA reserves the right, subject to applicable law, to, among other things, increase the Maximum Tender Amount and thereby increase the aggregate principal amount of Notes that may be accepted for purchase pursuant to the Tender Offer.
As of 5:00 p.m., New York City time, on May 2, 2017 (the “Early Tender Deadline”), $1,038,470,000 aggregate principal amount of Notes had been validly tendered and not validly withdrawn. The withdrawal deadline of 5:00 p.m., New York City time, on May 2, 2017 (the “Withdrawal Deadline”) has passed and, accordingly, Notes validly tendered in the Tender Offer may no longer be withdrawn except where additional withdrawal rights are required by law.
The reference yield for the Tender Offer will be determined by the Joint Lead Dealer Managers (identified below) at 2:00 p.m., New York City time, today. As set forth in the Offer to Purchase, Holders who validly tendered and did not validly withdraw Notes at or prior to the Early Tender Deadline that are accepted for purchase will receive the applicable Total Consideration (as defined in the Offer to Purchase) per $1,000 principal amount of Notes accepted for purchase, which will include an early tender premium of $50.00 per $1,000 principal amount of Notes accepted for purchase (the “Early Tender Premium”). Holders of Notes that are validly tendered after the Early Tender Deadline and at or before the Expiration Time (as defined below) and accepted for purchase will receive the Tender Consideration (as defined in the Offer to Purchase) for such Notes, which equals the Total Consideration for such Notes minus the Early Tender Premium for their purchased Notes. Holders whose Notes are accepted for purchase pursuant to the Tender Offer will also receive accrued and unpaid interest on their purchased Notes from the last interest payment date for such Notes to, but excluding, the applicable settlement date.
The Tender Offer will expire at 12:00 midnight, New York City time, at the end of May 16, 2017 (the “Expiration Time”), unless extended upon the terms and subject to the conditions set forth in the Offer to Purchase.
The obligation of TIAA to accept for purchase, and to pay for, any Notes validly tendered, not validly withdrawn and accepted for purchase pursuant to the Tender Offer is conditioned upon the satisfaction or waiver of the conditions described in the Offer to Purchase under the heading “Terms of the Tender Offer—Conditions to the Tender Offer,” including, among other things, TIAA having raised net proceeds through one or more issuances of surplus notes in the capital markets, on terms reasonably satisfactory to TIAA, sufficient to purchase all Notes validly tendered, not validly withdrawn and accepted for purchase by TIAA in the Tender Offer and to pay accrued interest and all fees and expenses in connection with the Tender Offer, in accordance with the terms of the financing condition more fully described in the Offer to Purchase. TIAA reserves the right, in its sole discretion, to waive any and all conditions of the Tender Offer described in the Offer to Purchase, including such financing condition, on or prior to the Expiration Time.
This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation, or sale would be unlawful. The Tender Offer is being made solely pursuant to the terms and conditions set forth in the Offer to Purchase.
Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are serving as Joint Lead Dealer Managers for the Tender Offer. Questions regarding the Tender Offer may be directed to Citigroup Global Markets Inc. at 800-558-3745 (toll free) or 212-723-6106 (collect) and to J.P. Morgan Securities LLC at 866-834-4666 (toll free) or 212-834-8553 (collect). Requests for the Offer to Purchase may be directed to Global Bondholder Services Corporation, which is acting as Tender Agent and Information Agent for the Tender Offer, at the following telephone numbers: banks and brokers, 212-430-3774; all others toll free at 866-470-3700 or email at email@example.com.
Cautionary Statement Regarding Forward-Looking Information
This press release contains forward-looking statements. Such statements include statements regarding the belief or current expectations of TIAA concerning its future financial condition and results of operations. Holders of Notes are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those in the forward-looking statements as a result of various factors. The information in the Offer to Purchase identifies important factors that could cause such differences.
TIAA (TIAA.org) is a unique financial partner. With an award-winning track record for consistent performance, TIAA is the leading provider of financial services in the academic, research, medical, cultural and government fields. TIAA has $938 billion in assets under management (as of 3/31/2017) and offers a wide range of financial solutions, including investing, banking, advice and guidance, and retirement services.