RICHMOND, Va., April 26, 2016 /PRNewswire/ -- Markel Corporation (NYSE:MKL) announced today the final results of its previously announced cash tender offer (the "Tender Offer") for up to $250 million combined aggregate principal amount of its 7.350% Senior Notes due 2034 (the "2034 Notes") and its 7.125% Senior Notes due 2019 (the "2019 Notes" and, collectively with the 2034 Notes, the "Notes"). Approximately $178,971,000 in combined aggregate principal amount of the Notes was validly tendered and not validly withdrawn at or prior to the expiration of the Tender Offer at midnight, New York City time, at the end of April 25, 2016 (the "Expiration Date"). The Tender Offer was made upon, and subject to, the terms and conditions set forth in the Offer to Purchase, dated March 29, 2016, and the related Letter of Transmittal (as amended or supplemented, the "Tender Offer Documents").
The table below sets forth the aggregate principal amount of each series of Notes that was validly tendered and not validly withdrawn on or prior to the Expiration Date.
|
Title of Security
|
CUSIP Nos.
|
Acceptance Priority
Level
|
Principal Amount Outstanding
|
Principal Amount Tendered
|
|
7.35% Senior Notes due 2034
|
570535 AG9
|
1
|
$200,000,000
|
$70,154,000
|
|
7.125% Senior Notes due 2019
|
570535 AH7
|
2
|
$343,628,000
|
$108,817,000
|
Holders of Notes accepted for purchase that were validly tendered and not validly withdrawn at or prior to 5 p.m., New York City Time, on April 11, 2016, the early tender date for the Tender Offer (the "Early Tender Date"), received the applicable "Total Consideration," which included an early tender premium of $30 per $1,000 principal amount of Notes accepted for purchase (the "Early Tender Premium"). The Company purchased the Notes tendered at or prior to the Early Tender Date on April 13, 2016, pursuant to the terms of the Tender Offer Documents. Holders of Notes accepted for purchase that were validly tendered after the Early Tender Date, but at or prior to the Expiration Date, received only the applicable "Tender Offer Consideration," which is an amount equal to the applicable Total Consideration minus the Early Tender Premium. The Total Consideration for each series per $1,000 principal amount of Notes was announced by Markel on April 12, 2016.
Markel has accepted for purchase all of the Notes validly tendered after the Early Tender Date and at or prior to the Expiration Date. Settlement for the Notes that were tendered following the Early Tender Date but on or prior to the Expiration Date occurred today.
In addition to the Tender Offer Consideration or the Total Consideration, as applicable, holders of Notes accepted for purchase have also received accrued and unpaid interest, rounded to the nearest cent, on such $1,000 principal amount of Notes from the last applicable interest payment date up to, but not including, the applicable settlement date.
Markel retained Citigroup Global Markets Inc. and Wells Fargo Securities, LLC as the Joint Lead Dealer Managers. Global Bondholder Services Corporation is the Information Agent and Depositary. For additional information regarding the terms of the Tender Offer, please contact: Citigroup Global Markets Inc. at (800) 558-3745 (toll free) or (212) 723-6106 (collect) or Wells Fargo Securities, LLC at (866) 309-6316 (toll-free) or (704) 410-4760 (collect). Requests for documents and questions regarding the tendering of securities may be directed to Global Bondholder Services Corporation by telephone at (212) 430-3774 (for banks and brokers only), (866) 924-2200 (for all others toll-free) or +001 (212) 430-3774 (international), by email at contact@gbsc-usa.com or to the Joint Lead Dealer Managers at their respective telephone numbers. These documents regarding the tendering of securities are also available at http://www.gbsc-usa.com/Markel/.
This news release does not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Tender Offer was made only pursuant to the Offer to Purchase and only in such jurisdictions as permitted under applicable law.
About Markel Corporation
Markel Corporation is a diverse financial holding company serving a variety of niche markets. The Company's principal business markets and underwrites specialty insurance products. In each of the Company's businesses, it seeks to provide quality products and excellent customer service so that it can be a market leader. The financial goals of the Company are to earn consistent underwriting and operating profits and superior investment returns to build shareholder value. Visit Markel Corporation on the web at www.markelcorp.com.
Note on Forward-Looking Statements
Certain statements in this press release, including those describing the completion of the Tender Offer, constitute forward-looking statements. These statements are not historical facts but instead represent only Markel's belief regarding future events, many of which, by their nature, are inherently uncertain and outside Markel's control. It is possible that actual results will differ, possibly materially, from the anticipated results indicated in these statements. Factors that could cause actual results to differ, possibly materially, from those in the forward-looking statements are discussed throughout Markel's periodic filings with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934.
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SOURCE Markel Corporation
Bruce A. Kay, 804-747-0136
