Offer to Purchase by Swiss Re Solutions Holding Corporation of its 6.45% Notes due March 1, 2019 7% Notes due February 15, 2026 and 7.75% Notes due June 15, 2030 PR Newswire NEW YORK, June 24, 2013 NEW YORK, June 24, 2013 /PRNewswire/ --Swiss Re Solutions Holding Corporation ("Swiss Re Solutions"), an indirect subsidiary of Swiss Re Ltd, today has launched its offer to purchase for cash (the "Offer") any and all of its 6.45% Notes due March 1, 2019, its 7% Notes due February 15, 2026 and its 7.75% Notes due June 15, 2030 (collectively, the "Notes" and each, a "Series"). At the time the Notes were issued, the issuer of the Notes was a subsidiary of General Electric Company named GE Global Insurance Holding Corporation ("GIHC"). GIHC was renamed Swiss Re Solutions Holding Corporation following the acquisition by Swiss Reinsurance Company Ltd of the GE Insurance Solutions operations (including the shares of GIHC) in 2006. The following table summarizes certain information regarding the Offer: Principal Reference Bloomberg Fixed Hypothetical CUSIP Title of Amount U.S. Reference Spread Total Numbers Security Outstanding Treasury Page (basis Consideration^1 (US$) Security points) (US$) Offer for Notes Listed Below 6.45% 36158FAB6 Notes due $400,000,000 1% due May FIT1 160 $1,180.79 March 1, 31, 2018 2019 7% Notes 1.75% due 36158FAA8 due $600,000,000 May 15, FIT1 180 $1,266.81 February 2023 15,2026 7.75% 3.125%due 36158FAD2 Notes due $350,000,000 February FIT1 125 $1,346.62 June 15, 15, 2043 2030 ^1 For each $1,000 principal amount of Notes of the applicable Series validly tendered and accepted for payment pursuant to the Offer. Does not include Accrued Interest (as defined below). The Offer will expire at 5:00 p.m., New York City Time, on July 3, 2013, unless Swiss Re Solutions extends the Offer (such date and time, the "Expiration Time").The consideration offered for each $1,000 principal amount of Notes that are validly tendered and not validly withdrawn at or prior to the Expiration Time in the Offer and accepted for purchase by Swiss Re Solutions will be the Total Consideration, plus Accrued Interest (each, as defined below). Payment for the Notes purchased in the Offer will be made promptly after the Expiration Time, if the Offer is not extended or earlier terminated by Swiss Re Solutions in its sole discretion (such date of payment, the "Settlement Date").The Settlement Date is expected to be July 8, 2013. The "Total Consideration" for each $1,000 principal amount of Notes of each Series validly tendered and accepted for payment pursuant to the Offer will be determined in the manner described in the Offer to Purchase by reference to a fixed spread (the "Fixed Spread") specified for such Series over the yield (the "Reference Yield") based on the bid-side price of the U.S. Treasury Security specified in the table above (the "Reference Treasury Security") for such Series, as calculated by J.P. Morgan Securities LLC (the "Dealer Manager") at the Price Determination Time (subject to certain exceptions set forth herein) unless the Offer is extended or earlier terminated by Swiss Re Solutions in its sole discretion.The "Price Determination Time" for the Notes will be 11:00 a.m., NewYork City time, on July 3, 2013. Registered holders of Notes ("Holders") will also receive with respect to any Notes validly tendered and accepted for purchase in the Offer accrued and unpaid interest on such Notes from, and including, the last interest payment date applicable to such Notes to, but not including, the Settlement Date ("Accrued Interest"). The Offer is conditioned on the satisfaction of certain conditions set forth in the Offer to Purchase. Tenders of Notes may be validly withdrawn at any time up to 5:00 p.m., NewYork City time, on July 3, 2013, unless extended or terminated earlier by Swiss Re Solutions in its sole discretion. Swiss Re Solutions reserves the right to extend the Offer, if necessary, so that the Expiration Time occurs upon or shortly after the satisfaction or waiver of the conditions to the Offer. The Offer to Purchase sets out the full terms of the Offer.Copies of the Offer to Purchase are available from the Tender and Information Agent at the telephone number or e-mail address set out below.Holders may also contact the Dealer Manager at the telephone number or address set out below for information concerning the Offer.Holders may also contact their broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offer. THE DEALER MANAGER FOR THE OFFER IS: J.P. Morgan Securities LLC J.P. Morgan Securities LLC 383 Madison Avenue, 3^rd Floor New York, New York 10179 Toll Free: (866) 834-4666 Collect: (212) 834-4394 Attention: Liability Management Group THE TENDER AND INFORMATION AGENT FOR THE OFFER IS: D.F. King & Co., Inc. By Regular, Registered or Certified Mail; By Facsimile Transmission Hand or Overnight Delivery: (for Eligible Institutions Only): D.F. King & Co., Inc. 48 Wall Street, 22^nd Floor New York, New York 10005 (212) 709-3328 Banks and brokers call: (212) 269-5550 Attn: Elton Bagley All others call toll free: (800) 697-6975 Email: firstname.lastname@example.org For Confirmation by Telephone: (212) 493-6996 Offer Restrictions General This announcement is not an offer to purchase any Notes or a solicitation of an offer to sell any Notes. The Offer is being made solely by means of the Offer to Purchase.None of Swiss Re, the Dealer Manager or the Tender and Information Agent makes any recommendation as to whether Holders should tender any or all of their Notes for payment pursuant to the Offer. The distribution of this announcement and the Offer to Purchase is restricted by law in certain jurisdictions.Persons into whose possession this announcement or the Offer to Purchase comes are required by Swiss Re, the Dealer Manager and the Tender and Information Agent to inform themselves of and to observe any such restrictions. Neither this announcement nor the Offer to Purchase constitutes, nor may they be used in connection with, an offer to buy Notes or a solicitation to sell Notes by anyone in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such an offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make an offer or a solicitation.None of Swiss Re, the Dealer Manager or the Tender and Information Agent accepts any responsibility for any violation by any person of the restrictions applicable in any jurisdiction. Switzerland Neither this announcement, the Offer to Purchase nor any other offering or marketing material relating to the Notes constitutes a prospectus as such term is understood pursuant to article 652a or article 1156 of the Swiss Federal Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange. Accordingly, the investor protection rules otherwise applicable to investors in Switzerland do not apply to the Offer. When in doubt, investors based in Switzerland are advised to contact their legal, financial or tax adviser with respect to the Offer. United Kingdom The communication of this announcement and the Offer to Purchase by Swiss Re and any other documents or materials relating to the Offer to Purchase is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000.Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom.The communication of such documents and/or materials as a financial promotion is only being made to (i) those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order")), (ii) persons falling within Article 43(2) of the Order, or (iii) any other persons to whom they may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). Any person in the United Kingdom who is not a Relevant Person should not act or rely on this announcement or the Offer to Purchase or materials or any of their content. Italy None of the Offer to Purchase or any other documents or materials relating to the Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Societa e la Borsa ("CONSOB") pursuant to Italian laws and regulations. The Offer is being carried out in the Republic of Italy ("Italy") as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.Holders or beneficial owners of Notes that are resident or located in Italy can tender Notes through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in according with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations and with requirements imposed by CONSOB or any other Italian authority. Each intermediary must comply with the applicable laws and regulations concerning information duties vis-a-vis its clients in connection with the Notes or the Offer. Belgium Neither this announcement nor the Offer to Purchase nor any other documents or materials relating to the Offer have been submitted to or will be submitted for approval or recognition to the Financial Services and Markets Authority (Autorite des services et marches financiers / Autoriteit financiele diensten en markten) and, accordingly, the Offer may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids as amended or replaced from time to time. The Offer may not be advertised and the Offer will not be extended, and neither this announcement nor the Offer to Purchase nor any other documents or materials relating to the Offer (including the Letter of Transmittal and any memorandum, information circular, brochure or similar documents) have been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account. This announcement and the Offer to Purchase have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offer. Accordingly, the information contained in this announcement and the Offer to Purchase may not be used for any other purpose or disclosed to any other person in Belgium. France The Offer is not being made, directly or indirectly, to the public in France. Neither this announcement nor the Offer to Purchase nor any other documents or offering materials relating to the Offer, have been distributed or caused to be distributed and will not be distributed or caused to be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifies), other than individuals, acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monetaire et financier, are eligible to participate in the Offer. This announcement, the Offer to Purchase and any other documents or offering materials relating to the Offer have not been and will not be submitted to the clearance procedures (visa) of nor approved by the Autorite des marches financiers. SOURCE Swiss Re Solutions Holding Corporation Contact: Tom Long, D.F King & Co., Inc., (212)493-6920
Offer to Purchase by Swiss Re Solutions Holding Corporation of its 6.45% Notes due March 1, 2019 7% Notes due February 15, 2026
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