|
UNUMPROVIDENT ANNOUNCES PRICING OF CASH TENDER OFFER FOR
UP TO $300 MILLION OF ITS OUTSTANDING SECURITIES
CHATTANOOGA, Tenn., June 7, 2006 — UnumProvident Corporation
(NYSE: UNM), announced today the consideration to be paid in the previously
announced cash tender offer for up to $300 million (the "Offer") aggregate
principal and liquidation amount of its outstanding debt and capital securities
in the table below (the "Securities"). The full terms and conditions of the
Offer are set forth in the Offer to Purchase dated May 11, 2006 (the "Offer to
Purchase").
The full tender offer consideration for each Security subject to the Offer is
based on the applicable reference yield plus a fixed spread, each as set forth
in the table below. The applicable reference yields were determined today at
2:00 p.m., New York City time, by the Dealer Manager. The late tender offer
consideration, as set forth in the table below, is the applicable full tender
offer consideration minus $50.00 per $1,000.00 principal or liquidation amount
of Securities tendered late. All payments for Securities accepted for purchase
in the Offer will include accrued and unpaid interest or distributions, as the
case may be, as set forth in the table below, on the principal or liquidation
amount, as applicable, of Securities tendered up to, but not including, the
settlement date for the Offer, which is currently expected to be June 9, 2006,
unless extended.
The amounts of Securities to be purchased in the Offer will be determined based
on the amount of each series of Securities validly tendered and not validly
withdrawn prior to 9:00 a.m., New York City time, on June 9, 2006, unless
extended (the "Expiration Date"), in accordance with the priorities identified
in the Offer to Purchase, subject in the case of the 7.403% Capital Securities
due 2038 to a maximum liquidation value purchased of $50,000,000.
Holders of Securities that validly tendered their securities by 5:00 p.m., New
York City time, on May 24, 2006 (the "Early Tender Date") and whose Securities
are accepted for payment will receive the Full Tender Offer Consideration.
Holders of Securities that are validly tendered after 5:00 p.m., New York City
time, on the Early Tender Date and not withdrawn before 9:00 a.m., New York
City time, on the Expiration Date and accepted for purchase will receive the
Full Tender Offer Consideration minus an amount in cash equal to $50 for each
$1,000 principal or liquidation amount, as applicable, of Securities (the "Late
Tender Offer Consideration"). The Offer is not subject to the receipt of any
minimum amount of tenders. The Offer is scheduled to expire at 9:00 a.m., New
York City time, on the Expiration Date, unless extended or earlier terminated.
UnumProvident reserves the right to extend the Expiration Date and time of the
Offer at any time subject to applicable law. In the event that that the Offer
is extended for any period of time longer than two business days from the
currently scheduled expiration date, a new price determination date will be
established that will be the second business day immediately preceding the
expiration date as extended.
This press release is neither an offer to purchase, nor a solicitation for
acceptance of the Offer. UnumProvident is making the offer only by, and
pursuant to the terms of, the Offer to Purchase. The complete terms and
conditions of the Offer are set forth in the Offer to Purchase and related
letter of transmittal (the "Letter of Transmittal") that has been sent to
holders of Securities. Holders are urged to read the tender offer documents
carefully. Copies of the Offer to Purchase and Letter of Transmittal may be
obtained from the Information Agent for the Offers, Global Bondholder Services
Corporation, at 866-470-3600 (US toll-free) and 212-430-3774 (collect).
Goldman, Sachs & Co. is the Dealer Manager for the Offers. Questions
regarding the Offers may be directed to Goldman, Sachs & Co., Credit
Liability Management Group, (800) 828-3182 (toll-free) and (212) 357-7867
(collect).
###
|