#USA #Senior Notes #Cincinnati #Constellation Insurance #AuguStar

AuguStar Life Insurance Company Announces Cash Tender Offer

AuguStar® Life Insurance Company (ALIC), a fully-owned subsidiary of Constellation Insurance, Inc. (CII), has made headlines today with the announcement of cash tender offers. Their goal is to purchase up to $250 million in aggregate principal amount of outstanding senior notes:

• - 5.550% Senior Notes due 2030
• - 6.625% Senior Notes due 2031

Details of the Cash Tender Offer

This unprecedented move includes a cap where ALIC will not accept for purchase more than:

• - $175 million of the 5.550% senior notes (2020 Series Cap)
• - $75 million of the 6.625% senior notes (2031 Series Cap)

Both the offers are pursuant to an Offer to Purchase dated August 12, 2025, and are set to expire by 5 p.m. ET on September 10, 2025. This timeline may be subject to extensions at ALIC's discretion.

Investors who validly tender their notes before the early tender deadline on August 25, 2025, will qualify for the total consideration for their notes, which includes a $50 early tender premium. It's an interesting incentive as those submitting their notes post-deadline will only receive the applicable tender offer consideration.

How the Tender Offer Works

The tender offer outlines specific amounts for both series of notes, ensuring clarity for bondholders:

• - For the 2030 Notes, the tender offer consideration stands at $950 per $1,000 principal amount.
• - For the 2031 Notes, the consideration is set at $935 per $1,000 principal amount.

In addition to the tender offers, holders will also benefit from accrued and unpaid interest on the principal amount from the most recent interest payment date leading up to the settlement date.

What This Means for Investors

This initiative by ALIC indicates a proactive approach in managing its liabilities and potentially maximizing shareholder value. However, it is essential to note that the total and series cap provisions mean that if the total principal amount of notes validly tendered exceeds these caps, a prorated amount will be accepted, leaving some holders potentially unfulfilled.

If interested bondholders wish to withdraw their notes, they need to act promptly since validly tendered notes can only be withdrawn until the early tender deadline, except where required by law.

ALIC assures that it has the right to increase the Aggregate Tender Cap and/or Series C caps anytime, subject to compliance with applicable law, reflecting its strategic flexibility in navigating its financial landscape.

Who to Contact for More Information

For any inquiries and detailed information, bondholders can request copies of the Offer to Purchase through D.F. King & Co., Inc., the designated tender agent. For example, calling +1 (866) 620-2536 can connect investors directly — an essential line for those wanting clarity on the terms and conditions included in this offer.

This cash tender offer marks a significant movement in the financial strategy of AuguStar Life Insurance Company and Constellation Insurance, showcasing their attempt for greater financial efficiency and shareholder engagement in an ever-evolving financial landscape. As investors consider these opportunities, the importance of understanding both the benefits and constraints of such offers remains crucial.