Pricing Agreement
Exhibit 1.2
September 29, 2021
Citigroup Global Markets Inc.
Xxxxx Fargo Securities, LLC
As Representatives of the several Underwriters
named in Schedule I hereto
c/o Citigroup Global Markets Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Ladies and Gentlemen:
Everest Reinsurance Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated September 29, 2021 (the “Underwriting Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Debt Securities specified in Schedule II hereto (the “Designated Securities”). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus, and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission.
Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto.
[THE NEXT PAGE IS THE SIGNATURE PAGE]
If the foregoing is in accordance with your understanding, please sign and return to us one for the Company and each of the Representatives plus one for each counsel counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof.
| Very truly yours, | ||
| EVEREST REINSURANCE HOLDINGS, INC. | ||
| By: | /s/ Xxxx Xxxxxxxxx | |
| Name: | Xxxx Xxxxxxxxx | |
| Title: | Executive Vice President and Chief Financial Officer |
Accepted as of the date hereof:
CITIGROUP GLOBAL MARKETS INC.
XXXXX FARGO SECURITIES, LLC
As Representatives and on behalf of the Underwriters
| CITIGROUP GLOBAL MARKETS INC. | ||
| By: | /s/ Xxxx X. Xxxxxxx | |
| Name: Xxxx X. Xxxxxxx | ||
| Title: Director | ||
| XXXXX FARGO SECURITIES, LLC | ||
| By: | /s/ Xxxxxxx Xxxxxx | |
| Name: Xxxxxxx Xxxxxx Title: Managing Director | ||
[Signature Page to Pricing Agreement]
SCHEDULE I
| Underwriters |
Principal Amount of Designated Securities to be Purchased |
|||
| Citigroup Global Markets Inc. |
$ | 330,000,000 | ||
| Xxxxx Fargo Securities, LLC |
$ | 330,000,000 | ||
| Barclays Capital Inc. |
$ | 70,000,000 | ||
| Xxxxxxx Xxxxx & Co. LLC |
$ | 70,000,000 | ||
| BNY Mellon Capital Markets, LLC |
$ | 30,000,000 | ||
| Deutsche Bank Securities Inc. |
$ | 30,000,000 | ||
| HSBC Securities (USA) Inc. |
$ | 30,000,000 | ||
| X.X. Xxxxxx Securities LLC |
$ | 30,000,000 | ||
| Commerz Markets LLC |
$ | 20,000,000 | ||
| Credit Suisse Securities (USA) LLC |
$ | 20,000,000 | ||
| KKR Capital Markets LLC |
$ | 20,000,000 | ||
| Lloyds Securities Inc. |
$ | 20,000,000 | ||
| Total |
$ | 1,000,000,000 | ||
SCHEDULE II
Title of Designated Securities:
3.125% Senior Notes due 0000
Xxxxxxxxx Principal Amount:
$1,000,000,000
Price to Public:
97.874% of the principal amount of the Designated Securities plus accrued interest, if any, from October 4, 2021
Purchase Price by Underwriters:
96.999% of the principal amount of the Designated Securities plus accrued interest, if any, from October 4, 2021
Form of Designated Securities:
Book-entry only form represented by one or more global securities deposited with The Depository Trust Company (“DTC”) or its designated custodian, to be made available for checking by the Representatives at least twenty-four hours prior to the Time of Delivery.
Specified Funds for Payment of Purchase Price:
New York Clearing House same-day funds
Accountants’ Letter to be Delivered on Date of Pricing Agreement:
Yes.
Time of Delivery:
10:00 a.m., New York City time, on October 4, 2021
Indenture:
Indenture dated as of March 14, 2000 (the “Original Indenture”), between the Company and The Bank of New York Mellon, as successor in interest to JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as trustee, as supplemented by the Sixth Supplemental Indenture to be dated as of October 4, 2021 (the “Sixth Supplemental Indenture” and, together with the Original Indenture, the “Indenture”), between the Company and The Bank of New York Mellon.
Maturity Date:
October 15, 2052
Interest Rate:
3.125%
Interest Payment Dates:
Semi-annually on April 15 and October 15, commencing April 15, 2022.
Redemption Provisions:
The Designated Securities are redeemable, in whole at any time or in part at any time, for cash at the redemption prices set forth in the Sixth Supplemental Indenture plus, in each case, accrued and unpaid interest on the Designated Securities to the date of redemption.
Sinking Fund Provisions:
None.
Defeasance Provisions:
The defeasance and covenant defeasance provisions of the Indenture will apply to the Designated Securities.
Applicable Time:
4:02 p.m., New York City time, on September 29, 2021
Closing Location for Delivery of Designated Securities:
Xxxxxxx Xxxx & Xxxxxxxxx LLP
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Names and Addresses of Representatives:
Designated Representatives:
Citigroup Global Markets Inc.
OR
Xxxxx Fargo Securities, LLC
Address for Notices, etc.:
c/o Citigroup Global Markets Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: General Counsel
Fax: (000) 000-0000
c/x Xxxxx Fargo Securities, LLC
000 Xxxxx Xxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
xxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx
SCHEDULE III
Issuer Free Writing Prospectus
Free Writing Prospectus to
Preliminary Prospectus Supplement dated September 29, 2021 to
Prospectus dated September 16, 2021
Registration Statement No. 000-000000-00
PRICING TERM SHEET
EVEREST REINSURANCE HOLDINGS, INC.
$1,000,000,000 3.125% Senior Notes due 2052
EVEREST REINSURANCE HOLDINGS, INC.
| Issuer: | Everest Reinsurance Holdings, Inc. (the “Issuer”) | |
| Aggregate Principal Amount: | $1,000,000,000 | |
| Security Title: | 3.125% Senior Notes due 2052 | |
| Offering Format: | SEC Registered | |
| Trade Date: | September 29, 2021 | |
| Settlement Date**: | October 4, 2021 (T+3) | |
| Interest Payment Dates: | Semi-annually on April 15 and October 15, commencing April 15, 2022 | |
| Maturity Date: | October 15, 2052, or if such date is not a business day, the following business day | |
| Price to Public: | 97.874% of the principal amount | |
| Coupon: | 3.125% per annum | |
| Benchmark Treasury: | 2.375% due May 15, 2051 | |
| Benchmark Treasury Price and Yield: | 106-13 / 2.084% | |
| Spread to Benchmark Treasury: | + 115 basis points (1.150%) | |
| Yield to Maturity: | 3.234% | |
| Underwriting Discount: | 0.875%; ($8,750,000 in the aggregate) | |
| Net Proceeds to Issuer Before Expenses: | $969,990,000 | |
| Optional Redemption: | The Notes will be redeemable at the Issuer’s option, in whole or in part for cash, at any time prior to April 15, 2052 (six months prior to the Maturity Date) (the “Par Call Date”), at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes if the Notes matured on the Par Call Date (not including any portion of such payments of interest accrued as of the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus, in each case, accrued and unpaid interest thereon to the redemption date. | |
| At any time on or after the Par Call Date, Issuer may redeem the Notes in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to the redemption date. | ||
| Denominations: | $2,000 and integral multiples of $1,000 in excess thereof | |
| CUSIP/ISIN: | 000000XX0 / US299808AJ43 | |
| Joint Book-Running Managers: | Citigroup Global Markets Inc. Xxxxx Fargo Securities, LLC | |
| Senior Co-Managers: | Barclays Capital Inc. Xxxxxxx Sachs & Co. LLC | |
| Junior Co-Managers: | BNY Mellon Capital Markets, LLC Commerz Markets LLC Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. HSBC Securities (USA) Inc. X.X. Xxxxxx Securities LLC KKR Capital Markets LLC Lloyds Securities Inc. | |
**It is expected that delivery of the Notes will be made against payment therefor on or about October 4, 2021, which is the third business day following the date hereof (such settlement cycle being referred to as ‘‘T+3’’). Pursuant to Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to their date of delivery may be required, by virtue of the fact that the
Notes initially will settle in T+3, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. Purchasers of the Notes who wish to trade such Notes earlier than the second business day preceding settlement should consult their own advisors.
Terms used but not defined in this pricing term sheet have the meanings assigned to them in the preliminary prospectus supplement dated September 29, 2021.
The Issuer has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus supplement dated September 29, 2021 and the accompany prospectus dated September 16, 2021 for this offering in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC website at xxx.xxx.xxx. Alternatively, the Issuer, any underwriter or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling: Citigroup Global Markets Inc. toll-free at 1-800-831-9146 or xxxxxxxxxx@xxxx.xxx or Xxxxx Fargo Securities, LLC toll-free at 0-000-000-0000 or xxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx.
This communication should be read in conjunction with the preliminary prospectus supplement dated September 29, 2021 and the accompanying prospectus dated September 16, 2021.
Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg or another email system.
