The Nassau Companies of New York announced today that it has commenced a private offering (the “Offering”) of $400 million aggregate principal amount of its senior notes due 2030 (the “2030 Notes”), subject to market and other conditions.
The Nassau Companies of New York intends to use the net proceeds from the offering for general corporate purposes and to repay in full all outstanding amounts under the existing term loan credit facility.
The 2030 Notes are being offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in transactions outside the United States in compliance with Regulation S under the Securities Act. The offer and sale of the 2030 Notes have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
This release does not constitute an offer to sell or the solicitation of an offer to buy the 2030 Notes, nor will there be any sale of the 2030 Notes in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful.
About The Nassau Companies of New York
The Nassau Companies of New York, a Delaware corporation, is a subsidiary of Nassau Financial Group (“Nassau”). Based in Hartford, Conn., Nassau is a growth-focused and digitally enabled financial services company with an integrated platform spanning insurance and asset management.
Forward-Looking Statements
This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (“PSLRA”) and the federal securities laws. All statements herein, other statements of historical fact, are forward-looking and intended to be covered by the safe harbor for “forward-looking statements” provided by the PSLRA. Without limiting the foregoing, statements including the words “will,” “expects,” “believes,” “anticipates,” “includes,” “plans,” “assumes,” “estimates,” “projects,” “intends,” “should,” “would,” “could,” “may,” “might,” “potential,” “target” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and there are certain important factors that could cause actual results to differ, possibly materially, from expectations or estimates reflected in the forward-looking statements, including, among others: the results of operations of Nassau Insurance Company, Nassau Life and Annuity Company and Nassau Life Insurance Company of Kansas (the “Insurance Subsidiaries”) are materially affected by economic and political conditions in the U.S. and elsewhere; we are exposed to significant financial and capital risk, including changing interest rates and credit spreads, which may have an adverse effect on our investment portfolio, profitability and financial condition; our businesses remain subject to an uncertain economic, social and political environment; we may have difficulty selling certain holdings in our investment portfolio in a timely manner and realizing full value given their illiquid nature; we could be forced to sell investments at a loss to cover policyholder withdrawals; our investments linked to real estate are subject to credit, market and servicing risk, which could diminish the value of such investments; our investment portfolio may include investments in securities of issuers based outside the U.S., including emerging markets, which may be riskier than securities of U.S. issuers; our valuation of investments may reflect methodologies, estimates and assumptions which are subject to differing interpretations and could result in changes to investment valuations, which may adversely affect our results of operations and financial condition; the determination of the amount of allowances and impairments taken on our investments and our assumptions regarding the fair value and performance of our investments are highly subjective and could materially affect our business, financial condition and results of operations; actual or perceived changes in the global capital markets, general economic and political conditions and policies and interest rates may materially adversely affect our ability to meet liquidity needs, our access to capital, cost of capital, business and results of operations; high inflation levels could have adverse consequences for us, the insurance industry and the U.S. economy generally; we have significant liabilities for policyholders’ benefits which are subject to insurance risk; we are a party to numerous transactions with related parties, which a prospective investor should consider; the interests of our controlling owners may be different from or even adverse to those of the holders of the 2030 Notes (“Noteholders”), and they have no duty to act in the best interests of Noteholders; the indenture governing the 2030 Notes (the “Indenture”) does not limit their control over us; our results of operations and financial condition depend on the accuracy of a broad range of assumptions and estimates made by our management; guaranteed benefits within our Insurance Subsidiaries’ products may have an adverse effect on our earnings; if our risk management policies and procedures, which include the use of derivatives and reinsurance, are not adequate to protect us, we may be exposed to unidentified, unanticipated or inadequately managed risks; our insurance and reinsurance products depend on assumptions related to mortality, morbidity, lapsation, investment returns and expenses, and significant deviations in experience could negatively affect their financial condition and results of operations; our reinsurance program involves risks because we remain liable with respect to the liabilities ceded to reinsurers if the reinsurers fail to meet the obligations assumed by them; there is no guarantee that we will be able to obtain reinsurance on favorable terms and at favorable rates in the future; our failure to comply with the terms of our current or future credit facilities or agreements, the indenture for NCNY’s $300 million aggregate principal amount of 7.45% senior unsecured notes due 2032, the indenture for NNY’s $175 million aggregate principal amount of 7.15% surplus notes due 2034 or the Indenture, or our undergoing a change of control could trigger prepayment obligations or other remedies in favor of the holders of our indebtedness or preferred equity, which could materially adversely affect our business, results of operations and financial condition; our repurchase agreements and reverse repurchase agreements subject us to potential liquidity and other risks; our dependence on our membership in the Federal Home Loan Bank of Boston subjects us to potential liquidity and other risks; our Insurance Subsidiaries may require additional capital to support their business and sustained future growth, which may not be available when needed or may be available only on unfavorable terms, and to comply with regulatory developments that may affect capital requirements; new accounting rules or changes to existing accounting rules could negatively impact our Insurance Subsidiaries’ businesses; we may experience volatility in generally accepted accounting principles net income primarily because of the application of fair value accounting to our derivative instruments; we estimate gross profits in the course of our business, and if our estimates change significantly, we may be required to expense our deferred policy acquisition costs and value of business acquired in an accelerated manner, which would reduce our profitability; any failure to protect the confidentiality of client information, including as a result of human error or failure in our cybersecurity, could adversely affect our reputation and have a material adverse effect on our business, financial condition and results of operations and other aspects of our business; if we do not manage our growth effectively, our financial performance could be adversely affected; our historical growth rates may not be indicative of our future growth; the loss of key employees could adversely affect our operations; we depend on the performance of our third-party service providers, and their failure to perform in a satisfactory manner could adversely affect our business; we face competition from companies that have greater financial resources, broader arrays of products, higher ratings and stronger financial performance, which may impair our ability to retain existing customers, attract new customers, maintain or expand our distribution sources and maintain our profitability and financial condition; our ability to consummate acquisitions and block reinsurance transactions on economically advantageous terms acceptable to us in the future is unknown; the Insurance Subsidiaries may not be able to invest in the types of portfolio investments we have contemplated and, therefore, may be unable to generate the returns we currently expect; artificial intelligence could increase competitive, operational, legal and regulatory risk to our business in ways that we cannot predict; if we are unable to attract and retain national marketing organizations, sales of our products may be reduced; our products and services are sold through intermediaries, and the misrepresentation of our products or services or a failure to properly perform services or the misrepresentation of our products or services could have an adverse effect on our revenues and income and could expose us to liability or litigation; controls and business continuity plans surrounding our information technology could fail or security could be compromised, which could damage our business and adversely affect our financial condition and results of operations; employee and agent error and misconduct may be difficult to detect and prevent and may result in significant losses; the Insurance Subsidiaries’ business operations depend on their abilities to appropriately distribute, execute and administer their policies and claims; the Insurance Subsidiaries must find ways to maintain effective control over growing expenses; a pandemic, epidemic or outbreak of an infectious disease in the United States or worldwide, and its variants, could adversely affect our business, investments and financial condition; catastrophic event risks such as terrorist attacks, floods, severe storms or hurricanes or computer cyber-terrorism could have a material adverse effect on our business; a downgrade or potential downgrade in our Insurance Subsidiaries’ credit or financial strength ratings could harm our competitive position; financial services companies are frequently the targets of litigation, including class action litigation, which could result in substantial defense costs, settlements and judgments; changes in state and federal regulation, including new capital requirements, may affect our financial condition, liquidity and results of operations and other aspects of our business in ways that we cannot predict; PHL Variable Insurance Company, one of our former subsidiaries, is involved in an ongoing rehabilitation, which could adversely affect our reputation, business, financial condition and results of operations; we face a risk of noncompliance with and enforcement action under anti-money laundering statutes and regulations; state treasury and insurance department initiatives with respect to unclaimed property may result in liabilities for our Insurance Subsidiaries if we or our reinsurers are not compliant; our business may be adversely affected by adverse publicity or increased governmental and regulatory actions with respect to us, other companies or the financial services industry in general; the financial services industry faces great uncertainty from a regulatory perspective; risks from various National Association of Insurance Commissioners initiatives could impact profitability and capital; the Insurance Subsidiaries may face increased scrutiny from their local regulators; the Insurance Subsidiaries may face regulatory constraints on the amount, if any, of dividends permitted to be paid to Nassau; the impact of potential legislation limiting cessions by onshore insurers to offshore affiliated reinsurers or the imposition of greater tax burdens on such cessions; regulatory constraints on intercompany transactions; possible regulatory approval constraints on the development of new products; changes in federal income taxation laws, including reduction in individual income tax rates or modification to BEAT, may adversely affect sales of our Insurance Subsidiaries’ products and profitability; our ability to use our net operating losses to offset future taxable income may be subject to certain limitations; our substantial level of indebtedness could adversely affect our financial condition and prevent us from making payments on the 2030 Notes and our other debt obligations; if we do not generate sufficient cash flows, we may be unable to service all of our indebtedness; we are a holding company and depend on our subsidiaries to generate sufficient cash flow to meet our debt service obligations, including payments on the 2030 Notes; the 2030 Notes will be unsecured and will be effectively subordinated to any secured indebtedness we incur; claims of holders of the 2030 Notes will be structurally subordinated to claims of creditors of certain of our subsidiaries that will not guarantee the 2030 Notes; the guarantees by Nassau, Nassau Insurance Group Holdings, L.P., The Nassau Companies, Nassau Asset Management LLC, and NRH, L.P., jointly and severally, on a senior unsecured basis pursuant to the Indenture (the “Note Guarantees”) may not be enforceable (or could be voidable) because of fraudulent transfer or conveyance laws and, as a result, you may be required to return payments received by you in respect of the Note Guarantees; our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly; we may not be able to satisfy our obligations to holders of the 2030 Notes upon a change of control; the 2030 Notes do not restrict our ability to incur additional debt or prohibit us from taking other action that could negatively impact holders of the 2030 Notes; if the 2030 Notes become rated investment grade by each of S&P Global Ratings and Moody’s Investors Service, Inc., certain covenants will not be applicable and the Note Guarantees may be released; the Indenture will contain cross-default or cross-acceleration provisions that may cause all of the 2030 Notes to become immediately due and payable because of a default under an unrelated debt instrument; the Indenture and the terms of our other indebtedness will impose significant operating and financial restrictions, which may prevent us from capitalizing on business opportunities and may impede our ability to refinance our indebtedness; we may designate certain of our subsidiaries as unrestricted, in which case they would not be subject to the restrictive covenants in the Indenture; there is no public market for the 2030 Notes, and you cannot be sure that an active trading market will develop for them; The Nassau Companies of New York may redeem the 2030 Notes prior to the maturity date, and you may not be able to reinvest in a comparable security; the credit ratings assigned to The Nassau Companies of New York, Nassau and to the 2030 Notes may not reflect all risks of an investment in the 2030 Notes, and an adverse rating of the 2030 Notes may cause their trading price to decline; an increase in market interest rates could result in a decrease in the value of the 2030 Notes; we are not providing all of the information that would be required if this Offering were being registered with the Securities and Exchange Commission; we may be unable to repay or repurchase the 2030 Notes at maturity; and our shareholders’ interests may conflict with yours as a Noteholder.
The foregoing summary of important factors is not exhaustive. The forward-looking statements should be considered in light of these risks and uncertainties. All forward-looking statements in this release are based solely on information available to us on the date of this release. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of changed circumstances, new information, future events or otherwise, except as may be required by law. Please refer to the “Risk Factors” section of the Offering Circular for a discussion of important factors that should be considered before investing in the 2030 Notes.
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