News releases

¹ As of the date of the Offer to Purchase, the 2030 Notes bear interest at a rate of 6.800%, reflecting an increase that became effective in July 2022 as a result of Moody’s rating downgrade of the 2030 Notes to Ba1, following S&P’s withdrawal of its rating of the 2030 Notes.

Because the Tendered Notes do not exceed the Aggregate Tender Cap, neither series of such Notes that have been tendered prior to the Early Tender Deadline will be subject to proration. All Tendered Notes have been accepted for purchase on the Early Settlement Date (as defined below).

Subject to the Aggregate Tender Cap and proration, all Notes validly tendered and not validly withdrawn after the Early Tender Deadline having a higher Acceptance Priority Level (with 1 being the highest) will be accepted before any validly tendered and not validly withdrawn Notes having a lower Acceptance Priority Level (with 2 being the lowest Acceptance Priority Level), and all Notes validly tendered after the Early Tender Deadline having a higher Acceptance Priority Level will be accepted before any Notes validly tendered after the Early Tender Deadline having a lower Acceptance Priority Level.

Notes of the series in the last Acceptance Priority Level accepted for purchase in accordance with the terms and conditions of the Offers may be subject to proration (rounded to avoid the purchase of Notes in a principal amount other than in an integral multiple of $1,000) if the aggregate principal amount of the Notes of such series validly tendered and not validly withdrawn would cause the Aggregate Tender Cap to be exceeded. 

Holders of Notes which were validly tendered, and not validly withdrawn, at or prior to the Early Tender Deadline and that are accepted for purchase as described in the Offer to Purchase, will receive the applicable Total Consideration (as defined in the Offer to Purchase) for such Notes, which includes the Early Tender Premium (as defined in the Offer to Purchase).  In addition, with respect to the Notes accepted for purchase, ALIC will pay Accrued Interestto, but not including, the settlement date, which is expected to be August 27, 2025 (Early Settlement Date).

The Offers are scheduled to expire at the Expiration Time.  Tenders of the Notes in the Offers may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law.  On each applicable settlement date, holders of Notes that are validly tendered and accepted for purchase by ALIC will receive the applicable Total Consideration and accrued and unpaid interest on the principal amount of Notes accepted for purchase from the most recent interest payment date on the Notes to, but not including, the applicable settlement date (Accrued Interest).

ALIC’s obligation to purchase Notes in any of the Offers is conditioned on the satisfaction or waiver of a number of conditions as described in the Offer to Purchase.  Neither of the Offers is conditioned upon the tender of any minimum principal amount of Notes of such series or of the other series.  However, the Offers are subject to the Aggregate Tender Cap. ALIC reserves the right, but is under no obligation, to increase the Aggregate Tender at any time, subject to compliance with applicable law.  In the event of a termination of an Offer, neither the applicable consideration will be paid or become payable to the holders of the applicable series of Notes, and the Notes tendered pursuant to such Offer will be promptly returned to the tendering holders. ALIC has the right, in its sole discretion, to not accept any tenders of Notes for any reason and to amend or terminate an Offer at any time.

Copies of the Offer to Purchase are available to holders of the Notes from D.F. King & Co., Inc., the tender agent and information agent for the Offers (Tender and Information Agent).  Requests for copies of the Offer to Purchase should be directed to the Tender and Information Agent at +1 (866) 620-2536 (toll free) and +1 (212) 269-5550 (collect) or by e-mail to [email protected]. ALIC has engaged BMO Capital Markets Corp. and Truist Securities, Inc. as dealer managers for the Offers. Questions regarding the terms of the Offers may be directed to BMO Capital Markets Corp. at +1 (212) 702-1840 (collect) or +1 (833) 418-0762 (toll-free); and Truist Securities, Inc. at +1 (404) 926-5262 (collect) or +1 (833) 594-7730 (toll-free).

None of ALIC, CII, the dealer managers, the Tender and Information Agent, the trustee for the Notes or any of their respective affiliates is making any recommendation as to whether holders should or should not tender any Notes in response to the Offers or expressing any opinion as to whether the terms of the Offers are fair to any holder. Holders of the Notes must make their own decision as to whether to tender any of their Notes and, if so, the principal amount of Notes to tender. Please refer to the Offer to Purchase for a description of the offer terms, conditions, disclaimers and other information applicable to the Offers. This press release does not constitute an offer to purchase or the solicitation of an offer to sell any securities.  The Offers are being made solely by means of the Offer to Purchase. ALIC is making the Offers only in those jurisdictions where it is legal to do so.  The Offers are not being made to holders of the Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

Forward-Looking Statements

This news release contains “forward-looking statements,” which involve risks and uncertainties often, but not always, identified through the use of words or phrases such as “believes,” “plans,” “intends,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “projection,” “target,” “goal,” “objective,” “outlook” and similar expressions. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be accomplished.

About AuguStar Life Insurance Company

AuguStar Life Insurance Company (ALIC) is a direct, wholly-owned subsidiary of Constellation Insurance Inc (CII). AuguStar manufactures and distributes a range of life insurance and annuity products designed for individuals and small businesses, including whole life insurance, universal life insurance, variable universal life insurance, term life insurance and individual fixed and fixed indexed annuities.

About Constellation Insurance, Inc.

Constellation Insurance, Inc. is a diversified financial services group offering insurance, reinsurance, asset management and institutional markets solutions through AuguStar Retirement, AuguStar Life, AuguStar Seguros, Constellation Investments, Constellation Re and Constellation Institutional Markets. Constellation’s investors and equal partners, CDPQ and Ontario Teachers’, are two of the largest long-term institutional investors in North America.eachers’, are two of the largest long-term institutional investors in North America.