The Hartford today commenced the debt reduction component of its
previously announced capital management plan with the launch of cash
tender offers for an aggregate principal amount of $800 million of
senior debt. As part of this plan, the company expects to reduce its
debt outstanding by approximately $1 billion. This includes the
previously announced intent to repay 2013 and 2014 debt maturities
totaling $520 million, as well as the effect of the tender
offers, net of a proposed new issue of long-term senior debt securities
that The Hartford intends to issue, subject to market conditions, as
described below.
The Hartford, together with Hartford Life, Inc. as provided below, the
“Offeror”, announced today the commencement of tender offers (the
“Offers”, and each an “Offer”) comprising:
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an Offer (the “First Tranche Dutch Auction Offer”) to purchase up to
$300 million (subject to increase, the “First Tranche Dutch Auction
Tender Cap”) aggregate principal amount of the “First Tranche Dutch
Auction Notes” set forth in the table below;
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an Offer (the “Second Tranche Dutch Auction Offer”) to purchase up to
$150 million (subject to increase, the “Second Tranche Dutch Auction
Tender Cap”) aggregate principal amount of the “Second Tranche Dutch
Auction Notes” set forth in the table below, in each case at a
purchase price determined in accordance with the procedures of a
modified “Dutch Auction”; and
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together, with Hartford Life, Inc. with respect to two series of notes
issued by Hartford Life, Inc. indicated in the table below, an Offer
(the “Waterfall Offer”) to purchase up to $350 million (subject to
increase, the “Waterfall Tender Cap”) aggregate principal amount of
the “Waterfall Notes” set forth in the table below, each at a price
determined by reference to a fixed spread above the bid-side yield on
the applicable reference security and accepted in accordance with the
acceptance priority level set forth in the table below.
The Hartford intends, as part of its overall capital management plan, to
issue, subject to market conditions, new long-term senior debt
securities in an amount equal to all or a portion of the amount
purchased or expected to be purchased in the Waterfall Tender Offer. Any
such offering of debt securities, should any be effected, may occur
before or after the expiration of the Offers. The Offers are not
conditioned on any issuance of debt securities and are not offers to
sell or solicitation of an offer to purchase such debt securities (which
will be made only pursuant to a prospectus supplement and accompanying
prospectus, pursuant to our existing effective shelf registration
statement). Each Offer is also subject to the satisfaction or waiver of
certain other conditions specified in the Offer to Purchase. No Offer is
conditioned on the tender of any minimum principal amount of Notes or
the completion of any of the Offers.
Title of Notes
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Acceptance Priority Level
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Principal Amount Outstanding
(millions)
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Early Tender Payment(1)
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Fixed Spread (bps) (1) (2)
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Acceptable Bid Spread Range
(1) (2)
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CUSIP Numbers
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Minimum Spread (bps)
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Base Spread (bps)
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Reference U.S. Treasury Security
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Bloomberg Reference Page
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Dutch Auction Offers
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First Tranche Dutch Auction Notes
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7.300% Debentures due 2015
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45068HAF3
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N/A
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$200.0
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$30
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N/A
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45
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85
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0.250% due February 28, 2015
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PX1
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6.300% Senior Notes due 2018
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416515AU8
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N/A
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$500.0
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$30
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N/A
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75
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115
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0.750% due February 28, 2018
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PX1
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6.000% Senior Notes due 2019
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416515AV6
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N/A
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$500.0
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$30
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N/A
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130
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170
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0.750% due February 28, 2018
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PX1
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Second Tranche Dutch Auction Notes
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5.500% Senior Notes due 2016
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416515AR5
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N/A
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$300.0
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$30
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N/A
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70
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110
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0.375% due February 15, 2016
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PX1
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5.375% Senior Notes due 2017
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416515AT1
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N/A
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$500.0
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$30
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N/A
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40
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80
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0.750% due February 28, 2018
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PX1
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4.000% Senior Notes due 2017
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416518AA6
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N/A
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$325.0
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$30
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N/A
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60
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100
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0.750% due February 28, 2018
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PX1
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4.000% Senior Notes due 2015
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416515AY0
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N/A
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$300.0
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$30
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N/A
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50
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90
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0.250% due February 28, 2015
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PX1
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Waterfall Offer
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Waterfall Notes
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7.650% Debentures due 2027*
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416592AC7
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1
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$148.9
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$30
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225
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N/A
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N/A
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2.000% due February 15, 2023
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PX1
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7.375% Senior Notes due 2031*
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416592AE3
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2
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$92.4
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$30
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125
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N/A
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N/A
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2.750% due November 15, 2042
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PX1
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6.625% Senior Notes due 2042
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416518AC2
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3
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$425.0
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$30
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140
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N/A
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N/A
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2.750% due November 15, 2042
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PX1
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6.625% Senior Notes due 2040
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416515BA1
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4
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$300.0
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$30
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140
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N/A
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N/A
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2.750% due November 15, 2042
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PX1
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5.950% Senior Notes due 2036
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416515AS3
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5
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$300.0
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$30
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140
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N/A
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N/A
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2.750% due November 15, 2042
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PX1
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6.100% Senior Notes due 2041
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416515AP9
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6
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$408.8
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$30
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140
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N/A
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N/A
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2.750% due November 15, 2042
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PX1
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______________________________________________________________________________
(1) Per $1,000 principal amount of Notes accepted for purchase. We will
also pay accrued and unpaid interest to, but not including, the
applicable Settlement Date (defined below).
(2) Includes the applicable Early Tender Payment.
* Issued by Hartford Life, Inc.
The terms and conditions of the Offers are described in the offer to
purchase dated March 7, 2012 (the “Offer to Purchase”) and the related
letter of transmittal (the “Letter of Transmittal” and, together with
the Offer to Purchase, the “Offer Documents”).
The Offers will expire at 11:59 p.m., New York City time, on April 3,
2013, unless extended or earlier terminated by the Offeror (such date
and time with respect to an Offer, as the same may be extended or
earlier terminated, the “Expiration Time”). Holders must validly tender
and not properly withdraw their Notes at or prior to 5:00 p.m., New York
City time, on March 20, 2013, unless extended by the Offeror (such date
and time with respect to an Offer, the “Early Tender Time”) in order to
be eligible to receive the applicable Full Tender Offer Consideration
(defined below), which includes the applicable early tender payment set
forth in the table above (the “Early Tender Payment”). Holders that
validly tender their Notes after the applicable Early Tender Time and at
or prior to the applicable Expiration Time for an Offer will not be
eligible to receive the Early Tender Payment and will only be eligible
to receive the applicable Late Tender Offer Consideration. The Price
Determination Time will be 2:00 p.m., New York City time, on March 21,
2013, unless extended by the Offeror. In each case, Holders that validly
tender Notes that are accepted for purchase by the Offeror will receive
accrued and unpaid interest from, and including, the last interest
payment date to, but not including, the Settlement Date for such Notes,
in each case rounded to the nearest cent (“Accrued Interest”). Notes
validly tendered may be withdrawn at any time on or prior to 5:00 p.m.,
New York City time, on March 20, 2013, unless extended by the Offeror
(such date and time with respect to an Offer, as the same may be
extended, the “Withdrawal Deadline”), but not thereafter.
Acceptance of Notes with respect to each Offer is subject to proration
if such Offer is oversubscribed. If any Notes are purchased in an Offer,
Notes tendered at or prior to the applicable Early Tender Time will be
accepted for purchase in priority to other Notes tendered in the same
Offer after the applicable Early Tender Time. Accordingly, if the First
Tranche Dutch Auction Tender Cap, Second Tranche Dutch Auction Tender
Cap or the Waterfall Tender Cap is reached in respect of tenders made at
or prior to the applicable Early Tender Time, no First Tranche Dutch
Auction Notes, Second Tranche Dutch Auction Notes or Waterfall Notes,
respectively, that are tendered after the applicable Early Tender Time
will be accepted for purchase.
Following the applicable Early Tender Time and prior to the applicable
Expiration Time, the Offeror may, but is not obligated, with respect to
any Offer, elect to accept the Notes validly tendered at or prior to the
applicable Early Tender Time, provided that all conditions to such Offer
have been satisfied or waived by the Offeror and settle such Notes at
such time or promptly thereafter (such date of settlement with respect
to an Offer, the “Early Settlement Date”). The “Final Settlement Date”
with respect to an Offer is the date that the Offeror settles all Notes
not previously settled on the applicable Early Settlement Date, if any,
and the Offeror expects such date to be one business day following the
applicable Expiration Time. The Early Settlement Date is expected to be
March 26, 2013, and the Final Settlement Date is expected to be April 4,
2013, in each case subject to change without notice. The Offeror refers
to each of the Early Settlement Date and the Final Settlement Date as a
“Settlement Date.”
Capitalized terms used in this press release and not defined herein have
the meanings given to them in the Offer to Purchase.
BofA Merrill Lynch, Credit Suisse Securities (USA) LLC and J.P. Morgan
Securities LLC, are acting as dealer managers for the Offers. For
additional information regarding the terms of the Offers, please
contact: BofA Merrill Lynch at 888-292-0070 (toll-free) or 980-683-3215
(collect), Credit Suisse Securities (USA) LLC at 800-820-1653
(toll-free) or 212-538-2147 (collect) or J.P. Morgan Securities LLC at
866-834-4666 (toll-free) or 212-834-4811 (collect). Requests for the
Offer Documents may be directed to D.F. King & Co., Inc., which is
acting as the Tender Agent and Information Agent for the Offers, at
212-269-5550 or 800-488-8095 (toll-free).
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN
OFFER OR SOLICITATION TO PURCHASE NOTES. THE OFFERS TO PURCHASE ARE
BEING MADE SOLELY PURSUANT TO THE OFFER DOCUMENTS, WHICH SET FORTH THE
COMPLETE TERMS OF THE OFFERS THAT HOLDERS OF THE NOTES SHOULD CAREFULLY
READ PRIOR TO MAKING ANY DECISION.
THE OFFER DOCUMENTS DO NOT CONSTITUTE AN OFFER OR SOLICITATION TO
PURCHASE NOTES IN ANY JURISDICTION IN WHICH, OR TO OR FROM ANY PERSON TO
OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION UNDER
APPLICABLE SECURITIES OR BLUE SKY LAWS. IN ANY JURISDICTION IN WHICH THE
SECURITIES, BLUE SKY OR OTHER LAWS REQUIRE THE OFFERS TO BE MADE BY A
LICENSED BROKER OR DEALER, THE OFFERS WILL BE DEEMED TO BE MADE ON
BEHALF OF THE OFFEROR BY ANY OR ALL DEALER MANAGERS, IF ONE OR MORE OF
THE DEALER MANAGERS ARE LICENSED BROKERS OR DEALERS UNDER THE LAWS OF
SUCH JURISDICTION, OR BY ONE OR MORE REGISTERED BROKERS OR DEALERS THAT
ARE LICENSED UNDER THE LAWS OF SUCH JURISDICTION.
NEITHER THIS PRESS RELEASE NOR THE OFFER DOCUMENTS CONSTITUTE AN OFFER
TO SELL OR SOLICITATION OF AN OFFER TO PURCHASE WITH RESPECT TO ANY DEBT
SECURITIES, NOR SHALL THERE BE ANY SALE OF SECURITIES IN ANY STATE OR
JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR PURCHASE WOULD BE
UNLAWFUL PRIOR TO THE REGISTRATION OR QUALIFICATION UNDER THE SECURITIES
LAWS OF ANY SUCH JURISDICTION. THE HARTFORD HAS FILED A SHELF
REGISTRATION STATEMENT (INCLUDING A PROSPECTUS) WITH THE SECURITIES AND
EXCHANGE COMMISSION (THE “SEC”) PURSUANT TO WHICH ANY OFFERING OF DEBT
SECURITIES REFERRED TO ABOVE WOULD BE MADE. IN CONNECTION WITH THE
COMMENCEMENT OF ANY SUCH OFFERING, THE HARTFORD WILL FILE A PROSPECTUS
SUPPLEMENT WITH THE SEC.
About The Hartford
With more than 200 years of expertise, The Hartford (NYSE:HIG) is a
leader in property and casualty insurance, group benefits and mutual
funds. The company is widely recognized for its excellence,
sustainability practices, trust and integrity. More information on the
company and its financial performance is available at www.thehartford.com.
SAFE HARBOR STATEMENT
Some of the statements in this release should be considered
forward-looking statements as defined in the Private Securities
Litigation Reform Act of 1995. Forward-looking statements can be
identified by words such as “anticipates,” “intends,” “plans,” “seeks,”
“believes,” “estimates,” “expects,” “projects” and similar references to
the future. Examples of forward-looking statements include, but are not
limited to, statements the company makes regarding future results of
operations. The Hartford cautions investors that these forward-looking
statements are not guarantees of future performance, and actual results
may differ materially. Investors should consider the important risks and
uncertainties that may cause actual results to differ. These important
risks and uncertainties include: challenges related to The Hartford’s
and its subsidiaries’ (collectively, the “Company”) current operating
environment, including continuing uncertainty about the strength and
speed of the recovery in the United States and other key economies and
the impact of governmental stimulus and austerity initiatives, sovereign
credit concerns, a sustained low interest rate environment, higher tax
rates and other potentially adverse developments on financial, commodity
and credit markets and consumer and business spending and investment and
the effect of these events on our returns in investment portfolios and
our hedging costs associated with our variable annuities business; the
risks, challenges and uncertainties associated with our capital
management plan and our strategic realignment to focus on our property
and casualty, group benefits and mutual fund businesses, place our
Individual Annuity business into run-off and the sale of the Individual
Life, Woodbury Financial Services and the Retirement Plans businesses;
execution risk related to the continued reinvestment of our investment
portfolios and refinement of our hedge program for our run-off annuity
block; market risks associated with our business, including changes in
interest rates, credit spreads, equity prices, market volatility and
foreign exchange rates, and implied volatility levels, as well as
continuing uncertainty in key sectors such as the global real estate
market; the possibility of unfavorable loss development including with
respect to long-tailed exposures; the possibility of a pandemic,
earthquake, or other natural or man-made disaster that may adversely
affect our businesses; weather and other natural physical events,
including the severity and frequency of storms, hail, winter storms,
hurricanes and tropical storms, as well as climate change and its
potential impact on weather patterns; risk associated with the use of
analytical models in making decisions in key areas such as underwriting,
capital, reserving, and catastrophe risk management; the uncertain
effects of emerging claim and coverage issues; the Company’s ability to
effectively price its property and casualty policies, including its
ability to obtain regulatory consents to pricing actions or to
non-renewal or withdrawal of certain product lines; the impact on our
statutory capital of various factors, including many that are outside
the Company’s control, which can in turn affect our credit and financial
strength ratings, cost of capital, regulatory compliance and other
aspects of our business and results; risks to our business, financial
position, prospects and results associated with negative rating actions
or downgrades in the Company’s financial strength and credit ratings or
negative rating actions or downgrades relating to our investments; the
impact on our investment portfolio if our investment portfolio is
concentrated in any particular segment of the economy; volatility in our
earnings and potential material changes to our results resulting from
our adjustment of our risk management program to emphasize protection of
economic value; the potential for differing interpretations of the
methodologies, estimations and assumptions that underlie the valuation
of the Company’s financial instruments that could result in changes to
investment valuations; the subjective determinations that underlie the
Company’s evaluation of other-than-temporary impairments on
available-for-sale securities; losses due to nonperformance or defaults
by others; the potential for further acceleration of deferred policy
acquisition cost amortization; the potential for further impairments of
our goodwill or the potential for changes in valuation allowances
against deferred tax assets; the possible occurrence of terrorist
attacks and the Company’s ability to contain its exposure, including the
effect of the absence or insufficiency of applicable terrorism
legislation on coverage; the difficulty in predicting the Company’s
potential exposure for asbestos and environmental claims; the response
of reinsurance companies under reinsurance contracts and the
availability, pricing and adequacy of reinsurance to protect the Company
against losses; actions by our competitors, many of which are larger or
have greater financial resources than we do; the Company’s ability to
distribute its products through distribution channels, both current and
future; the cost and other effects of increased regulation as a result
of the enactment of the Dodd-Frank Wall Street Reform and Consumer
Protection Act of 2010, which, among other effects, vests a Financial
Services Oversight Council with the power to designate “systemically
important” institutions, will require central clearing of, and/or impose
new margin and capital requirements on, derivatives transactions, and
created a new “Federal Insurance Office” within the U.S. Department of
the Treasury; unfavorable judicial or legislative developments; the
potential effect of other domestic and foreign regulatory developments,
including those that could adversely impact the demand for the Company’s
products, operating costs and required capital levels; regulatory
limitations on the ability of the Company and certain of its
subsidiaries to declare and pay dividends; the Company’s ability to
maintain the availability of its systems and safeguard the security of
its data in the event of a disaster, cyber or other information security
incident or other unanticipated event; the risk that our framework for
managing operational risks may not be effective in mitigating material
risk and loss to the Company; the potential for difficulties arising
from outsourcing relationships; the impact of changes in federal or
state tax laws; regulatory requirements that could delay, deter or
prevent a takeover attempt that shareholders might consider in their
best interests; the impact of potential changes in accounting principles
and related financial reporting requirements; the impact of any future
errors in financial reporting; the Company’s ability to protect its
intellectual property and defend against claims of infringement; the
Offeror’s ability to consummate each of the Offers and the Company’s
ability to otherwise implement its capital management plan, including
The Hartford Financial Services Group’s intent to issue the debt
securities referred to herein; and other factors described in such
forward-looking statements and other factors described in
The Hartford's 2012 Annual Report on Form 10-K, and other filings
The Hartford makes with the Securities and Exchange Commission.
Any forward-looking statement made by the company in this release speaks
only as of the date of this release. Factors or events that could cause
the company's actual results to differ may emerge from time to time, and
it is not possible for the company to predict all of them. The company
undertakes no obligation to publicly update any forward-looking
statement, whether as a result of new information, future developments
or otherwise.
HIG-F