ZURICH, Aug. 14, 2017 /PRNewswire/ -- Chubb Limited (NYSE: CB) today announced that its U.S.-based subsidiary Chubb INA Holdings Inc. (the "Issuer") has commenced a consent solicitation (the "Consent Solicitation") from holders of record as of 5:00 p.m. Eastern Daylight Savings Time on August 11, 2017 of its 6.8% Debentures due 2031 (CUSIP No. 171232AE1) (the "Debentures") to terminate, in accordance with its terms, the replacement capital covenant dated as of March 29, 2007 entered into originally by The Chubb Corporation ("Chubb Corp."). The Issuer is successor by merger to Chubb Corp.
The replacement capital covenant was originally entered into in favor of and for the benefit of the holders of the Debentures and in connection with the issuance by the Issuer of $1,000,000,000 aggregate principal amount of 6.375% Directly Issued Subordinated Capital Securities due 2067 (the "Capital Securities"). The proposed termination of the replacement capital covenant requires, among other conditions, the consent (the "Consent") of the holders of Debentures representing at least a majority in aggregate principal amount outstanding. The complete terms and conditions of the Consent Solicitation are set forth in the Issuer's Consent Solicitation Statement dated August 14, 2017 and the related letter of consent (together, the "Solicitation Documents"), to be distributed to holders of the Debentures for their consideration. Holders are urged to read the Solicitation Documents carefully.
Under the terms of the replacement capital covenant, the Issuer may only repay, redeem, defease or purchase the Capital Securities if a specific portion of the funds used are proceeds from the sale of equity or certain equity-like securities and if such sale took place within a specified time period prior to such repayment, redemption, defeasance or repurchase. If the proposed termination becomes effective, the Issuer will be able to repay, redeem, defease or purchase any or all of the Capital Securities, regardless of the source of the consideration used to repay, redeem, defease or purchase the Capital Securities.
The Consent Solicitation will expire at 5:00 p.m. Eastern Daylight Savings Time on Friday, August 18, 2017, unless extended or earlier terminated by the Issuer (the "Expiration Time"). If the Issuer accepts the valid Consents of holders of at least a majority in aggregate principal amount of the Debentures (the "Requisite Consents"), holders who validly deliver their Consent by the Expiration Time in the manner described in the Solicitation Documents will be eligible to receive a consent fee of $10 in cash per $1,000 in principal amount of the Debentures as to which such Consent was validly delivered.
Consents may be revoked at any time prior to the earlier of the date on which the Requisite Consents are obtained and the Expiration Time, which is referred to as the "Revocation Deadline," but not thereafter.
If the proposed termination of the replacement capital covenant is approved, the termination will be binding on all holders of the Debentures, including those that did not deliver their Consent, and only holders validly delivering their Consent on or prior to the Expiration Time will receive the consent fee.
Copies of the Solicitation Documents may be obtained by holders of the Debentures from the Information and Tabulation Agent for the Consent Solicitation, Global Bondholder Services Corporation, at (212) 430-3774 (banks and brokers) and (866) 807-2200 (toll-free).
Citigroup Global Markets Inc. is the Solicitation Agent for the Consent Solicitation. Questions regarding the Consent Solicitation may be directed to Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106.
The Issuer, the Information and Tabulation Agent, the Solicitation Agent, the trustee for the Debentures and any of their respective affiliates make no recommendation as to whether holders of the Debentures should deliver their Consent to the proposed termination of the replacement capital covenants pursuant to the Consent Solicitation, and no one has been authorized by any of them to make such recommendation. Each holder of the Debentures must make its own decision as to whether to give its Consent.
THIS NEWS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE A SOLICITATION OF CONSENTS.
THE CONSENT SOLICITATION IS BEING MADE ONLY PURSUANT TO THE SOLICITATION DOCUMENTS THAT THE INFORMATION AND TABULATION AGENT WILL DISTRIBUTE TO HOLDERS OF THE DEBENTURES. HOLDERS OF THE DEBENTURES SHOULD READ CAREFULLY THE SOLICITATION DOCUMENTS PRIOR TO MAKING ANY DECISION WITH RESPECT TO THE CONSENT SOLICITATION, BECAUSE THOSE DOCUMENTS CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE CONSENT SOLICITATION.
Chubb is the world's largest publicly traded property and casualty insurance company. With operations in 54 countries, Chubb provides commercial and personal property and casualty insurance, personal accident and supplemental health insurance, reinsurance and life insurance to a diverse group of clients. As an underwriting company, we assess, assume and manage risk with insight and discipline. We service and pay our claims fairly and promptly. The company is also defined by its extensive product and service offerings, broad distribution capabilities, exceptional financial strength and local operations globally. Parent company Chubb Limited is listed on the New York Stock Exchange (NYSE: CB) and is a component of the S&P 500 index. Chubb maintains executive offices in Zurich, New York, London and other locations, and employs approximately 31,000 people worldwide. Additional information can be found at: www.chubb.com.
SOURCE Chubb Limited