Conseco Inc: Key Developments
Conseco, Inc. Announces Closing Of Sale Of Common Stock and Warrants To Paulson
November 13, 2009 |
| Conseco, Inc. announced that it has closed its previously-announced private sale of 16.4 million shares of common stock and warrants to purchase 5.0 million shares of common stock to Paulson & Co. Inc., on behalf of the several investment funds and accounts managed by it (Paulson) for an aggregate purchase price of $77.9 million. Paulson has informed Conseco that, after giving effect to the closing of the private sale of common stock, it owns approximately 9.9% of Conseco's outstanding shares, including shares Paulson previously acquired in open market transactions. Conseco granted certain registration rights to Paulson in connection with its acquisition of the common stock and warrants. Conseco used $36.8 million, one-half of the net proceeds from the issuance of these shares and warrants, to repay indebtedness under its credit agreement. The remaining net proceeds have been or will be used, as applicable: to pay the portion of the purchase price of Conseco's existing 3.50% Convertible Debentures due September 30, 2035 that were tendered and accepted in the cash tender offer for such existing convertible debentures that expired on November 12, 2009 that is not funded by the issuance of its 7.0% Convertible Senior Debentures due 2016 to pay the portion of the repurchase price of the existing convertible debentures on September 30, 2010 that Conseco is required by the holders thereof to repurchase that is not funded by the issuance of its new convertible debentures, if any. |
Conseco, Inc. Announces First Closing of 7.0% Convertible Senior Debentures Due 2016
November 13, 2009 |
| Conseco, Inc. announced that it has completed the first closing of its previously-announced private offering of up to $293.0 million aggregate principal amount of its 7.0% Convertible Senior Debentures due 2016 (new convertible debentures). In connection with the first closing, Conseco issued to the initial purchaser $176,490,000 aggregate principal amount of new convertible debentures, which equals the aggregate principal amount of Conseco's existing 3.50% Convertible Debentures due September 30, 2035 (existing convertible debentures) that were tendered and accepted in Conseco's cash tender offer that expired on November 12, 2009. In connection with the first closing, Conseco received aggregate net proceeds of approximately $172.0 million (after taking into account the discounted offering price less initial purchaser's discounts and commissions, but before expenses), which it used to fund a substantial portion of the purchase price of its existing convertible debentures that were tendered and accepted in Conseco's cash tender offer. Interest on the convertible debentures issued in connection with the first closing will be payable semi-annually on June 30 and December 30, beginning on December 30, 2009, at a rate of 7.0% per year, and the new convertible debentures will mature on December 30, 2016. The new convertible debentures will not be convertible prior to June 30, 2013, except under limited circumstances. |
Conseco, Inc. Announces Pricing of up to $293.0 Million Of 7.0% Convertible Senior Debentures Due 2016
October 14, 2009 |
| Conseco, Inc. announced that it has entered into an agreement to sell up to $293.0 million aggregate principal amount of its 7.0% Convertible Senior Debentures due 2016, in a private offering. Conseco has been advised that the initial purchaser in the private offering has offered to resell the new convertible debentures to a number of qualified institutional buyers. Conseco has been informed by the initial purchaser that Paulson & Co. Inc., on behalf of the several investment funds and accounts managed by it (Paulson), has entered into an agreement with the initial purchaser to purchase up to $200.0 million aggregate principal amount of the new convertible debentures. December 30 at a rate of 7.0% per year, and the convertible debentures will mature on December 30, 2016. The convertible debentures will not be convertible prior to June 30, 2013, except under limited circumstances. The net proceeds from the private convertible debenture offering will be used to fund a substantial portion of the purchase price of the existing convertible debentures in the intended tender offer, the repurchase price of any of Conseco's existing convertible debentures on September 30, 2010 that Conseco is required by the holders thereof to repurchase, if any, and the redemption price of any of Conseco's existing convertible debentures on October 5, 2010, if any existing convertible debentures remain outstanding. |
Conseco, Inc. Announces That Paulson Agrees To Buy Common Stock and Warrants; To Issues Convertible Senior Debentures
October 13, 2009 |
| Conseco, Inc. announced that, as part of a series of transactions intended to enhance its capital position, it entered into a stock and warrant purchase agreement with Paulson & Co. Inc., on behalf of the several investment funds and accounts managed by it (collectively, Paulson), to sell to Paulson 16.4 million shares of common stock and warrants to purchase 5.0 million shares of common stock for an aggregate purchase price of $77.9 million. In addition, Conseco announced its intention to privately offer, subject to certain conditions, up to $293.0 million aggregate principal amount of convertible senior debentures to fund a substantial portion of the purchase price of its existing convertible debentures that are tendered in a cash tender offer for its existing convertible debentures that Conseco intends to commence in the near future. Upon closing the private sale of common stock, Paulson will own approximately 9.9% of Conseco's outstanding shares, including shares Paulson previously acquired in open market transactions. Conseco will grant certain registration rights to Paulson in connection with its acquisition of the common stock and warrants. Half of the net proceeds from the issuance of these shares will be used to repay indebtedness under Conseco's credit agreement. |
Conseco, Inc. Announces Proposed Registered Offering of Common Stock
October 13, 2009 |
| Conseco, Inc. announced that it plans to file a registration statement with the Securities and Exchange Commission relating to a proposed registered offering of common stock that would generate not less than $200 million in gross proceeds to Conseco. In connection with its concurrently announced agreement to privately sell to investment funds managed by Paulson & Co. Inc. 16.4 million shares of common stock and warrants to purchase 5.0 million shares of common stock, Conseco has agreed, to the extent such offering of common stock does not jeopardize Conseco's ability to use its existing net operating loss carry-forwards, that it will use its reasonable best efforts to consummate the proposed registered offering no later than 120 days after the consummation of the cash tender offer for Conseco's 3.50% Convertible Debentures due September 30, 2035 that Conseco intends to commence in the near future (which 120th day Conseco currently expects to be March 12, 2010). There can be no assurance that Conseco will be able to complete the proposed registered offering by the 120th day after the consummation of the cash tender offer, in such amount, or at all. Conseco is currently required to use half of the net proceeds of any such issuance to repay indebtedness under its credit agreement. The remaining net proceeds would be used for general corporate purposes. |
Conseco, Inc. Announces Plan to Consolidate Insurance Subsidiaries
August 31, 2009 |
| Conseco, Inc. announced a plan to consolidate three insurance companies within its Conseco Insurance Group segment. Under the plan, two insurance subsidiaries - Conseco Insurance Company and Conseco Health Insurance Company - would be merged into a third subsidiary - Washington National Insurance Company. The Company expects to complete the merger in the fourth quarter of 2009. |
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