AmerUs Group Co. Announces Completion of Tender Offer and Consent Solicitation for 6.583% Senior Notes.DES MOINES, Iowa “Des Moines” redirects here. For other uses, see Des Moines (disambiguation). Des Moines (pronounced /dɪˈmɔɪn/ in English, -- AmerUs Group Co. (the "Company") announced today that it has completed its previously announced tender offer to purchase for cash any and all of its outstanding 6.583% Senior Notes Due 2011 (CUSIP CUSIP See: Committee on Uniform Securities Identification Procedures CUSIP See Committee on Uniform Securities Identification Procedures. No. 03072M504) (the "Notes"). The tender offer expired at 5:00 p.m., New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time, on January 3, 2007. Through the expiration of the tender offer, $124,850,000 principal amount, or 86.85%, of the outstanding principal amount of the Notes, and the consents related thereto, have been validly tendered. The Company has accepted for purchase all of the Notes validly tendered prior to the expiration of the tender offer and the related consents. As previously announced on November 28, 2006, the requisite consents were received to eliminate substantially all of the restrictive covenants Restrictive covenants Provisions that place constraints on the operations of borrowers, such as restrictions on working capital, fixed assets, future borrowing, and payment of dividends. , including reporting and record keeping obligations, and certain events of default contained in the indentures, as well as to delete the covenant regarding mergers, consolidations and transfers of the Company's properties and assets in its entirety contained in the indentures governing the Notes. As a result of obtaining the requisite consents, the Company executed and delivered supplemental indentures setting forth the amendments to the indentures governing the Notes. The supplemental indentures provide that the amendments to the indentures have become operative as a result of the Company having accepted for purchase pursuant to the tender offer the validly tendered Notes. Each holder who tendered the Notes and related consents on or before 5:00 p.m., New York City time, on December 15, 2006 received $1,068.93 per $1,000 principal amount of the Notes, which included a $20 consent payment, and each holder who tendered Notes and related consents after such time, but on or before 5:00 p.m., New York City time, on January 3, 2007 received $1,048.93 per $1,000 principal amount of the Notes. Holders of the Notes tendered and accepted for payment pursuant to the Offer were also paid accrued and unpaid interest on their Notes to, but not including, the applicable payment date. Citigroup Global Markets, Inc. acted as dealer manager for the tender offer and as the solicitation agent for the consent solicitation Consent Solicitation A solicitation by one party to the stakeholders of a particular security for the consent of a material change. Notes: Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with , and Global Bondholder Services Corporation was the depositary DEPOSITARY, contracts. He with whom a deposit is confided or made. 2. It is, the essence of the contract of deposits that it should be gratuitous on the part 'of the depositary. 9 M. R. 470. and information agent. Forward-looking statements Certain statements contained in this press release, including statements that are not historical facts, may be forward-looking statements. These forward-looking statements may include information about possible or assumed future events and usually contain words such as: believes, may, anticipates, intends, expects, estimates, and other similar expressions. Such statements involve certain risks, uncertainties and assumptions that may change at any time. Therefore, actual results may differ materially from expected results due to a variety of factors, some of which are set forth in Item 1A. Risk Factors contained in the Company's Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the year ended December 31, 2005, as updated by Item 1A. Risk Factors contained in the Company's Forms 10-Q for the periods ended March 31, 2006, June 30, 2006 and September 30, 2006. In the light of these risks and uncertainties you are cautioned not to place undue reliance on these forward-looking statements. The Company undertakes no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. About AmerUs Group Co. The Company is a holding company whose subsidiaries are primarily engaged in the business of marketing, underwriting and distributing a broad range of individual life, annuity and insurance deposit products to individuals and businesses in 50 states, the District of Columbia District of Columbia, federal district (2000 pop. 572,059, a 5.7% decrease in population since the 1990 census), 69 sq mi (179 sq km), on the east bank of the Potomac River, coextensive with the city of Washington, D.C. (the capital of the United States). and the U.S. Virgin Islands. On November 15, 2006, pursuant to an Agreement and Plan of Merger, dated as of July 12, 2006, by and among Aviva plc ("Aviva"), a public limited company organized under the laws of England and Wales England and Wales are both constituent countries of the United Kingdom, that together share a single legal system: English law. Legislatively, England and Wales are treated as a single unit (see State (law)) for the conflict of laws. , Libra Libra (lē`brə, lī`–) [Lat.,=the scales], southern constellation lying on the ecliptic (the sun's apparent path through the heavens) between Virgo and Scorpius; it is one of the constellations of the zodiac. Acquisition Corporation ("Merger Sub"), an Iowa corporation and an indirect wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of Aviva, and the Company, Merger Sub merged with and into the Company, and the Company continued after the merger as an indirect wholly-owned subsidiary of Aviva. The Company's principal executive offices are located at 699 Walnut Street A number of streets are named Walnut Street:
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