Acrisure, LLC - Tender Offer & Consent Solicitation 2024 (US) - Early Results

Acrisure Announces Early Results of and Total Consideration for its Cash Tender Offer and Related Consent Solicitations for its Outstanding 10.125% Senior Notes due 2026 - US00489LAD55 - USU0055LAC82

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14 JUNE 2024

Full announcement including disclaimers and offer/distribution restrictions available via Businesswire: Acrisure LLC

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"As of the Early Participation Deadline, according to information provided by the Depositary and Information Agent (as defined below) for the Tender Offer and Consent Solicitation, $381,834,000 aggregate principal amount of the Notes were validly tendered and not validly withdrawn. Withdrawal rights for the Tender Offer and Consent Solicitation expired at 5:00 p.m., New York City time, on June 14, 2024, concurrently with the Early Participation Deadline. Accordingly, Notes validly tendered and not validly withdrawn in the Tender Offer and Consent Solicitation may no longer be withdrawn except where additional withdrawal rights are required by law.

The table below summarizes the results of the Tender Offer and Consent Solicitation as of the Early Tender Deadline and certain payment terms, including the Reference Yield and Total Consideration (as defined below) for the Notes.

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Acrisure Commences Tender Offer and Consent Solicitation - US00489LAD55 - USU0055LAC82

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03 JUNE 2024

Full announcement including disclaimers and offer/distribution restrictions available via Businesswire

GRAND RAPIDS, Mich.--(BUSINESS WIRE)--Acrisure, LLC, a Michigan limited liability company (“Acrisure” or the “Company”), announced today that it has commenced an offer to purchase for cash (the “Tender Offer”) any and all outstanding 10.125% Senior Notes due 2026 issued by Acrisure and Acrisure Finance Inc. (the “Notes”). In conjunction with the Tender Offer, Acrisure is soliciting consents (the “Consent Solicitation”) to adopt certain proposed amendments to the indenture governing the Notes (the “Indenture”) to eliminate certain of the covenants, restrictive provisions and events of default from such Indenture (collectively, the “Proposed Amendments”).

Acrisure is making the Tender Offer and Consent Solicitation pursuant to the terms of and subject to the conditions set forth in the offer to purchase and consent solicitation statement dated June 3, 2024 (the “Statement”).

Certain information regarding the Notes and the Tender Offer is set forth in the table below:

The "Total Consideration" per $1,000 principal amount of Notes validly tendered and accepted for purchase pursuant to the Tender Offer will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread (the "Fixed Spread") specified for the Notes in the table above over the yield to maturity (the "Reference Yield") based on the bid side price of the U.S. Treasury Security (the "Reference U.S. Treasury Security") specified in the table above, as calculated by Morgan Stanley & Co. LLC (the "Dealer Manager and Solicitation Agent") at 2:00 p.m., New York City time, on June 14, 2024 (subject to certain exceptions set forth in the Offer to Purchase, such time and date, as the same may be extended, the "Price Determination Date"). The Total Consideration is inclusive of the applicable Early Participation Payment. The “Tender Offer Consideration” will equal the Total Consideration minus the Early Participation Payment."

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