CINCINNATI--(BUSINESS WIRE)--Aug. 15, 2016--
American Financial Group, Inc. (NYSE: AFG) announced today the
registered offering of $300 million of 3.50% Senior Notes due August 15,
2026. The Notes were priced at 99.608% of their principal amount. The
company plans to use the net proceeds from the issuance of the Notes to
fund a portion of the purchase price to acquire all shares of National
Interstate Corporation common stock that are not currently owned by its
wholly-owned subsidiary, Great American Insurance Company in a merger
transaction expected to close in the fourth quarter of 2016. The
aggregate consideration to acquire the National Interstate shares will
be approximately $320 million, which includes a $0.50 per share special
cash dividend payable to National Interstate shareholders immediately
prior to the effective time of the merger. The transaction remains
subject to the approval of shareholders holding a majority of the shares
of National Interstate not owned by AFG or its affiliates, and other
customary closing conditions. The closing of the offering of the Notes,
which is not conditioned on the consummation of the merger, is expected
to occur on August 22, 2016, and is subject to customary closing
conditions. J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Wells Fargo Securities, LLC are acting as joint
book-running managers for the offering.
Nothing herein shall constitute an offer to sell or the solicitation of
an offer to buy the Notes, nor shall there be any sale of the Notes in
any state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to qualification under the securities laws of
any such state or jurisdiction. The offering is being made pursuant to
an effective shelf registration filed with the Securities and Exchange
Commission ("SEC") on March 2, 2015. A prospectus and prospectus
supplement related to this offering have been filed with the SEC.
Copies of the prospectus and related prospectus supplement may be
obtained at no cost by visiting the SEC website at http://www.sec.gov.
Alternatively, copies or information concerning this offering may be
obtained by contacting the joint book-runners: J.P. Morgan Securities
LLC at Attn: Investment Grade Syndicate Desk, at 1-212-834-4533, Merrill
Lynch, Pierce, Fenner & Smith Incorporated at 1-800-294-1322 or Wells
Fargo Securities, LLC at 1-800-645-3751.
About American Financial Group, Inc.
American Financial Group is an insurance holding company, based in
Cincinnati, Ohio with assets over $50 billion. Through the operations of
Great American Insurance Group, AFG is engaged primarily in property and
casualty insurance, focusing on specialized commercial products for
businesses, and in the sale of fixed and fixed-indexed annuities in the
retail, financial institutions and education markets. Great American
Insurance Group’s roots go back to 1872 with the founding of its
flagship company, Great American Insurance Company.
Forward Looking Statements
This press release contains certain statements that may be deemed to be
"forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. All statements in this press release not dealing with historical
results are forward-looking and are based on estimates, assumptions and
projections. Examples of such forward-looking statements include
statements relating to: The Company's expectations concerning market and
other conditions and their effect on future premiums, revenues,
earnings, investment activities and the amount and timing of share
repurchases; recoverability of asset values; expected losses and the
adequacy of reserves for asbestos, environmental pollution and mass tort
claims; rate changes; and improved loss experience.
Actual results and/or financial condition could differ materially from
those contained in or implied by such forward-looking statements for a
variety of reasons including but not limited to: changes in financial,
political and economic conditions, including changes in interest and
inflation rates, currency fluctuations and extended economic recessions
or expansions in the U.S. and/or abroad; performance of securities
markets; AFG’s ability to estimate accurately the likelihood, magnitude
and timing of any losses in connection with investments in the
non-agency residential mortgage market; new legislation or declines in
credit quality or credit ratings that could have a material impact on
the valuation of securities in AFG’s investment portfolio; the
availability of capital; the possibility that the proposal to acquire
all shares of National Interstate Corporation that are not currently
owned by AFG’s wholly-owned subsidiary, Great American Insurance Company
is not consummated; regulatory actions (including changes in statutory
accounting rules); changes in the legal environment affecting AFG or its
customers; tax law and accounting changes; levels of natural
catastrophes and severe weather, terrorist activities (including any
nuclear, biological, chemical or radiological events), incidents of war
or losses resulting from civil unrest and other major losses;
development of insurance loss reserves and establishment of other
reserves, particularly with respect to amounts associated with asbestos
and environmental claims; availability of reinsurance and ability of
reinsurers to pay their obligations; trends in persistency, mortality
and morbidity; competitive pressures; the ability to obtain adequate
rates and policy terms; changes in AFG’s credit ratings or the financial
strength ratings assigned by major ratings agencies to our operating
subsidiaries; the impact of the conditions in the international
financial markets and the global economy (including those associated
with the United Kingdom's expected withdrawal from the European Union,
or "Brexit") relating to our international operations; and other factors
identified in our filings with the Securities and Exchange Commission.
The forward-looking statements herein are made only as of the date of
this press release. The Company assumes no obligation to publicly update
any forward-looking statements.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160815006172/en/
Source: American Financial Group, Inc.
American Financial Group, Inc.
Diane P. Weidner
Asst. Vice
President - Investor Relations
513-369-5713
or
Websites:
www.AFGinc.com
www.GreatAmericanInsuranceGroup.com