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Global Atlantic (Fin) Company Announces Any And All Cash Tender Offer For Subordinated Debentures Due 2051

Global Atlantic (Fin) Company (“Global Atlantic”) today announced that it has commenced a cash tender offer (the “Tender Offer”) for any and all of the outstanding 4.70% Fixed-to-Fixed Rate Subordinated Debentures due 2051 (the “Debentures”). Global Atlantic is a wholly owned subsidiary of Global Atlantic Limited (Delaware), which has fully and unconditionally guaranteed the Debentures on a subordinated, unsecured basis. The table below sets forth additional information with respect to the Debentures and the Tender Offer.

Title of Debentures

 

CUSIP Number/ISIN

 

Principal

Amount

Outstanding

 

Tender

Consideration(1)

4.70% Fixed-to-Fixed Rate Subordinated Debentures due 2051

 

144A: 37959GAC1 / US37959GAC15

Reg S: U3618TAC5 / USU3618TAC54

 

$750,000,000

 

$1,000

(1) Price per $1,000 principal amount of Debentures validly tendered and accepted. Holders whose Debentures are purchased pursuant to the Tender Offer will also receive accrued and unpaid interest thereon from the last interest payment date to, but not including, the Settlement Date (as defined herein).

Timetable for the Tender Offer

Launch Date

 

November 17, 2025.

 

Expiration Time

 

5:00 p.m., New York City time, on November 21, 2025, unless the Tender Offer is extended or earlier terminated.

 

Guaranteed Delivery Time

 

5:00 p.m., New York City time, on the second business day after the Expiration Time (as defined below) (such day, the “Guaranteed Delivery Date”), expected to be November 25, 2025, assuming that the Tender Offer is not extended or earlier terminated.

 

Settlement Date

 

Assuming the Tender Offer is not extended, Global Atlantic expects the Settlement Date to be the third business day after the Expiration Time, which is expected to be November 26, 2025, for all Debentures validly tendered and accepted in the Tender Offer, including accepted Debentures that are delivered pursuant to the guaranteed delivery procedures.

The Tender Offer is being made upon, and is subject to, the terms and conditions set forth in the Offer to Purchase dated November 17, 2025 (the “Offer to Purchase”), and the related Notice of Guaranteed Delivery (the Notice of Guaranteed Delivery, together with the Offer to Purchase, the “Offer Documents”). The Tender Offer is scheduled to expire at 5:00 p.m., New York City time, on November 21, 2025, unless extended or earlier terminated (such date and time, as the same may be extended, the “Expiration Time”). Holders must validly tender and not validly withdraw their Debentures at or prior to the Expiration Time, or deliver a properly completed and duly executed Notice of Guaranteed Delivery for their Debentures at or prior to the Expiration Time and deliver their Debentures at or prior to the Guaranteed Delivery Time, in accordance with the instructions set forth in the Offer to Purchase, to be eligible to receive the tender consideration. Holders who validly tender their Debentures may validly withdraw their tendered Debentures when and in the manner described in the Offer to Purchase.

The consideration paid in the Tender Offer for Debentures that are validly tendered and accepted for purchase will be $1,000 per $1,000 principal amount of Debentures. Payments for Debentures purchased in the Tender Offer will include accrued and unpaid interest thereon from the last interest payment date to, but not including, the Settlement Date, which is expected to be November 26, 2025. For the avoidance of doubt, accrued interest will cease to accrue on the Settlement Date for all Debentures accepted in the Tender Offer, including accepted Debentures that are delivered pursuant to the guaranteed delivery procedures.

Concurrently with the commencement of the Tender Offer, Global Atlantic commenced marketing a proposed new issuance of subordinated debentures (the “Proposed Debt Financing”). The Tender Offer is conditioned upon the satisfaction or waiver of certain conditions, including, among other things, the consummation of the Proposed Debt Financing on terms and conditions satisfactory to the Offeror, in its sole discretion, on or prior to the Settlement Date (the “Financing Condition”). The Tender Offer is not conditioned upon any minimum amount of Debentures being tendered. The Tender Offer may be extended, amended, terminated, or withdrawn.

Global Atlantic has retained Wells Fargo Securities, LLC (“Wells Fargo Securities”), BNP Paribas Securities Corp. (“BNP PARIBAS”), BofA Securities, Inc. (“BofA Securities”), Morgan Stanley & Co. LLC (“Morgan Stanley”), and SMBC Nikko Securities America, Inc. (“SMBC Nikko”) (collectively, the “Dealer Managers”) as dealer managers for the Tender Offer. Global Bondholder Services Corporation (“GBSC”) is the Information and Tender Agent.

For additional information regarding the terms of the Tender Offer, please contact: Wells Fargo Securities at (704) 410-4820 (collect) or (866) 309-6316 (toll-free), BNP PARIBAS at (888) 210-4358 (toll-free) or (212) 841-3059, BofA Securities (980) 387-3907 (collect) or (888) 292-0070 (toll-free), Morgan Stanley at (800) 624-1808 (toll-free) or (212) 761-1057 (collect) and SMBC Nikko at (888) 284-9760. Requests for documents and questions regarding the tendering of securities may be directed to GBSC by telephone at (212) 430-3774 (for banks and brokers only), (855) 654-2015 (for all others toll-free), by email at contact@gbscusa.com or to the Dealer Managers at their respective telephone numbers (toll-free or collect). Copies of the Offer to Purchase and Notice of Guaranteed Delivery are available at https://www.gbsc-usa.com/globalatlantic/.

If you do not tender your Debentures or if you tender Debentures that are not accepted for purchase, they will remain outstanding. If Global Atlantic consummates the Tender Offer, the trading market for your outstanding Debentures may be significantly more limited. For a discussion of this and other risks, see “Certain Considerations” in the Offer to Purchase.

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER OR SOLICITATION TO PURCHASE DEBENTURES. THE TENDER OFFER IS BEING MADE SOLELY PURSUANT TO THE OFFER DOCUMENTS, WHICH SET FORTH THE COMPLETE TERMS OF THE TENDER OFFER THAT HOLDERS OF THE DEBENTURES SHOULD CAREFULLY READ PRIOR TO MAKING ANY DECISION.

GLOBAL ATLANTIC RESERVES THE RIGHT, SUBJECT TO APPLICABLE LAW, IN ITS SOLE DISCRETION, TO: (I) WAIVE ANY AND ALL CONDITIONS TO THE TENDER OFFER, INCLUDING THE FINANCING CONDITION, AT ANY TIME AND FROM TIME TO TIME AT OR PRIOR TO THE EXPIRATION TIME; (II) EXTEND OR TERMINATE THE TENDER OFFER; OR (III) OTHERWISE AMEND THE TENDER OFFER IN ANY RESPECT.

THE OFFER DOCUMENTS AND THIS PRESS RELEASE DO NOT CONSTITUTE AN OFFER TO PURCHASE, OR THE SOLICITATION OF AN OFFER TO SELL, DEBENTURES IN ANY JURISDICTION IN WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION UNDER APPLICABLE SECURITIES OR BLUE SKY LAWS. IN ANY JURISDICTION IN WHICH THE SECURITIES, BLUE SKY OR OTHER LAWS REQUIRE THE TENDER OFFER TO BE MADE BY A LICENSED BROKER OR DEALER, THE TENDER OFFER WILL BE DEEMED TO BE MADE ON BEHALF OF GLOBAL ATLANTIC BY THE DEALER MANAGERS, IF ANY DEALER MANAGER IS A LICENSED BROKER OR DEALER UNDER THE LAWS OF SUCH JURISDICTION, OR BY ONE OR MORE REGISTERED BROKERS OR DEALERS THAT ARE LICENSED UNDER THE LAWS OF SUCH JURISDICTION.

NO ACTION HAS BEEN OR WILL BE TAKEN IN ANY JURISDICTION THAT WOULD PERMIT THE POSSESSION, CIRCULATION OR DISTRIBUTION OF EITHER THIS PRESS RELEASE, THE OFFER TO PURCHASE OR ANY MATERIAL RELATING TO GLOBAL ATLANTIC OR THE DEBENTURES UNLESS SPECIFIED ACTION FOR THAT PURPOSE IS UNDERTAKEN. ACCORDINGLY, NEITHER THIS PRESS RELEASE, THE OFFER TO PURCHASE NOR ANY OTHER OFFERING MATERIAL OR ADVERTISEMENTS IN CONNECTION WITH THE TENDER OFFER MAY BE DISTRIBUTED OR PUBLISHED, IN OR FROM ANY SUCH COUNTRY OR JURISDICTION, EXCEPT IN COMPLIANCE WITH ANY APPLICABLE RULES OR REGULATIONS OF ANY SUCH COUNTRY OR JURISDICTION. PERSONS INTO WHOSE POSSESSION THIS PRESS RELEASE OR THE OFFER TO PURCHASE COME ARE REQUIRED BY GLOBAL ATLANTIC, THE DEALER MANAGERS AND THE INFORMATION AGENT AND TENDER AGENT TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.

WHILE GLOBAL ATLANTIC IS NOT AWARE OF ANY JURISDICTION WHERE THE MAKING OF THE TENDER OFFER IS NOT IN COMPLIANCE WITH APPLICABLE LAW, IF GLOBAL ATLANTIC BECOMES AWARE OF ANY SUCH JURISDICTION, GLOBAL ATLANTIC WILL MAKE A GOOD FAITH EFFORT TO COMPLY WITH APPLICABLE LAW OR SEEK TO HAVE SUCH LAW DECLARED INAPPLICABLE TO THE TENDER OFFER. IF, AFTER SUCH GOOD FAITH EFFORT, GLOBAL ATLANTIC CANNOT COMPLY WITH ANY SUCH LAW, THE TENDER OFFER WILL NOT BE MADE TO (NOR WILL TENDERS BE ACCEPTED FROM OR ON BEHALF OF) HOLDERS RESIDING IN SUCH JURISDICTION.

NONE OF GLOBAL ATLANTIC, ITS BOARD OF DIRECTORS, THE DEALER MANAGERS, THE INFORMATION AND TENDER AGENT OR THE TRUSTEE FOR THE DEBENTURES IS MAKING ANY RECOMMENDATION AS TO WHETHER HOLDERS SHOULD TENDER DEBENTURES IN THE TENDER OFFER. EACH HOLDER MUST MAKE HIS, HER OR ITS OWN DECISION AS TO WHETHER TO TENDER DEBENTURES AND, IF SO, AS TO THE PRINCIPAL AMOUNT OF DEBENTURES TO TENDER.

About Global Atlantic

Global Atlantic is a leading provider of retirement security and investment solutions with operations in the U.S. and Bermuda. As a wholly owned subsidiary of KKR (NYSE: KKR), a leading global investment firm, Global Atlantic combines deep insurance expertise with KKR’s powerful investment capabilities. Together, they deliver long-term financial security for millions of individuals and risk-focused, client-driven solutions for institutions. With a broad suite of annuity, preneed life insurance, reinsurance, and investment solutions, Global Atlantic, through its issuing companies, helps people achieve their financial goals with confidence. For more information, please visit www.globalatlantic.com.

Global Atlantic is the marketing name for The Global Atlantic Financial Group LLC and its subsidiaries, including Accordia Life and Annuity Company, Commonwealth Annuity and Life Insurance Company, Forethought Life Insurance Company and Global Atlantic Re Limited. Each subsidiary is responsible for its own financial and contractual obligations. These subsidiaries are not authorized to do business in New York.

Cautionary Statement

This press release contains forward-looking statements and cautionary statements. Some of the forward-looking statements can be identified by the use of forward-looking terms such as “believes,” “expects,” “may,” “will,” “should” or other comparable words or other statements that do not relate strictly to historical or factual matters. Forward-looking statements include, without limitation, all matters that are not historical facts. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in this press release. Important risk factors regarding Global Atlantic can be found in the Offer to Purchase and are incorporated herein by reference. Furthermore, all forward-looking statements made in this press release are qualified by these cautionary statements. These forward-looking statements are made only as of the date of this press release, and we do not undertake any obligation, other than as may be required by law, to update or revise any forward-looking or cautionary statements to reflect changes in assumptions, the occurrence of events, unanticipated or otherwise, and changes in future operating results over time or otherwise.

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