Mutual of Omaha Announces Early Tender Results

OMAHA, Neb. (July 14, 2014) – Mutual of Omaha Insurance Company (“Mutual of Omaha”) announced today that, as of the Early Tender Time for its previously announced tender offers (the “Tender Offers”), it had received tenders of its outstanding 6.80% Surplus Notes due 2036 (the “First Priority Notes”) and its outstanding 6.95% Surplus Notes due 2040 (the “Second Priority Notes” and, together with the First Priority Notes, the “Notes,” and each a “series” of Notes) as outlined in the table below.

Title of Notes CUSIP Numbers Acceptance Priority Level Principal Amount Outstanding Aggregate Principal Amount Tendered Percent of Amount Outstanding Tendered
6.80% Surplus Notes due 2036 628312AA8
U62088AA4
1 $296,880,000 $36,420,000 12.27%
6.95% Surplus Notes due 2040 628312AB6
U62088AB2
628312AC4
2 $300,000,000 $133,270,000 44.42%

The terms and conditions of the Tender Offers are described in the offer to purchase dated June 27, 2014 (the “Offer to Purchase”) and the related letter of transmittal (together with the Offer to Purchase, the “Offer Documents”). Capitalized terms used in this news release and not defined herein have the meanings given to them in the Offer to Purchase.

The Tender Offers are also subject to the satisfaction or waiver of certain conditions specified in the Offer to Purchase, including the financing condition. Mutual of Omaha reserves the right to extend, terminate, withdraw or amend the Tender Offers at any time subject to applicable law.

With respect to each series of Notes in the Tender Offers, the Reference Yield will be the applicable bid-side yield on the Reference Security as determined by the Dealer Managers in accordance with standard market practice, as of 2:00 pm New York City time, on July 14, 2014, as reported on the Reference Page. If such bid-side yield is not available on a timely basis on the applicable Reference Page or is manifestly erroneous, such other recognized quotation source as the Dealer Managers may select in their sole discretion will be used.

Mutual of Omaha has retained Goldman, Sachs & Co. and J.P. Morgan Securities LLC as the Dealer Managers for the Tender Offers. D.F. King & Co., Inc. has been retained to serve as the Tender Agent and Information Agent for the Tender Offers.

For additional information regarding the terms of the Tender Offers, please contact: Goldman, Sachs & Co. (800) 828-3182 (toll free) or (212) 902-5183 (collect) or J.P. Morgan Securities LLC at (866) 834-4666 (toll free) or (212) 834-4811 (collect). Requests for documents and questions regarding the tendering of Notes may be directed to D.F. King & Co., Inc., at (800) 967-5079.

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

THE OFFER DOCUMENTS DO NOT CONSTITUTE AN OFFER OR SOLICITATION TO PURCHASE NOTES 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 OFFER TO BE MADE BY A LICENSED BROKER OR DEALER, THE OFFER WILL BE DEEMED TO BE MADE ON BEHALF OF MUTUAL OF OMAHA BY ONE OR MORE OF THE DEALER MANAGERS, IF ANY OF THE DEALER MANAGERS ARE LICENSED BROKERS OR DEALERS UNDER THE LAWS OF SUCH JURISDICTION, OR BY ONE OR MORE REGISTERED BROKERS OR DEALERS THAT ARE LICENSED UNDER THE LAWS OF SUCH JURISDICTION.

Mutual of Omaha is a full-service, multi-line organization providing insurance, banking and financial products for individuals, businesses and groups throughout the United States.