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Conseco Announces Cash Tender Offer for Any and All of Its 3.50% Convertible Debentures Due September 30, 2035 at Par
Thursday, October 15, 2009 8:37 AM


CARMEL, Ind., Oct. 15 /PRNewswire-FirstCall/ -- Conseco, Inc. (NYSE: CNO) announced today that it is commencing a cash tender offer to repurchase any and all of its outstanding 3.50% Convertible Debentures due September 30, 2035 (CUSIP Nos. 208464BH9 and 208464BG1) (the "Debentures"). As of the date hereof, there are $293.0 million aggregate principal amount of Debentures outstanding.

The tender offer will expire at 12:00 midnight, New York City time, on November 12, 2009, unless extended or earlier terminated by Conseco. Tendered Debentures may be withdrawn at any time prior to the expiration date.

Holders who validly tender and do not validly withdraw their Debentures on or prior to the expiration date will be eligible to receive an amount in cash equal to $1,000 for each $1,000 principal amount of Debentures tendered and accepted for payment. This consideration is equal to the repurchase price holders would be entitled to receive for their Debentures on September 30, 2010 if they exercise their put right on such date. In addition, holders whose Debentures are purchased in the tender offer will receive accrued and unpaid interest to, but not including, the settlement date of the tender offer. Conseco expects to pay the consideration for Debentures that have been tendered and accepted for purchase promptly following the expiration date.

The tender offer is made upon the terms and conditions set forth in the Offer to Purchase dated October 15, 2009 (the "Offer to Purchase") and the related Letter of Transmittal. The tender offer is conditioned on the satisfaction or waiver of certain conditions, including, but not limited to, Conseco's receipt, on the settlement date of the tender offer, of net proceeds from Conseco's previously announced private sales of 7.0% Convertible Senior Debentures due 2016 and common stock and warrants to purchase common stock in an aggregate amount at least equal to the aggregate consideration payable for Debentures accepted for purchase pursuant to the tender offer.

Conseco has retained Morgan Stanley & Co. Incorporated to act as the dealer manager for the tender offer. Persons with questions regarding the tender offer should contact Morgan Stanley at (800) 624-1808 (toll-free). Requests for documentation may be directed to D.F. King & Co., Inc., the information agent, which can be contacted at (212) 269-5550 (for banks and brokers only) or (888) 869-7406 (for all others toll free).

This press release is for informational purposes only and is neither an offer to purchase nor a solicitation to buy the Debentures, nor is it a solicitation for acceptance of the tender offer.




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