The Hanover Insurance Group, Inc. Announces Completion of its Cash Tender Offer for...

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Tue Jun 30, 2009 8:54am EDT

The Hanover Insurance Group, Inc. Announces Completion of its Cash Tender
Offer for 8.207% Series B Capital Securities and 7.625% Senior Debentures due
2025

WORCESTER, Mass., June 30 /PRNewswire-FirstCall/ -- The Hanover Insurance
Group, Inc. (NYSE: THG) announced today the results of its previously
announced cash tender offer (the "Tender Offer") to purchase a portion of the
8.207% Series B Capital Securities (CUSIP No. 00104PAC3, the "Capital
Securities") issued by AFC Capital Trust I (the "Trust") and a portion of the
7.625% Senior Debentures due 2025 issued by the Company (CUSIP No. 410867AA3,
the "Senior Debentures," together with the Capital Securities, the
"Securities") for an aggregate purchase price, excluding unpaid and accrued
distributions or interest, of up to $125,000,000.  The Tender Offer expired at
11:59 p.m., New York City time, on June 29, 2009 (the "Expiration Date").  

(Logo:  http://www.newscom.com/cgi-bin/prnh/20051031/NEM023LOGO )

As of the Expiration Date, $69,282,000 liquidation amount of Capital
Securities were validly tendered for purchase and not validly withdrawn,
according to the information provided by the Depositary.  The Company has
accepted for purchase all of the Capital Securities validly tendered and not
validly withdrawn at a price equal to $800 per $1,000 liquidation amount of
Capital Securities.

As of the Expiration Date, $83,594,000 principal amount of Senior Debentures
were validly tendered for purchase and not validly withdrawn, according to the
information provided by the Depositary.  The Company has accepted for purchase
$77,310,000 principal amount of the Senior Debentures.  Acceptance of the
Senior Debentures will be prorated, using a proration factor of approximately
92.5%, based on the aggregate principal amount of Senior Debentures validly
tendered and not validly withdrawn, in each case, rounded down to the nearest
integral multiple of $1,000 for the Senior Debentures.  Holders of Senior
Debentures that are accepted for purchase and who tendered such Senior
Debenture prior to 5:00 p.m.New York City time on June 15, 2009 (the "Early
Tender Date") will receive a price equal to $900 per $1,000 principal amount
of Senior Debentures.  Holders of Senior Debentures that are accepted for
purchase and who tendered such Senior Debenture after the Early Tender Date
will receive a price equal to $870 per $1,000 principal amount of Senior
Debentures.

The Company expects to settle the Tender Offer today (the "Settlement Date"). 
The aggregate consideration for the Securities accepted for purchase, plus
accrued and unpaid distributions and interest up to but not including the
Settlement Date, is approximately $128.4 million.  After the Settlement Date,
$165,712,000 liquidation amount of the Capital Securities not held by the
Company and $122,690,000 principal amount of the Senior Debentures not held by
the Company remain outstanding.  The Company expects to liquidate the Trust on
July 30, 2009 as permitted by the terms of the Trust's governing documents. 
Upon completion of such liquidation, each Holder of Capital Securities not
tendered pursuant to this Tender Offer will receive a principal amount of the
Company's Series B 8.207% Junior Subordinated Deferrable Interest Debentures
due February 3, 2027 equal to the liquidation amount of the Capital Securities
held by such Holder.

Separately, the Company holds $65,006,000, liquidation amount, of Capital
Securities previously repurchased at a discount in the open market prior to
the commencement of the Tender Offer.  Including these previously repurchased
securities, the Company expects to realize estimated after-tax gains totaling
approximately $22.7 million, or $0.44 per share, as a result of the purchase
of the Securities in the Tender Offer and the liquidation of the Trust
expected to be completed on July 30, 2009.

In connection with the Tender Offer, Goldman, Sachs & Co. served as Dealer
Manager, Okapi Partners LLC served as the Information Agent and Continental
Stock Transfer & Trust Co. served as the Depositary. 

This news release does not constitute an offer to buy or the solicitation of
an offer to sell any securities, and nor shall there be any purchase of
securities of the Company in any state or jurisdiction in which such offer,
solicitation or purchase would be unlawful. 

Forward-Looking Statements 
Statements included herein may constitute "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995.  Use of
the word "expects"  and similar expressions is intended to identify
forward-looking statements.  The benefits the Company expects to realize
through the Tender Offer and related transactions and the timing thereof are
uncertain and may not be realized.  Forward-looking statements are based on
expectations, forecasts, and assumptions by the Company's management and
involve a number of risks, uncertainties, and other factors that could cause
actual results to differ materially from those stated, including, without
limitation, those set forth in the section entitled "Risk Factors" of the
Company's Annual Report on Form 10-K for the year ended December 31, 2008
filed on February 27, 2009, as amended by the Quarterly Report on Form 10-Q
filed on May 8, 2009.

The Company cannot be certain that any expectations, forecasts, or assumptions
made by its management in preparing these forward-looking statements will
prove accurate, or that any projections will be realized.  It is to be
expected that there may be differences between projected and actual results. 
The forward-looking statements speak only as of the date of their initial
issuance, and the Company does not undertake any obligation to update or
revise publicly any forward-looking statements, whether as a result of new
information, future events, or otherwise.

About The Hanover
The Hanover Insurance Group, Inc., based in Worcester, Mass., is the holding
company for a group of insurers that includes The Hanover Insurance Company,
also based in Worcester; Citizens Insurance Company of America, headquartered
in Howell, Michigan; and their affiliates.  The Company offers a wide range of
property and casualty products and services to individuals, families and
businesses through an extensive network of independent agents, and has been
meeting its obligations to its agent partners and their customers for more
than 150 years.  Taken as a group, the Company ranks among the top 40 property
and casualty insurers in the United States.

    Contact Information

    Investors:                        Media:
    John F. Reilly                    Michael F. Buckley
    Email: jofreilly@hanover.com      Email: mibuckley@hanover.com
    Phone: 1-508-855-3457             Phone: 1-508-855-3099



SOURCE  The Hanover Insurance Group, Inc.

Investors, John F. Reilly, +1-508-855-3457, jofreilly@hanover.com, or Media,
Michael F. Buckley, +1-508-855-3099, mibuckley@hanover.com, both of The
Hanover Insurance Group, Inc.
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