Corebridge Financial Announces Effectiveness of Form S-4 Registration Statement and Launch of Exchange Offer

By: Corebridge Financial via Business Wire

April 26, 2023 at 16:16 PM EDT

Exchange Offer for up to $1.0 billion of its 3.500% Senior Notes due 2025, up to $1.25 billion of its 3.650% Senior Notes due 2027, up to $1.0 billion of its 3.850% Senior Notes due 2029, up to $1.5 billion of its 3.900% Senior Notes due 2032, up to $500 million of its 4.350% Senior Notes due 2042, up to $1.25 billion of its 4.400% Senior Notes due 2052 and up to $1.0 billion of its 6.875% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2052

Corebridge Financial, Inc. (the “Company”) announced today that effective at 10:00 a.m. EDT on April 26, 2023, the U.S. Securities and Exchange Commission declared effective its previously filed Registration Statement on Form S-4 for the exchange of up to $1.0 billion aggregate principal amount of its outstanding 3.500% Senior Notes due 2025 (the “Old 3.500% Senior Notes”), up to $1.25 billion aggregate principal amount of its outstanding 3.650% Senior Notes due 2027 (the “Old 3.650% Senior Notes”), up to $1.0 billion aggregate principal amount of its outstanding 3.850% Senior Notes due 2029 (the “Old 3.850% Senior Notes”), up to $1.5 billion aggregate principal amount of its outstanding 3.900% Senior Notes due 2032 (the “Old 3.900% Senior Notes”), up to $500 million aggregate principal amount of its outstanding 4.350% Senior Notes due 2042 (the “Old 4.350% Senior Notes”), up to $1.25 billion aggregate principal amount of its outstanding 4.400% Senior Notes due 2052 (the “Old 4.400% Senior Notes” and, together with the Old 3.500% Senior Notes, Old 3.650% Senior Notes, Old 3.850% Senior Notes, Old 3.900% Senior Notes and Old 4.350% Senior Notes, the “Old Senior Notes”) and up to $1.0 billion aggregate principal amount of its outstanding 6.875% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2052 (the “Old Hybrid Notes” and, together with the Old Senior Notes, the “Old Notes”), for a like principal amount of its 3.500% Senior Notes due 2025 (the “New 3.500% Senior Notes”), 3.650% Senior Notes due 2027 (the “New 3.650% Senior Notes”), 3.850% Senior Notes due 2029 (the “New 3.850% Senior Notes”), 3.900% Senior Notes due 2032 (the “New 3.900% Senior Notes”), 4.350% Senior Notes due 2042 (the “New 4.350% Senior Notes”), 4.400% Senior Notes due 2052 (the “New 4.400% Senior Notes” and, together with the New 3.500% Senior Notes, New 3.650% Senior Notes, New 3.850% Senior Notes, New 3.900% Senior Notes and New 4.350% Senior Notes, the “New Senior Notes”) and 6.875% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2052 (the “New Hybrid Notes” and, together with the New Senior Notes, the “New Notes”), respectively, which have been registered under the Securities Act of 1933, as amended.

Accordingly, the Company announced that, effective April 26, 2023, it has launched its offer to exchange its Old Notes for its New Notes. This offer will expire at 5:00 p.m. EDT on May 24, 2023, unless otherwise extended.

This press release is not an offer to exchange the New Notes for the Old Notes, nor is it the solicitation of an offer to exchange, which the Company is making only through the exchange offer prospectus, dated April 26, 2023, together with the related letter of transmittal. There will not be any offer or sale of the New Notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Copies of the exchange offer prospectus and related documents may be obtained from The Bank of New York Mellon, the exchange agent for the exchange offer, at the following address:

The Bank of New York Mellon

c/o BNY Mellon

Corporate Trust Operations – Reorganization Unit

2001 Bryan Street, 10th Floor

Dallas, Texas 75201

Attn: Joseph Felicia

Email: CT_REORG_UNIT_INQUIRIES@bnymellon.com

Facsimile: (732) 667-9408

About Corebridge Financial

Corebridge Financial, Inc. (NYSE: CRBG) makes it possible for more people to take action in their financial lives. With more than $355 billion in assets under management and administration as of December 31, 2022, Corebridge Financial is one of the largest providers of retirement solutions and insurance products in the United States. We proudly partner with financial professionals and institutions to help individuals plan, save for and achieve secure financial futures. For more information, visit corebridgefinancial.com and follow us on LinkedIn, YouTube, Facebook and Twitter.