Liberty Mutual in $600 Million Notes Offering, $440 Million Tender Offer and Consent Solicitation

May 23, 2011

Cleary Gottlieb represented the issuer, Liberty Mutual Group, and its parent guarantors in an investment grade debt offering in which Liberty Mutual issued $600 million of 5.000% Senior Notes due 2021. The 2021 Notes were unregistered and were offered for sale in the United States pursuant to Rule 144A and abroad pursuant to Regulation S. The transaction closed on May 23, 2011.

Cleary Gottlieb also recently represented Liberty Mutual in a cash tender offer to purchase any and all of its outstanding 7.500% Senior Notes due 2036 and, in conjunction with the tender offer, a consent solicitation (including an exit consent) from holders of the 2036 Notes to terminate a replacement capital covenant relating to its outstanding 10.75% Series C Junior Subordinated Notes due 2058. The consent solicitation was conducted to provide Liberty Mutual with greater flexibility to manage its capital structure. There was an aggregate principal amount of approximately $440 million of Liberty Mutual’s 2036 Notes outstanding prior to the tender offer, of which $409 million was purchased in the tender offer. The consent solicitation and tender offer were both launched on March 21, 2011 and expired on April 6, 2011 and April 15, 2011, respectively.