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Offer to Purchase

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Offer to Purchase y IMPORTANT NOTICE You must read the following before continuing. In accessing the Offer to Purchase (as defined below), you agree to be bound by the following terms and conditions, including any modifications to them, any time you receive any information from Liberty Mutual Group Inc. (“Liberty Mutual”) and the Dealer Managers (as defined below) as a result of such access. THE FOLLOWING HOLDERS OF EXISTING NOTES (AS DEFINED BELOW) ARE INELIGIBLE TO PARTICIPATE IN THESE CASH OFFERS (EACH, AN “INELIGIBLE HOLDER”): • ANY HOLDER THAT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT, A “QIB”); OR • ANY HOLDER THAT IS LOCATED OUTSIDE THE UNITED STATES AND IS (I) NOT A “U.S. PERSON” (AS DEFINED IN RULE 902 UNDER THE SECURITIES ACT, A “U.S. PERSON”), (II) NOT ACTING FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON AND (III) A “NON-U.S. QUALIFIED OFFEREE” (AS DEFINED IN THE OFFER TO PURCHASE). ALL OTHER HOLDERS OF EXISTING NOTES ARE ELIGIBLE TO PARTICIPATE IN THE CASH OFFERS (SUCH OTHER HOLDERS, THE “ELIGIBLE HOLDERS”). HOLDERS OF EXISTING NOTES PARTICIPATING IN THE CASH OFFERS ARE REQUIRED TO COMPLETE THE CERTIFICATION INSTRUCTIONS LETTER AND CERTIFY THAT THEY ARE ELIGIBLE HOLDERS IN ORDER TO PARTICIPATE IN THE CASH OFFERS DESCRIBED IN THE OFFER TO PURCHASE. LIBERTY MUTUAL RESERVES THE RIGHT TO, IN ITS SOLE DISCRETION, (I) REQUEST ADDITIONAL EVIDENCE SATISFACTORY TO LIBERTY MUTUAL THAT ANY TENDERING HOLDER IS AN “ELIGIBLE HOLDER” AND (II) REJECT ANY TENDERS THAT LIBERTY MUTUAL DETERMINES, IN ITS SOLE DISCRETION, ARE NOT TENDERED BY AN “ELIGIBLE HOLDER”. IF LIBERTY MUTUAL REQUESTS ADDITIONAL EVIDENCE WITH RESPECT TO A TENDERING HOLDER’S STATUS, SUCH TENDERING HOLDER MUST PROVIDE SUCH EVIDENCE WITHIN ONE BUSINESS DAY OF SUCH REQUEST. FAILURE TO PROVIDE EVIDENCE SATISFACTORY TO LIBERTY MUTUAL, IN ITS SOLE DISCRETION, THAT SUCH TENDERING HOLDER IS AN “ELIGIBLE HOLDER” WITHIN SUCH TIME PERIOD MAY RESULT IN SUCH TENDER BEING REJECTED. LIBERTY MUTUAL WILL NOT EXTEND THE CASH OFFERS OR THE CONCURRENT EXCHANGE OFFERS (AS DESCRIBED IN THE OFFER TO PURCHASE) TO ACCOMMODATE ANY TENDERS THAT ARE REJECTED AS A RESULT OF A HOLDER’S FAILURE TO COMPLY WITH THE PROVISIONS OF THE OFFER TO PURCHASE. If you are, or fail to provide evidence satisfactory to Liberty Mutual in its sole discretion upon request that you are not, either (i) a QIB within the meaning of Rule 144A under the Securities Act or (ii) a holder that is located outside of the United States that is (x) not a U.S. Person, (y) not acting for the account or benefit of a U.S. Person and (z) a Non-U.S. qualified offeree, you are not an Eligible Holder and are not permitted to participate in the Cash Offers described in the Offer to Purchase. CONFIDENTIAL OFFER TO PURCHASE Liberty Mutual Group Inc. Offers to Purchase for Cash Any and All of the Existing Notes of the Series Listed Below Subject to the Maximum Total Consideration Condition (as defined below) Each of the Cash Offers (as defined below) will expire at 5:00 p.m., New York City time, on May 5, 2020, unless extended by Liberty Mutual Group Inc. (“Liberty Mutual”) (such date and time, as they may be extended, the “Expiration Date”). Tenders of Existing Notes (as defined below) may be validly withdrawn at any time at or prior to 5:00 p.m., New York City time, on May 5, 2020, unless extended by Liberty Mutual (such date and time, as they may be extended, the “Withdrawal Deadline”), but not thereafter, unless otherwise required by law. Liberty Mutual is offering to purchase for cash in five separate offers, upon the terms and subject to the conditions set forth in this Offer to Purchase and the other Tender Offer Documents (as defined below), any and all of the Existing Notes issued by Liberty Mutual listed in the table below at prices determined by reference to the applicable U.S. Treasury yield, plus, in each case, the applicable Accrued Interest Payment (as defined below). Our obligation to complete a Cash Offer with respect to a particular series of Existing Notes is conditioned on, among other things, the aggregate Total Consideration (as defined below) payable for the Cash Offers, excluding the Accrued Interest Payment, not exceeding $25,000,000 (the “Maximum Total Consideration Amount”). We will accept Existing Notes in the order of their respective Acceptance Priority Levels (as defined below), subject to the satisfaction of the Maximum Total Consideration Condition. If we accept any validly tendered Existing Notes of a given series, we will accept all validly tendered Existing Notes of such series. We refer to each offer to purchase a series of Existing Notes as a “Cash Offer,” and collectively as the “Cash Offers.” Hypothetical Principal Acceptance Bloomberg Fixed Total (1) Amount Priority Reference U.S. Reference Spread Consideration CUSIP No. /ISIN Title of Security Outstanding Level Treasury Security Page (bps) (2)(3) 53079EAZ7/US53079EAZ79 6.500% Senior Notes due 2042 $269,852,000 1 2.375% U.S.T. due 11/15/2049 PX1 +240 $1,438.08 U52932AS6/USU52932AS62 53079EAE4/US53079EAE41 U52932AD9/USU52932AD93 7.000% Senior Notes due 2034 $152,647,000 2 2.375% U.S.T. due 11/15/2049 PX1 +220 $1,395.23 53079EAG9/US53079EAG98 6.500% Senior Notes due 2035 $301,113,000 3 2.375% U.S.T. due 11/15/2049 PX1 +220 $1,359.30 U52932AE7/USU52932AE76 53079EBF0/US53079EBF07 U52932AX5/USU52932AX57 4.850% Senior Notes due 2044 $613,922,000 4 2.375% U.S.T. due 11/15/2049 PX1 +240 $1,201.10 U52932AY3/USU52932AY31 53079EBH6/US53079EBH62 U52932BE6/ USU52932BE67 4.500% Senior Notes due 2049 $350,000,000 5 2.375% U.S.T. due 11/15/2049 PX1 +245 $1,150.29 U52932BF3/ USU52932BF33 _____________ (1) To be paid in cash per $1,000 principal amount of Existing Notes validly tendered at or prior to the Expiration Date or the Guaranteed Delivery Date pursuant to the Guaranteed Delivery Procedures, and not validly withdrawn at or prior to the Withdrawal Deadline, and which are accepted for purchase. See “Total Consideration” below. The Total Consideration excludes accrued and unpaid interest. We will pay accrued and unpaid interest on the Existing Notes up to, but not including, the Settlement Date (as defined below). Interest will cease to accrue on the initial Settlement Date of May 7, 2020 for all Existing Notes accepted in the Cash Offers, including those tendered pursuant to Guaranteed Delivery Procedures. (2) Hypothetical amounts are shown for illustrative purposes only. Prices will be determined on the Price Determination Date (as defined below). See Annex B to this Offer to Purchase for the details regarding the calculation of the Hypothetical Total Consideration for the 6.500% Senior Notes due 2042; calculation of the Hypothetical Total Consideration for the other series of Existing Notes is substantially similar. (3) The Total Consideration in respect of the 4.500% Senior Notes due 2049 will be calculated based on December 15, 2048, the par call date for such series of Existing Notes. You should consider the risk factors beginning on page 18 of this Offer to Purchase before you decide whether to participate in the Cash Offers. Consummation of the Cash Offers is subject to the satisfaction or waiver of certain conditions described in this Offer to Purchase, including, among others, (i) the Maximum Total Consideration Condition (unless waived by us as provided herein) and (ii) the Exchange Offer Completion Condition (as defined below) (which may not be waived). The following holders of Existing Notes are ineligible to participate in these Cash Offers (each, an “Ineligible Holder”): • any holder that is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act, a “QIB”); or • any holder that is located outside of the United States and is (i) not a “U.S. person” (as defined in Rule 902 under the Securities Act, a “U.S. Person”), (ii) not acting for the account or benefit of a U.S. Person and (iii) a “Non-U.S. qualified offeree” (as defined below). All other holders of Existing Notes are eligible to participate in the Cash Offers (such other holders, the “Eligible Holders”). Holders participating in the Cash Offers are required to complete the Certification Instructions Letter (as defined below) and certify that they are Eligible Holders. Lead Dealer Managers Citigroup Credit Suisse Joint Lead Managers Deutsche Bank Securities Goldman Sachs & Co. LLC Co-Managers BofA Securities HSBC J.P. Morgan April 28, 2020 Liberty Mutual Group Inc. (“Liberty Mutual,” “LMGI,” the “Company,” “we,” “our” or “us”) is making offers to Eligible Holders to purchase its outstanding debt securities listed in the table on the front cover of this Offer to Purchase (collectively, the “Existing Notes” and each a “series” of Existing Notes) for cash, upon the terms and subject to the conditions set forth in this Offer to Purchase and the accompanying certification instructions letter (the “Certification Instructions Letter”) and notice of guaranteed delivery (the “Notice of Guaranteed Delivery,” and collectively, the “Tender Offer Documents”). Copies of the Offer to Purchase, Certifications Instruction Letter and Notice of Guaranteed Delivery are available for Eligible Holders at the following web address: https://www.gbsc-usa.com/liberty/. Concurrently with the commencement of the Cash Offers made pursuant to this Offer to Purchase, Liberty Mutual commenced five separate exchange offers with respect to each series of Existing Notes, available solely to Ineligible Holders, to exchange any and all of the Existing Notes of such series (collectively, the “Exchange Offers”) held by Ineligible Holders, in each case, for new Liberty Mutual debt securities (the “New Notes”), and in certain cases, additionally for cash, under the terms and subject to the conditions set forth in a separate offering memorandum dated as of the date hereof (the “Offering Memorandum”), including a condition with respect to the maximum amount of New Notes issuable in the Exchange Offers.
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