Last Updated: 4:30 PM, New York City time, on March 27, 2013

Final Average VWAP and Final Purchase Price for CNO Financial Group, Inc.’s Cash Tender Offer for its 7.0% Convertible Senior Debentures due 2016

On February 11, 2013, CNO Financial Group, Inc. (the “Company” or “CNO”) commenced a tender offer (the “Offer”) to purchase for cash any and all of its outstanding 7.0% Convertible Senior Debentures due 2016 (the “Debentures”), upon the terms and subject to the conditions set forth in the Company’s Offer to Purchase, dated February 11, 2013 (the “Offer to Purchase”), and the related Letter of Transmittal (the “Letter of Transmittal”). The Offer will expire at 12:00 midnight, New York City time, at the end of Wednesday, March 27, 2013, unless the Offer is extended (such date, as it may be extended, the “Expiration Date”) or earlier terminated by the Company.

The final purchase price for each $1,000 principal amount of the Debentures (the “Purchase Price”) offered by the Company pursuant to the Offer has been determined in accordance with the pricing formula described in the Offer to Purchase. 

The table below provides the final Average VWAP (as defined below) and the resulting final Purchase Price per $1,000 principal amount of the Debentures offered by the Company pursuant to the Offer, calculated using the pricing formula described in the Offer to Purchase. 

Closing Trading Price of CNO Common Stock on the New York Stock Exchange on March 27, 2013....................................................................................................

$

11.48

Final Average VWAP...........................................................................................

$

11.2393

Variable Component of Purchase Price..............................................................

$

2,062.57

Fixed Component of Purchase Price...................................................................

$

61.25

Final Purchase Price..........................................................................................

$

2,123.82

 

The “Average VWAP” means the simple arithmetic average of the Daily VWAPs over the Averaging Period. 

The “Averaging Period” means the period of 30 consecutive trading days beginning on February 13, 2013 and ending on the Expiration Date.  For the avoidance of doubt, if not more than three scheduled trading days during the period beginning on February 13, 2013 are not trading days, the Company will extend the Expiration Date by a number of scheduled trading days that equals the number of scheduled trading days that were not trading days. 

“Intra-Day VWAP” at any time on any day means the volume weighted average price of the Company’s common stock on the New York Stock Exchange for the period beginning at the official open of trading on that day and ending as of that time on that day, as calculated by Bloomberg.  The data used to derive the Intra-Day VWAP during the Averaging Period will reflect a 20-minute reporting delay.

The “Daily VWAP” for any trading day means the per share volume-weighted average price of the Company’s common stock on the New York Stock Exchange, as displayed under the heading “Bloomberg VWAP” on Bloomberg page CNO.N <Equity> AQR (or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session of the New York Stock Exchange on such trading day (or if such volume-weighted average price is unavailable, the market value of one share of the Company’s common stock on such trading day determined, using a volume-weighted average method, by the Company). The Daily VWAP will be determined without regard to pre-market hours or after hours trading or any other trading outside of the regular trading session trading hours.

For the purposes of determining the Purchase Price, in the event that on a trading day there is a “market disruption event” which means (i) a failure by the primary United States national or regional securities exchange or market on which the Company’s common stock is listed or admitted to trading to open for trading during its regular trading session or (ii) the occurrence or existence prior to 1:00 p.m., New York City time, on any scheduled trading day for the Company’s common stock for more than one half-hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant stock exchange or otherwise) in the Company’s common stock or in any options, contracts or future contracts relating to the Company’s common stock, then the Daily VWAP for such trading day shall be the market value of one share of the Company’s common stock on such trading day determined, using a volume-weighted average method, by the Company.

For the purposes of determining the Purchase Price, a “trading day” means a day during which trading in the Company’s common stock generally occurs.

Further information regarding the Offer can be found using the links below:

·               Offer to Purchase

·               Letter of Transmittal

·               Notice of Voluntary Offering Instructions

·               Notice of Withdrawal

Goldman, Sachs & Co. is acting the dealer manager for the Offer. Global Bondholder Services Corporation is acting as the depositary for the Offer and as the information agent for the Offer. Questions regarding the Offer may be directed to Goldman, Sachs & Co. at (800) 828-3182 (US toll free) or (212) 902-5183 (collect). Requests for copies of the Offer to Purchase and the Letter of Transmittal may be directed to Global Bondholder Services Corporation by telephone at (866) 794-2200 (toll free) or (212) 430-3774 (collect) or in writing at Global Bondholder Services Corporation, Attention: Corporate Actions, 65 Broadway, Suite 404, New York, New York 10006.

None of the Company, its management or board of directors, the dealer manager, the depositary or the information agent makes any recommendation to any holder of Debentures as to whether to tender any Debentures. None of the Company, its management or board of directors, the dealer manager, the depositary or the information agent has authorized any person to give any information or to make any representation in connection with the Offer other than the information and representations contained in the Offer to Purchase or in the Letter of Transmittal. If anyone makes any recommendation or representation or gives any such information, you should not rely upon that recommendation, representation or information as having been authorized by the Company, the dealer manager, the depositary or the information agent.

This webpage shall not constitute an offer to purchase, a solicitation of an offer to purchase, or a solicitation of an offer to sell securities. The Offer may be made only upon the terms and subject to the conditions set forth in the Offer to Purchase, the Letter of Transmittal and the other related Offer materials. The Company will provide copies of the Offer materials upon request free of charge to holders of the Debentures.