National Life Insurance Company $350 Million Surplus Notes Offering and Concurrent Exchange Offer

Davis Polk advised the representatives of the several initial purchasers, in connection with the offering by National Life Insurance Company of $350 million of its 5.250% fixed-to-floating-rate surplus notes due 2068 (the “New Surplus Notes”). The New Surplus Notes were sold in an offering exempt from registration pursuant to Rule 144A and Regulation S.

Davis Polk also advised the dealer managers in connection with National Life’s concurrent offer to exchange any and all of its outstanding 10.50% surplus notes due 2039 for New Surplus Notes.

National Life is a life insurance company founded in 1848 in Montpelier, Vermont, and licensed to conduct business in all 50 states and the District of Columbia. National Life operates as a unified organization under the trade name of National Life Group, which includes National Life, Life Insurance Company of the Southwest and their affiliates. National Life Group is a diversified financial services company and one of the fastest growing life insurers in the United States.

The Davis Polk corporate team included partner Derek Dostal, associates Cameron C. Lewis and Sana Bargach and summer law clerk Matt Masaro. Partner Mario J. Verdolini and associate Liang Zhang provided tax advice. Counsel Ann Becchina provided executive compensation advice. All members of the Davis Polk team are based in the New York office.