Filed Pursuant to Rule 433

September 29, 2021

Free Writing Prospectus to

Preliminary Prospectus Supplement dated September 29, 2021 to

Prospectus dated September 16, 2021

Registration Statement No. 333-259589-02

PRICING TERM SHEET

EVEREST REINSURANCE HOLDINGS, INC.

$1,000,000,000 3.125% Senior Notes due 2052

EVEREST REINSURANCE HOLDINGS, INC.

 

Issuer:		Everest Reinsurance Holdings, Inc. (the “Issuer”)
Expected Ratings
(Moody’s/S&P)*:		Baa1 (Stable) / A- (Stable)
Aggregate Principal Amount:		$1,000,000,000
Security Title:		3.125% Senior Notes due 2052
Offering Format:		SEC Registered
Trade Date:		September 29, 2021
Settlement Date**:		October 4, 2021 (T+3)
Interest Payment Dates:		Semi-annually on April 15 and October 15, commencing April 15, 2022
Maturity Date:		October 15, 2052, or if such date is not a business day, the following business day
Price to Public:		97.874% of the principal amount
Coupon:		3.125% per annum
Benchmark Treasury:		2.375% due May 15, 2051
Benchmark Treasury Price and Yield:		106-13 / 2.084%
Spread to Benchmark Treasury:		+ 115 basis points (1.150%)
Yield to Maturity:		3.234%
Underwriting Discount:		0.875%; ($8,750,000 in the aggregate)

Net Proceeds to Issuer Before Expenses:		$969,990,000
Optional Redemption:		The Notes will be redeemable at the Issuer’s option, in whole or in part for cash, at any time prior to April 15, 2052 (six months prior to the Maturity Date) (the “Par Call Date”), at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes if the Notes matured on the Par Call Date (not including any portion of such payments of interest accrued as of the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus, in each case, accrued and unpaid interest thereon to the redemption date.
		At any time on or after the Par Call Date, Issuer may redeem the Notes in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to the redemption date.
Denominations:		$2,000 and integral multiples of $1,000 in excess thereof
CUSIP/ISIN:		299808AJ4 / US299808AJ43
Joint Book-Running Managers:		Citigroup Global Markets Inc.
		Wells Fargo Securities, LLC
Senior Co-Managers:		Barclays Capital Inc.
		Goldman Sachs & Co. LLC
Junior Co-Managers:		BNY Mellon Capital Markets, LLC
		Commerz Markets LLC
		Credit Suisse Securities (USA) LLC
		Deutsche Bank Securities Inc.
		HSBC Securities (USA) Inc.
		J.P. Morgan Securities LLC
		KKR Capital Markets LLC
		Lloyds Securities Inc.

 

*	None of these ratings is a recommendation to buy, hold or sell these Securities. Each rating may be subject to review, revision, suspension, reduction or withdrawal at any time and should be evaluated independently of any other rating.

 

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**

It is expected that delivery of the Notes will be made against payment therefor on or about October 4, 2021, which is the third business day following the date hereof (such settlement cycle being referred to as ‘‘T+3’’). Pursuant to Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to their date of delivery may be required, by virtue of the fact that the Notes initially will settle in T+3, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. Purchasers of the Notes who wish to trade such Notes earlier than the second business day preceding settlement should consult their own advisors.

Terms used but not defined in this pricing term sheet have the meanings assigned to them in the preliminary prospectus supplement dated September 29, 2021.

The Issuer has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus supplement dated September 29, 2021 and the accompany prospectus dated September 16, 2021 for this offering in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling: Citigroup Global Markets Inc. toll-free at 1-800-831-9146 or prospectus@citi.com or Wells Fargo Securities, LLC toll-free at 1-800-645-3751 or wfscustomerservice@wellsfargo.com.

This communication should be read in conjunction with the preliminary prospectus supplement dated September 29, 2021 and the accompanying prospectus dated September 16, 2021.

Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg or another email system.

 

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