Manulife Financial Completes Offering of $1B of Innovative Tier 1 Notes

On July 10, 2009, Manulife Financial Capital Trust II, a trust wholly owned by The Manufacturers Life Insurance Company (MLI), issued $1 billion of 7.405 per cent Manulife Financial Capital Trust II Notes - Series 1 due December 31, 2108 (MaCS II - Series 1). Interest on the MaCS II - Series 1 is payable semi-annually. From the date of issue to, but excluding December 31, 2019, the rate of interest on the MaCS II - Series 1 is fixed at 7.405 per cent per annum. Starting on December 31, 2019, and on every fifth anniversary after such date, the rate of interest on the MaCS II - Series 1 will be reset as described in the prospectus filed by the trust and MLI. In certain circumstances, the MaCS II - Series 1 or interest thereon may be automatically exchanged or paid by the issuance of non-cumulative Class 1 Preferred Shares of MLI.

The MaCS II - Series 1 qualify as Tier 1 capital of MLI for regulatory purposes. An amount equivalent to the net proceeds will be used by Manulife Financial Corporation (MFC) to acquire liquid assets for possible future retirement of amounts outstanding under MFC's credit facility or for general corporate purposes. The MaCS II - Series 1 were offered through an underwriter syndicate led by RBC Capital Markets and National Bank Financial.

Manulife Financial was represented in-house by Richard Lococo, senior vice president and deputy general counsel, David Kerr, assistant vice president, senior counsel and assistant corporate secretary and Michael Ward, assistant vice president and counsel and by Torys LLP with a team that included Sharon Geraghty, David Seville, Thomas Yeo, Jennifer Lennon, Jon Reay and Raymond Archer (securities); Blair Keefe (insurance regulatory) and James Welkoff and Catrina Card (tax).

The underwriters were represented by McCarthy Tétrault LLP with a team that included Barry Ryan, Andrew Parker, Wendi Locke and Jo-Anna Brimmer (securities) and Jerald Wortsman (tax).