Citigroup Inc. Prices Offering of 12 Million Shares of Its Primerica Common Stock

DULUTH, Ga.--(BUSINESS WIRE)-- Primerica, Inc. (NYSE: PRI) today announced that the public offering of 12 million shares of Primerica's common stock held by a subsidiary of Citigroup Inc. (NYSE:C) has priced at a price per share to the public of $22.75. Citigroup has granted the underwriters in the offering an option for 30 days to purchase up to an additional 1.8 million shares of Primerica's common stock to cover over-allotments, if any. Immediately following completion of the offering, Citigroup will beneficially own between approximately 20.7% and 23.1% of Primerica's outstanding common stock, depending on whether and the extent to which the underwriters exercise their over-allotment option. All of the shares are being sold by Citigroup, and Citigroup will receive all of the net proceeds from the offering. Citigroup Global Markets Inc. is acting as sole book-running manager for the offering.

The offering is being made pursuant to Primerica's existing effective shelf registration statement that was previously filed with the Securities and Exchange Commission. The offering of these securities is being made only by means of a prospectus and a related prospectus supplement. Copies of the prospectus and prospectus supplement may be obtained from Citi, Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn, New York 11220, telephone: (800) 831-9146. These securities may not be sold nor may offers to buy be accepted prior to the time that the prospectus supplement is final.

This press release does not constitute an offer to sell or the solicitation of an offer to buy shares of common stock, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

FORWARD-LOOKING STATEMENTS

This press release contains statements that constitute "forward-looking statements" with regard to the securities offering. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. No assurance can be given that the securities offering discussed above will be completed on the terms described, or at all. Completion of the securities offering on the terms described are subject to numerous conditions, many of which are beyond the control of Primerica, including, without limitation, general economic conditions, market conditions, legislative and regulatory changes that could adversely affect the business of Primerica, and other factors, including those set forth in the Risk Factors section of Primerica's periodic reports filed with the Securities and Exchange Commission ("SEC"), copies of which are available on the SEC's website, www.sec.gov. Primerica undertakes no obligation to update these statements for revisions or changes after the date of this release.

About Primerica, Inc.

Primerica, headquartered in Duluth, GA, is a leading distributor of financial products to middle income households in North America with approximately 92,000 licensed representatives. The company and its representatives offer clients term life insurance, mutual funds, variable annuities and other financial products. Primerica insures 4.3 million lives and more than two million clients maintain investment accounts with the company. Primerica's mission is to serve middle income families by helping them make informed financial decisions and providing them with the strategies and means to gain financial independence.

    Source: Primerica, Inc.

Released April 14, 2011