Fitch Places Protective Life (PL) on Rating Watch Positive

Fitch Ratings has placed the ratings for Protective Life (NYSE: PL) (IDR 'BBB+') and its primary life insurance subsidiaries (IFS 'A') on Rating Watch Positive.

KEY RATING DRIVERS:

The rating action follows the announcement that PL has agreed to be acquired by Japan-based Dai-ichi Life Insurance Company, Ltd. (Dai-ichi Life) in a transaction valued at $5.7 billion. The transaction is expected to close in early 2015 subject to customary shareholder and regulatory approvals.

Fitch's views the proposed transaction as a credit positive for PL based on the financial strength of Dai-ichi Life (IFS 'A+'), which is the second largest life insurance company in Japan and ranks as one of the largest life insurers globally.

The transaction reflects a broader strategic initiative by Dai-ichi Life to expand its life insurance business outside of Japan. The proposed acquisition of PL represents Dai-ichi Life's first acquisition in the U.S. life insurance market.

Fitch expects PL's existing management team and operating strategies will largely remain in place following the close of the transaction.

RATING SENSITIVITIES:

Fitch could upgrade PL's ratings following the close of the transaction based on a review of integration plans, financial projections, strategic fit within the Dai-ichi Life organization, and degree of support provided by Dai-ichi Life to PL.

Fitch could affirm PL's ratings at current levels if the transaction doesn't close or if Fitch concludes that PL lacks sufficient strategic importance within the Dai-ichi Life organization to support an alignment of the ratings.

Fitch has placed the following ratings on Rating Watch Positive:

Protective Life Corporation
--IDR 'BBB+';
--$150 million in senior notes due 2014 'BBB';
--$150 million in senior notes due 2018 'BBB';
--$400 million of 7.38% senior notes due 2019 'BBB';
--$300 million of 8.45% senior notes due 2039 'BBB';
--$100 million of 8.00% senior retail notes due 2024 'BBB';
--$288 million of 6.25% subordinated debt due 2042' 'BB+';
--$150 million of 6.00% subordinated debt due 2042 'BB+';
--$103 million of 6.13% trust-preferreds issued through PLC Capital Trust V due 2034 'BB+'.

Protective Life Insurance Company
Protective Life and Annuity Insurance Company
West Coast Life Insurance Company
MONY Life Insurance Co.
--IFS 'A'.

Protective Life Secured Trust
--Medium-term notes 'A'.

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