ALLSTATE CORP FILES (8-K) Disclosing Completion of Acquisition or Disposition of Assets, Other Events, Financial Statements and Exhibits

Section 2.01. Completion of Acquisition or Disposition of Assets.

On November 1, 2021, pursuant to the Stock Purchase Agreement (the "Purchase
Agreement"), dated January 26, 2021, by and among Allstate Insurance Company
("ALIC Seller"), an indirect wholly owned subsidiary of The Allstate Corporation
(the "Registrant"), and Allstate Financial Insurance Holdings Corporation ("AAC
Seller" and, together with ALIC Seller, each a "Seller" and, together, the
"Sellers"), a direct wholly owned subsidiary of the Registrant and Everlake US
Holdings Company (f/k/a Antelope US Holdings Company) (the "Buyer), a
corporation incorporated under the laws of the State of Delaware and an
affiliate of an investment fund associated with Blackstone Inc., the Sellers
completed the previously announced sale of all of the shares of capital stock of
Allstate Life Insurance Company, a wholly owned subsidiary of ALIC Seller ("ALIC"), and Allstate Assurance Company, a wholly owned subsidiary of AAC
Seller ("AAC") to the Buyer (together with the other transactions contemplated
by the Purchase Agreement, the "Transaction") for total proceeds of
approximately $4 billion, which is inclusive of Blackstone's approximately $2.8
billion of purchase price, as well as increases in statutory surplus since March
31, 2020. The Purchase Agreement also provides for potential contingent
consideration payable to ALIC Seller of $25 million each year from 2025 through
and including 2034, for up to $250 million in the aggregate, based on the
monthly average of the daily 10-year treasury rate for the trailing three year
period to each such year.

The following unaudited pro forma condensed consolidated statement of financial
position of the Registrant, giving effect to the Transaction and to the sale of
Allstate Life Insurance Company of New York to Wilton Reassurance Company
(together with the Transaction, the "Divestitures") as if the Divestitures
occurred on June 30, 2021, is attached as Exhibit 99.1 to this report and is
incorporated herein by reference:

(i) The unaudited pro forma condensed consolidated statement of financial
position as of June 30, 2021; and
(ii) notes to unaudited pro forma condensed consolidated statement of financial
position.

Item 8.01. Other Events.

On November 1, 2021, the Registrant issued a press release announcing that it
had completed the previously announced sale of ALIC and AAC. A copy of the press
release is attached as Exhibit 99.2 to this report and is incorporated herein by
reference.

Item 9.01. Financial Statements and Exhibits.

(a)   Not Applicable
(b)  The Registrant's unaudited pro forma condensed consolidated statement of
financial position as of June 30, 2021, is set forth in Exhibit 99.1 hereto and
is incorporated herein by reference
(c)  Not Applicable
(d)  Exhibits

Exhibit No.                            Description

99.1                                     The Registrant's unaudited pro forma condensed consolidated
                                       statement of financial position as of June 30, 2021, is set
                                       forth in Exhibit 99.1 hereto and is incorporated herein by
                                       reference.
99.2                                     Registrant's press release dated November 1, 2021
104                                    Cover Page Interactive Data File (formatted as inline XBRL).





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