ASSURANT, INC. FILES (8-K) Disclosing Other Events, Financial Statements and Exhibits
Item 8.01. Other Events.
On February 23, 2023, Assurant, Inc. (the "Company") entered into an
underwriting agreement (the "Underwriting Agreement") with J.P. Morgan
Securities LLC and Wells Fargo Securities, LLC, as representatives of the
several underwriters named therein, relating to the public offering and sale by
the Company of $175.0 million aggregate principal amount of 6.100% Senior Notes
due 2026 (the "2026 Notes"). The offering of the 2026 Notes closed on February 28, 2023. The 2026 Notes were issued pursuant to an indenture (the
"Base Indenture"), dated as of March 28, 2013, between the Company and U.S. Bank
Trust Company, National Association (successor to U.S. Bank National
Association), as trustee (the "Trustee"), as supplemented by the First
Supplemental Indenture (the "Supplemental Indenture" and, together with the Base
Indenture, the "Indenture"), between the Company and the Trustee, dated as of February 28, 2023. The Company intends to use the net proceeds from the sale of
the 2026 Notes (and available cash on hand) to redeem $175.0 million of the $225.0 million outstanding aggregate principal amount of its 4.200% Senior Notes
due 2023 (the "2023 Notes") and to pay related premiums, fees and expenses.
The Company will pay interest on the 2026 Notes semi-annually in arrears on February 27 and August 27 of each year, beginning on August 27, 2023. The 2026
Notes will mature on February 27, 2026. The 2026 Notes are senior unsecured debt
obligations of the Company and will rank equally in right of payment to all of
its other senior unsecured indebtedness from time to time outstanding and senior
in right of payment to all of its existing and future subordinated indebtedness.
Prior to January 27, 2026 (the date that is one month prior to their maturity
date (the "Par Call Date")), the Company may redeem the 2026 Notes, at its
option, in whole or in part, at any time and from time to time, at a redemption
price (expressed as a percentage of principal amount and rounded to three
decimal places) equal to the greater of: (i) (a) the sum of the present values
of the remaining scheduled payments of principal and interest thereon discounted
to the redemption date (assuming the 2026 Notes matured on the Par Call Date) on
a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate (as defined in the form of the 2026 Notes) plus 25 basis
points less (b) interest accrued to, but excluding, the date of redemption; and
(ii) 100% of the principal amount of the 2026 Notes to be redeemed, plus, in
either case, accrued and unpaid interest thereon to, but excluding, the
On or after the Par Call Date, the Company may redeem the 2026 Notes at its
option, in whole or in part, at any time or from time to time, at a redemption
price equal to 100% of the principal amount of the 2026 Notes being redeemed
plus accrued and unpaid interest thereon to, but excluding, the redemption date.
The 2026 Notes have been registered under the Securities Act of 1933, as amended
(the "Act"), pursuant to a registration statement on Form S-3 (No. 333-252343)
(the "Registration Statement") previously filed with the U.S. Securities and
Exchange Commission (the "SEC") by the Company under the Act. A prospectus
supplement relating to the offering has been filed with the SEC.
The above descriptions of the Underwriting Agreement, the Indenture and the 2026
Notes are qualified in their entirety by reference to the Underwriting
Agreement, the Base Indenture, the Supplemental Indenture and the form of the
2026 Notes. A copy of the Underwriting Agreement, the Base Indenture, the
Supplemental Indenture and the form of the 2026 Notes are filed hereto and are
incorporated by reference herein. The Underwriting Agreement, the Supplemental
Indenture and the form of the 2026 Notes are also incorporated by reference into
the Registration Statement. In addition, in connection with the offering of the
2026 Notes, Davis Polk & Wardwell LLP, acting as counsel to the Company with
respect to the offering of the 2026 Notes, is filing a legal opinion regarding
the validity of the 2026 Notes, attached as Exhibit 5.1 to this Form 8-K and
incorporated by reference herein and into the Registration Statement.
On February 24, 2023, the Company issued a notice of redemption for $175.0 million outstanding aggregate principal amount of its 2023 Notes. The
redemption date for the 2023 Notes will be March 13, 2023 (the "Redemption
Date"). The redemption price for the 2023 Notes will be calculated in accordance
with the indenture and the officers' certificate governing the 2023 Notes and
will be equal to the sum, as calculated by the independent investment banker, of
the present values of the remaining scheduled payments of principal and interest
on the 2023 Notes to be redeemed (exclusive of interest accrued to 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 calculated on the third business day preceding the Redemption Date, plus 25
basis points, plus accrued and unpaid interest thereon to, but excluding, the
Redemption Date. As of December 31, 2022, $225.0 million aggregate principal
amount of the Company's 2023 Notes were outstanding. The foregoing does not
constitute a notice of redemption for the 2023 Notes.
Some of the statements in this Form 8-K may constitute forward-looking
statements within the meaning of the U.S. Private Securities Litigation Reform
Act of 1995. Any forward-looking statements contained in this Form 8-K are based
upon the Company's historical performance and on current plans, estimates and
expectations. The inclusion of this forward-looking information should not be
regarded as a representation by the Company or any other person that the
Company's future plans, estimates or expectations will be achieved. Actual
results might differ materially from those projected in the forward-looking
statements. The Company undertakes no obligation to update or review any
forward-looking statement, whether as a result of new information, future events
or other developments. For information on factors that could affect the
Company's actual results, please refer to the factors identified in the reports
that the Company files with the SEC, including the risk factors identified in
the Company's most recent Annual Report on Form 10-K.
1.1 Underwriting Agreement, dated as of February 23, 2023.
4.1 Indenture, dated as of March 28, 2013 (incorporated herein by
reference to Exhibit 4.1 to the Company's Form 8-K (File
No. 001-31978) filed with the SEC on March 28, 2013).
4.2 First Supplemental Indenture, dated as of February 28, 2023, between
the Company and the Trustee.
4.3 Form of 6.100% Senior Notes due 2026.
5.1 Opinion of Davis Polk & Wardwell LLP.
23.1 Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1).
99.1 Press release announcing the closing of the notes offering, dated
February 28, 2023.
104 The cover page from this Current Report on Form 8-K, formatted in