ASSURANT, INC. FILES (8-K) Disclosing Other Events, Financial Statements and Exhibits
Item 8.01. Other Events. Underwriting Agreement
On
underwriting agreement (the "Underwriting Agreement") with
Securities LLC
several underwriters named therein, relating to the public offering and sale by
the Company of
due 2026 (the "2026 Notes"). The offering of the 2026 Notes closed on
"Base Indenture"), dated as of
Trust Company, National Association
Association
Supplemental Indenture (the "Supplemental Indenture" and, together with the Base
Indenture, the "Indenture"), between the Company and the Trustee, dated as of
the 2026 Notes (and available cash on hand) to redeem
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
Notes will mature on
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
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
redemption date.
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
Exchange Commission
supplement relating to the offering has been filed with the
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
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.
Redemption
On
redemption date for the 2023 Notes will be
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
amount of the Company's 2023 Notes were outstanding. The foregoing does not
constitute a notice of redemption for the 2023 Notes.
Cautionary Statement
Some of the statements in this Form 8-K may constitute forward-looking
statements within the meaning of the
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
the Company's most recent Annual Report on Form 10-K.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Exhibit 1.1 Underwriting Agreement, dated as ofFebruary 23, 2023 . 4.1 Indenture, dated as ofMarch 28, 2013 (incorporated herein by reference to Exhibit 4.1 to the Company's Form 8-K (File No. 001-31978) filed with theSEC onMarch 28, 2013 ). 4.2 First Supplemental Indenture, dated as ofFebruary 28, 2023 , between the Company and the Trustee. 4.3 Form of 6.100% Senior Notes due 2026. 5.1 Opinion ofDavis Polk & Wardwell LLP . 23.1 Consent ofDavis Polk & Wardwell LLP (included in Exhibit 5.1). 99.1 Press release announcing the closing of the notes offering, datedFebruary 28, 2023 . 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
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Oxbridge Announces Filing of SPAC Business Combination Agreement
GENWORTH FINANCIAL INC – 10-K – Management's Discussion and Analysis of Financial Condition and Results of Operations
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