HARTFORD FINANCIAL SERVICES GROUP, INC. FILES (8-K) Disclosing Other Events, Financial Statements and Exhibits
Item 8.01 Other Events
On
"Company") entered into a senior notes Pricing Agreement, dated
2021
senior notes Underwriting Agreement General Terms and Conditions dated
Inc.
"Underwriters"), with respect to the offer and sale by the Company of
"Senior Notes"). The Senior Notes sold pursuant to the Underwriting Agreement
were registered under the Company's registration statement on Form S-3 (File
No. 333-231592). The closing of the sale of Senior Notes occurred on
certain exhibits are filed herewith in connection with the offering of the
Senior Notes.
The Pricing Agreement provides, among other things, that the Underwriters will
purchase the Senior Notes from the Company at the public offering price, less a
discount of 0.875% per Senior Note.
The foregoing description of the material terms of the Underwriting Agreement
and Pricing Agreement is qualified in its entirety by reference to the
Underwriting Agreement, which is attached hereto as Exhibit 1.1, and the Pricing
Agreement, which is attached hereto as Exhibit 1.2, and incorporated herein by
reference.
Pursuant to the Underwriting Agreement and Pricing Agreement, the Company issued
on
pursuant to a senior indenture, dated as of
and
as supplemented by the first supplemental indenture dated as of
the second supplemental indenture dated as of
supplemental indenture dated as of
"Indenture").
The Senior Notes are unsecured senior obligations of the Company and rank
equally with all unsecured and unsubordinated indebtedness of the Company. The
Senior Notes bear interest at a per-annum rate of 2.900%. The Company will pay
interest on the Senior Notes semi-annually in arrears on
The Indenture contains covenants that, among other things, limit the ability of
the Company and its restricted subsidiaries to sell, transfer or create certain
liens, including liens on the capital stock of any restricted subsidiary.
The Senior Notes will mature on
2051
Senior Notes at any time in whole or from time to time in part in multiples of
amount of the Senior Notes to be redeemed and (ii) the sum of the present values
of the remaining scheduled payments of principal and interest on the Senior
Notes to be redeemed (assuming the Senior Notes matured on
(exclusive of interest accrued to the date of redemption), discounted to the
date of redemption on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the then current treasury rate plus 20 basis points,
plus accrued and unpaid interest up to but excluding the date of redemption. On
or after
at any time in whole or in part in multiples of
equal to 100% of the principal amount of the Senior Notes to be redeemed plus
accrued and unpaid interest to, but excluding, the redemption date.
The Indenture contains customary events of default. If an event of default under
the Indenture occurs in respect of the Senior Notes and is continuing, the
Trustee or the holders of at least 25% in aggregate principal amount of the
outstanding Senior Notes may declare the principal amount of all the Senior
Notes to be immediately due and payable.
The foregoing description of the Indenture and the Senior Notes is qualified in
its entirety by reference to the full text of such documents, which are attached
or incorporated by reference hereto as Exhibits 4.1, 4.2, 4.3, 4.4 and 4.5,
respectively, and incorporated herein by reference.
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The Company intends to use the net proceeds from its sale of the Senior Notes to
redeem in full the outstanding
7.875% Fixed-To-Floating Rate Junior Subordinated Debentures due 2042, which are
redeemable at par on or after
proceeds, the Company intends to invest the proceeds in marketable securities.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement General Terms and Conditions, datedSeptember 16, 2021 , amongThe Hartford Financial Services Group, Inc. andBarclays Capital Inc. ,Goldman Sachs & Co. LLC andU.S. Bancorp Investments, Inc. , as the representatives of the Underwriters. 1.2 Pricing Agreement, datedSeptember 16, 2021 , amongThe Hartford Financial Services Group, Inc. andBarclays Capital Inc. ,Goldman Sachs & Co. LLC andU.S. Bancorp Investments, Inc. , as the representatives of the Underwriters. 4.1 Senior Indenture, dated as ofApril 11, 2007 , betweenThe Hartford Financial Services Group, Inc. andThe Bank of New York Mellon Trust Company, N.A. , as Trustee (incorporated herein by reference to Exhibit 4.03 toThe Hartford Financial Services Group, Inc.'s Registration Statement on Form S-3 (No. 333-142044), datedApril 11, 2007 ). 4.2 First Supplemental Indenture, dated as ofAugust 9, 2013 , betweenThe Hartford Financial Services Group, Inc. andThe Bank of New York Mellon Trust Company, N.A. , as Trustee (incorporated herein by reference to Exhibit 4.07 toThe Hartford Financial Services Group, Inc.'s Registration Statement on Form S-3 (No. 333-190506), datedAugust 9, 2013 ). 4.3 Second Supplemental Indenture, dated as ofAugust 19, 2019 , betweenThe Hartford Financial Services Group, Inc. andThe Bank of New York Mellon Trust Company, N.A. , as Trustee (incorporated herein by reference to Exhibit 4.3 toThe Hartford Financial Services Group, Inc.'s Current Report on Form 8-K, datedAugust 19, 2019 ) . 4.4 Third Supplemental Indenture, dated as ofSeptember 21, 2021 , betweenThe Hartford Financial Services Group, Inc. andThe Bank of New York Mellon Trust Company, N.A. , as Trustee. 4.5 Form of global note for$600 million aggregate principal amount of 2.900% Senior Notes due 2051. 5.1 Opinion ofCleary Gottlieb Steen & Hamilton LLP . 23.1 Consent ofCleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.1). 101 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBR
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