JACKSON FINANCIAL INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Item 1.01. Entry into a Material Definitive Agreement.

On June 2, 2022, Jackson Financial Inc. (the "Company") entered into an
Underwriting Agreement (the "Underwriting Agreement") with Barclays Capital
Inc., BofA Securities, Inc., Morgan Stanley & Co. LLC and Wells Fargo
Securities, LLC, as representatives of the several underwriters named therein
(the "Underwriters"), providing for the issuance, subject to the satisfaction of
certain conditions, by the Company of $750 million aggregate principal amount of
its senior unsecured notes, consisting of:

· $400 million aggregate principal amount of 5.170% Senior Notes due June 8, 2027

   (the "2027 Notes") and

· $350 million aggregate principal amount of 5.670% Senior Notes due June 8, 2032

   (the "2032 Notes" and, together with the 2027 Notes, the "Senior Notes").

The Senior Notes will be issued pursuant to the Company's Indenture dated as of
November 23, 2021, with The Bank of New York Mellon Trust Company, N.A., as
Trustee, as supplemented by two supplemental indentures (the "Supplemental
Indentures") providing for the terms of the 2027 Notes and the 2032 Notes. The
Senior Notes are being sold pursuant to the Company's registration statement on
Form S-3 (File No. 333-262359).

The net proceeds of the Senior Notes will be used, together with cash on hand,
to repay the Company's $750 million aggregate principal amount term loan due
February 2023.

A brief summary of the terms of the Senior Notes follows:

                   2027 Notes                       2032 Notes

Interest rate      5.170%                           5.670%

Interest Payment   June 8 and December 8,           June 8 and December 8,
Dates              commencing December 8, 2022      commencing December 8, 2022

Optional           Prior to May 8, 2027 (the        Prior to March 8, 2032 (the
Redemption         "2027 Par Call Date"), the       "2032 Par Call Date"), the
                   2027 Notes will be redeemable    2032 Notes will be redeemable
                   at the Company's option, in      at the Company's option, in
                   whole or in part, at a           whole or in part, at a
                   redemption price equal to the    redemption price equal to the
                   greater of (1) (a) the sum of    greater of (1) (a) the sum of
                   the present values of the        the present values of the
                   remaining scheduled payments     remaining scheduled payments
                   of principal and interest        of principal and interest
                   thereon discounted to the        thereon discounted to the
                   redemption date (assuming the    redemption date (assuming the
                   2027 Notes matured on the 2027   2032 Notes matured on the 2032
                   Par Call Date) on a              Par Call Date) on a
                   semi-annual basis (assuming a    semi-annual basis (assuming a
                   360-day year consisting of       360-day year consisting of
                   twelve 30-day months) at the     twelve 30-day months) at the
                   Treasury Rate (as defined in     Treasury Rate (as defined in
                   the to be entered supplemental   the to be entered supplemental
                   indenture) plus 35 basis         indenture) plus 45 basis
                   points, less (b) interest        points, less (b) interest
                   accrued to the date of           accrued to the date of
                   redemption, and (2) 100% of      redemption, and (2) 100% of
                   the principal amount of the      the principal amount of the
                   2027 Notes to be redeemed,       2032 Notes to be redeemed,
                   plus, in either case, accrued    plus, in either case, accrued
                   and unpaid interest thereon to   and unpaid interest thereon to
                   the redemption date. On or       the redemption date. On or
                   after the 2027 Par Call Date,    after the 2032 Par Call Date,
                   the 2027 Notes will be           the 2032 Notes will be
                   redeemable at the Company's      redeemable at the Company's
                   option, in whole or in part,     option, in whole or in part,
                   at a redemption price equal to   at a redemption price equal to
                   100% of the principal amount     100% of the principal amount
                   of the 2027 Notes to be          of the 2032 Notes to be
                   redeemed, plus accrued and       redeemed, plus accrued and
                   unpaid interest thereon to the   unpaid interest thereon to the
                   redemption date.                 redemption date.

The Indenture contains covenants that restrict the Company's ability, with
specified exceptions, to (i) incur debt secured by any capital stock of Jackson
National Life Insurance Company ("JNLIC"), or any entity (other than the
Company) having direct or indirect control of JNLIC, unless the Senior Notes are
secured equally and ratably with (or prior to) such secured debt so long as such
debt is so secured; (ii) sell or otherwise dispose of any shares of capital
stock of JNLIC, or any entity (other than the Company) having direct or indirect
control of JNLIC; and (iii) merge with or into or consolidate with another
entity or convey, lease or otherwise transfer all or substantially all of the
Company's assets to any other entity. Events of default include failure to pay
interest or principal, cross defaults to material indebtedness, and insolvency
and bankruptcy events.

Certain Underwriters or their affiliates are lenders under the Company's credit
facilities and, as such, will receive net proceeds from the offering of the
Senior Notes in connection with the expected repayment of the Company's term
loan due February 2023. In addition, in connection with the credit agreement
that governs the Company's term loans, Citibank, N.A., an affiliate of Citigroup
Global Markets Inc., acts as administrative agent and, (i) together with Morgan
Stanley Senior Funding, Inc., BofA Securities, Inc., Barclays Bank PLC, JPMorgan
Chase Bank, N.A. and Wells Fargo Securities, LLC, acted as joint lead arrangers
and bookrunners, and (ii) Morgan Stanley Senior Funding, Inc. acted as a
syndication agent. In connection with the Company's revolving credit facility,
Citibank, N.A., an affiliate of Citigroup Global Markets Inc., acts as
administrative agent and, together with Morgan Stanley Senior Funding, Inc.,
BofA Securities, Inc., Barclays Bank PLC, JPMorgan Chase Bank, N.A. and Wells
Fargo Securities, LLC, acted as joint lead arrangers.

Certain Underwriters or their affiliates have engaged in, and may in the future
engage in, other commercial and investment banking and commercial dealings in
the ordinary course of business with the Company and its affiliates. The
Underwriters and their affiliates have received, or may in the future receive,
customary fees and commissions for these transactions.

Esta Stecher, the Chair of Goldman Sachs Bank USA and a board member of several
banking and investment banking subsidiaries of The Goldman Sachs Group, Inc., is
a director of the Company. Goldman Sachs & Co. LLC, one of the Underwriters, is
an affiliate of both Goldman Sachs Bank USA and The Goldman Sachs Group, Inc.

The Underwriting Agreement is being filed with this report as Exhibit 1.1 hereto
and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.   Description




  1.1            Underwriting Agreement dated June 2, 2022 between Jackson
               Financial Inc. and Barclays Capital Inc., BofA Securities, Inc.,
               Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as
               representatives of the several Underwriters named therein.

104            Cover Page Interactive Data File (the cover page XBRL tags are
               embedded within the Inline XBRL Document)

Note Regarding Forward-Looking Statements

This report may contain certain statements, other than those relating to
historical facts, that constitute "forward-looking statements." Forward-looking
statements can generally be identified by their use of terms such as
"anticipate," "estimate," "believe," "expect," "could," "forecast," "may,"
"intend," "plan," "predict," "project" "will" or "would" and similar terms and
phrases, including references to assumptions. Forward-looking statements are not
guarantees of future performance, are subject to a number of assumptions, and
are inherently susceptible to a number of risks and uncertainties, many of which
are beyond our control, which could cause actual results to differ materially
from such statements. Reference is made to our annual report on Form 10-K for
the year ended December 31, 2021 and our other filings with the U.S. Securities
and Exchange Commission for a discussion of risks and uncertainties that we face
and could affect our forward-looking statements. Forward-looking statements
include statements concerning plans, objectives, goals, strategies, future
events or performance, and underlying assumptions. There can be no assurance
that management's expectations, beliefs or projections will result or be
achieved or accomplished. Any forward-looking statements reflect our views and
assumptions as of the date of this report and we disclaim any obligation to
update or revise any forward-looking information, whether as a result of new
information, future events or otherwise, except as required by law.