Item 5.03 Amendments to Articles of Incorporation or Bylaws? Change in Fiscal
On March 27, 2020, the Board of Directors of American Financial Group, Inc. (the
"Company") adopted an amended and restated Code of Regulations of the Company
(as amended, the "Code of Regulations"), which became effective immediately upon
Article I, Section 3 of the Code of Regulations was amended to expressly provide
for virtual meetings of the Company's shareholders by means of remote
communications equipment in accordance with Ohio Revised Code Section
The foregoing description of the amendments to the Code of Regulations is
qualified in its entirety by the full text of the Amended and Restated Code of
Regulations, which is attached hereto as Exhibit 3.1 and incorporated herein by
Item 8.01. Other Events.
On March 26, 2020, American Financial Group, Inc. (the "Registrant") entered
into a Purchase Agreement (the "Purchase Agreement") by and among the Registrant
and J.P. Morgan Securities LLC, BofA Securities, Inc. and Wells Fargo
Securities, LLC, as representatives of the several underwriters, relating to the
issuance and sale of $300 million aggregate principal amount of the Registrant's
5.250% Senior Notes due April 2030 (the "Senior Notes").
For a description of the Senior Notes, see the materials set forth in the
section captioned "Description of Debt Securities" in the Registration Statement
described below and the materials set forth in the section captioned
"Description of Senior Notes" in the Prospectus Supplement of the Registrant
dated March 26, 2020 and filed with the Commission on March 27, 2020 pursuant to
Rule 424(b) under the Securities Act of 1933, as amended, which is incorporated
in this Current Report on Form 8-K by reference.
The Indenture, as supplemented by the Ninth Supplemental Indenture, together
with specimen copy of each of the Senior Notes are incorporated by reference in
this Current Report on Form 8-K. The foregoing description of the Senior Notes
and the other documents relating to this transaction does not purport to be
complete and is qualified in its entirety by reference to the full text of these
securities and documents, forms or copies of which are incorporated in this
Current Report on Form 8-K by reference.
The Notes are being offered and sold by the Registrant pursuant to a
Registration Statement on Form S-3 (File No. 333-223216).
Item 9.01 Financial Statements and Exhibits.
1 Purchase Agreement dated as of March 26, 2020 among the Registrant and
J.P. Morgan Securities LLC, BofA Securities, Inc., and Wells Fargo
Securities, LLC, as representatives of the several underwriters.
3.1 Amended and Restated Code of Regulations of American Financial Group,
Inc., effective as of March 27, 2020.
4.1 Senior Debt Securities Indenture dated as of November 12, 1997, between
the Registrant, as Issuer, U.S. Bank National Association (formerly
known as Star Bank, N.A.), as Trustee (incorporated by reference to
Exhibit 4.1 of the Registrant's Form 8-A dated April 19, 1999).
4.2 Form of Ninth Supplemental Indenture to be dated as of April 2, 2020
between the Registrant, as Issuer and U.S. Bank National Association, as
4.3 Form of 5.250% Senior Notes due 2030 (included in Exhibit 4.2).
5 Opinion of Keating Muething & Klekamp PLL.
23 Consent of Keating Muething & Klekamp PLL (included in Exhibit 5).
104 Cover page Interactive Date File (embedded within Inline XBRL document).
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