Item 8.01 Other Events.
On
The Debentures have been registered under the Securities Act of 1933 (the
"Act") pursuant to a registration statement on Form S-3 (File No. 333-223216)
(such registration statement, as amended, collectively with all documents
incorporated in such registration statement by reference, the "Registration
Statement") previously filed with the
For a description of the Debentures, see the materials set forth in the section
captioned "Description of
This Current Report on Form 8-K is being filed to report as exhibits certain documents in connection with the Offering for incorporation by reference into the registration statement. The foregoing description of the Debentures 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 by reference in this Current Report on Form 8-K.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. 1 Purchase Agreement dated as ofMay 21, 2020 among the Registrant andBofA Securities, Inc. , Morgan Stanley & Co.LLC, UBS Securities LLC, Wells Fargo Securities, LLC andJ.P. Morgan Securities LLC , as representatives of the several underwriters. 4.1 Subordinated Debt Securities Indenture dated as ofSeptember 23, 2014 , between the Registrant, as Issuer, andU.S. Bank National Association , as Trustee (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form 8-A (File No. 001-13653), filed by the Registrant onSeptember 23, 2014 ). 4.2 Form of Fifth Supplemental Indenture to be dated as ofMay 29, 2020 between the Registrant, asIssuer andU.S. Bank National Association , as Trustee (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form 8-A (File No. 001-13653), filed by the Registrant onMay 26, 2020 ). 4.3 Form of 5.625% Subordinated Debentures due 2060 (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form 8-A (File No. 001-13653), filed by the Registrant onMay 26, 2020 ). 5 Opinion ofKeating Muething & Klekamp PLL. 23 Consent ofKeating Muething & Klekamp PLL (included in Exhibit 5). 104 Cover page Interactive Date File (embedded within Inline XBRL document).
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