Item 8.01 Other Events
On November 16, 2020, Assurant, Inc. (the "Company") entered into an
underwriting agreement (the "Underwriting Agreement") with Wells Fargo
Securities, LLC, Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC, as
representatives of the several underwriters named therein, relating to the
public offering and sale by the Company of $250,000,000 aggregate principal
amount of 5.25% Subordinated Notes due 2061 (the "Notes"). The offering of the
Notes closed on November 19, 2020. The Notes were issued pursuant to an
Indenture between the Company and U.S. Bank National Association, as trustee,
dated as of March 27, 2018 (the "Indenture"). The Company intends to use the net
proceeds from the sale of the Notes, along with cash on hand, to finance its
pending acquisition of Hyla, Inc. Any remaining net proceeds will be used for
general corporate purposes.
The Company will pay interest on the Notes quarterly in arrears on January 15,
April 15, July 15 and October 15 of each year, beginning on April 15, 2021. The
Notes will mature on January 15, 2061. The Notes are subordinated unsecured debt
obligations of the Company and will rank equally in right of payment to all of
its existing and future pari passu securities and will be subordinated and
junior in right of payment to the Company's existing and future senior unsecured
indebtedness.
Prior to January 15, 2026, the Company may redeem the Notes, in whole, but not
in part, within 90 days of a "rating agency event," a "tax event" or a
"regulatory capital event" at a redemption price equal to (i) with respect to a
"rating agency event," 102% of their principal amount, and (ii) with respect to
a "tax event" or "regulatory capital event," their principal amount, in each
case plus accrued and unpaid interest to, but excluding, the date of redemption.
Commencing on or after January 15, 2026, the Company may redeem the Notes, at
any time in whole or in part, at a redemption price equal to 100% of the
principal amount of the Notes being redeemed, plus accrued and unpaid interest
to, but excluding, the date of redemption; provided that if the Notes are not
redeemed in whole, at least $25 million aggregate principal amount of the Notes,
excluding any Notes held by the Company or any of its affiliates, must remain
outstanding to give effect to such redemption.
The Notes have been registered under the Securities Act of 1933, as amended (the
"Act"), pursuant to a Registration Statement on Form S-3 (No. 333-222648)
previously filed with the Securities and Exchange Commission (the "SEC") by the
Company under the Act. A prospectus supplement relating to the offering has been
filed with the SEC.
The above descriptions of the Underwriting Agreement, the Indenture and the
Notes are qualified in their entirety by reference to the Underwriting
Agreement, the Indenture and the form of the Notes. A copy of the Underwriting
Agreement, the Indenture and the form of the Notes are filed hereto and are
incorporated herein by reference. In addition, in connection with the offering
of the Notes, Davis Polk & Wardwell LLP, acting as counsel to the Company with
respect to the offering of the Notes, is filing a legal opinion regarding the
validity of the Notes, attached as Exhibit 5.1 to this Form 8-K and incorporated
herein by reference.
Cautionary Statement
Some of the statements included in this Form 8-K, particularly those with
respect to the proposed acquisition of Hyla, Inc., may constitute
forward-looking statements within the meaning of the U.S. Private Securities
Litigation Reform 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 additional 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 SEC, including but not
limited to the risk factors identified in the Company's most recent Annual
Report on Form 10-K and Quarterly Reports on Form 10-Q, each as filed with the
SEC.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
1.1 Underwriting Agreement, dated as of November 16, 2020.
4.1 Indenture, dated as of March 27, 2018 (incorporated herein by reference
to Exhibit 4.2 to the Company's Form 8-K (File No. 001-31978) filed with
the SEC on March 27, 2018).
4.2 Form of 5.25% Subordinated Notes due 2061.
5.1 Opinion of Davis Polk & Wardwell LLP.
23.1 Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1).
99.1 Press release announcing the closing of the notes offering, dated
November 19, 2020.
104 The cover page from this Current Report on Form 8-K, formatted in Inline
XBRL.
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