Item 8.01. Other Events.
Underwriting Agreement
On June 10, 2021, Assurant, Inc. (the "Company") entered into an underwriting
agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC and
Wells Fargo Securities, LLC, as representatives of the several underwriters
named therein, relating to the public offering and sale by the Company of
$350.0 million aggregate principal amount of 2.650% Senior Notes due 2032 (the
"2032 Notes"). The offering of the 2032 Notes closed on June 14, 2021. The 2032
Notes were issued pursuant to an Indenture between the Company and U.S. Bank
National Association, as trustee, dated as of March 28, 2013 (the "Indenture").
The Company intends to use the net proceeds from the sale of the 2032 Notes (and
available cash on hand) to redeem all of the $350.0 million outstanding
aggregate principal amount of its 4.00% Senior Notes due 2023 (the "2023 Notes")
and to pay related premiums, fees and expenses.
The Company will pay interest on the 2032 Notes semi-annually in arrears on
January 15 and July 15 of each year, beginning on January 15, 2022. The 2032
Notes will mature on January 15, 2032. The 2032 Notes are senior unsecured debt
obligations of the Company and will rank equally in right of payment to all of
its other senior unsecured indebtedness from time to time outstanding and senior
in right of payment to all of its existing and future subordinated indebtedness.
Prior to October 15, 2031 (the date that is three months prior to maturity (the
"Par Call Date")), the Company may redeem the 2032 Notes, at any time in whole
or from time to time in part, at a "make-whole" premium plus accrued and unpaid
interest to, but excluding, the redemption date. Commencing on or after the Par
Call Date, the Company may redeem the 2032 Notes, at any time in whole or from
time to time in part, at a redemption price equal to 100% of the principal
amount of the 2032 Notes being redeemed plus accrued and unpaid interest to, but
excluding, the redemption date.
The 2032 Notes have been registered under the Securities Act of 1933, as amended
(the "Act"), pursuant to a Registration Statement on Form S-3 (No. 333-252343)
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 2032
Notes are qualified in their entirety by reference to the Underwriting
Agreement, the Indenture and the form of the 2032 Notes. A copy of the
Underwriting Agreement, the Indenture and the form of the 2032 Notes are filed
hereto and are incorporated herein by reference. In addition, in connection with
the offering of the 2032 Notes, Davis Polk & Wardwell LLP, acting as counsel to
the Company with respect to the offering of the 2032 Notes, is filing a legal
opinion regarding the validity of the 2032 Notes, attached as Exhibit 5.1 to
this Form 8-K and incorporated herein by reference.
Redemption
On June 11, 2021, the Company issued a notice of redemption for all of the
$350.0 million outstanding aggregate principal amount of its 2023 Notes. The
redemption date for the 2023 Notes will be July 12, 2021 (the "Redemption
Date"). The redemption price for the 2023 Notes will be calculated in accordance
with the indenture and the officers' certificate governing the 2023 Notes and
will be equal to the sum, as calculated by the independent investment banker, of
the present values of the remaining scheduled payments of principal and interest
on the 2023 Notes to be redeemed (exclusive of interest accrued to the
Redemption Date) discounted to the Redemption Date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the treasury
rate calculated on the third business day preceding the Redemption Date, plus 35
basis points, plus accrued and unpaid interest thereon to, but excluding, the
Redemption Date. As of March 31, 2021, $350.0 million aggregate principal amount
of the Company's 2023 Notes were outstanding. The foregoing does not constitute
a notice of redemption for the 2023 Notes.
Cautionary Statement
Some of the statements included in this Form 8-K 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
Exhibit No. Exhibit
1.1 Underwriting Agreement, dated as of June 10, 2021.
4.1 Indenture, dated as of March 28, 2013 (incorporated herein by
reference to Exhibit 4.1 to the Company's Form 8-K (File
No. 001-31978) filed with the SEC on March 28, 2013).
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4.2 Form of 2.650% Senior Notes due 2032.
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 June 14, 2021.
104 The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL.
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