Item 1.01 Entry into a Material Definitive Agreement.
On
With the purchase of the group annuity contracts, the pension benefit
obligations and annuity administration for all Plan participants (approximately
8,300 Transferred Participants) will be irrevocably transferred to Athene, which
will irrevocably guarantee the pension benefits of the Transferred Participants.
In
The transactions contemplated by the Agreement are subject to customary closing
conditions, including certain termination clauses. If all of the closing
conditions are met, the Company expects the transaction to be completed on
The foregoing summary of the Agreement is qualified in its entirety by reference to the text of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
This Form 8-K may contain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, including with respect to the
aforementioned estimated accounting adjustments. Use of the words "expects,"
"will," "anticipates," or the negative of those words or similar expressions
identify forward-looking statements. These forward-looking statements are based
on current expectations, estimates and projections about our industry,
management's beliefs and assumptions made by management. The statements are
based on assumptions about many important factors, including the following,
which could cause actual results to differ materially from those in the
forward-looking statements: the satisfaction or waiver of all closing conditions
contained in the Agreement, without unexpected delays or conditions; the
Company's ability to realize, or realize in the expected time frame, the
anticipated benefits from the transaction contemplated by the Agreement, or the
amount of the expected settlement charge; and other risks identified in the
Company's most recent filing on Form 10-K and other
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Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description of Exhibits 10.1 * Commitment Agreement with Athene, dated June 17 , 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Certain portions of this exhibit have been redacted pursuant to Item
601(b)(10)(iv) of Regulation S-K.
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