Item 8.01. Other Events.

On November 19, 2020, The Allstate Corporation (the "Registrant") entered into an Underwriting Agreement (the "Underwriting Agreement") with Loop Capital Markets LLC, Academy Securities, Inc., Samuel A. Ramirez & Company, Inc. and Siebert Williams Shank & Co., LLC, as representatives of the several underwriters named therein, with respect to the offer and sale by the Registrant of $600,000,000 aggregate principal amount of its 0.750% Senior Notes due 2025 (the "2025 Senior Notes") and $600,000,000 aggregate principal amount of its 1.450% Senior Notes due 2030 (the "2030 Senior Notes" and, together with the 2025 Senior Notes, the "Senior Notes"). The offering and sale of the Senior Notes were registered under the Registrant's registration statement on Form S-3 (File No. 333-224541) (the "Registration Statement").

On November 24, 2020, the Registrant closed the public offering of the Senior Notes.

The Senior Notes were issued pursuant to an Indenture, dated as of December 16, 1997, between the Registrant and U.S. Bank National Association (successor in interest to State Street Bank and Trust Company), as trustee (the "Trustee"), as amended by the Third Supplemental Indenture, dated as of July 23, 1999, and the Sixth Supplemental Indenture, dated as of June 12, 2000, and as supplemented by the Twenty-Fourth Supplemental Indenture, with respect to the 2025 Senior Notes (the "Twenty-Fourth Supplemental Indenture"), and the Twenty-Fifth Supplemental Indenture, with respect to the 2030 Senior Notes (the "Twenty-Fifth Supplemental Indenture"), each dated as of November 24, 2020.

The Senior Notes are senior unsecured obligations of the Registrant and rank equally with all unsecured and unsubordinated indebtedness of the Registrant from time to time outstanding. The 2025 Senior Notes will bear interest at a fixed rate equal to 0.750% per annum and the 2030 Senior Notes will bear interest at a fixed rate equal to 1.450% per annum. The Registrant will pay interest on the Senior Notes semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2021. The 2025 Senior Notes will mature on December 15, 2025 and the 2030 Senior Notes will mature on December 15, 2030.

The following documents are being filed with this Current Report on Form 8-K and are incorporated herein by reference: (i) the Underwriting Agreement; (ii) the Twenty-Fourth Supplemental Indenture; (iii) the Twenty-Fifth Supplemental Indenture; (iv) the Form of the 2025 Senior Notes; (v) the Form of the 2030 Senior Notes; and (vi) the validity opinion and consent of Willkie Farr & Gallagher LLP with respect to the Senior Notes.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.      Description

  1.1              Underwriting Agreement, dated as of November 19, 2020, among
                 the Registrant and Loop Capital Markets LLC, Academy
                 Securities, Inc., Samuel A. Ramirez & Company, Inc. and Siebert
                 Williams Shank & Co., LLC, as representatives of the several
                 underwriters named therein.

  4.1              Twenty-Fourth Supplemental Indenture, dated as of November
                 24, 2020, between the Registrant and the Trustee, including the
                 form of the 2025 Senior Notes as Exhibit A.

  4.2              Twenty-Fifth Supplemental Indenture, dated as of November 24,
                 2020, between the Registrant and the Trustee, including the
                 form of the 2030 Senior Notes as Exhibit A.




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  4.3              Form of the 2025 Senior Notes (included as Exhibit A to
                 Exhibit 4.1 above).

  4.4              Form of the 2030 Senior Notes (included as Exhibit A to
                 Exhibit 4.2 above).

  5.1              Opinion of Willkie Farr & Gallagher LLP with respect to the
                 Senior Notes.

  23.1             Consent of Willkie Farr & Gallagher LLP (included in Exhibit
                 5.1 above).

104              Cover Page Interactive Data File (formatted as inline XBRL).




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