New Senior Notes
Underwriting Agreement
On May 29, 2019, CNO Financial Group, Inc. (the “Company”) entered into an Underwriting Agreement with Goldman Sachs & Co. LLC, Barclays Capital Inc., KeyBanc Capital Markets Inc. and RBC Capital Markets, LLC, as representatives of the several underwriters listed therein (the “Underwriters”), in connection with the offer and sale by the Company of $500 million aggregate principal amount of 5.250% Senior Notes due 2029 (the “Notes”). The offering of the Notes was made to the Company’s registration statement on Form S-3 (Registration No. 333-224830), which became automatically effective upon filing on May 10, 2018 (the “Registration Statement”).
The Company intends to use the net proceeds from the offering of the Notes to: (i) repay all amounts outstanding under its existing unsecured revolving credit facility; (ii) redeem and satisfy and discharge all of its outstanding 4.50% Senior Notes due May 2020; and (iii) pay fees and expenses related to the foregoing. Any remaining amounts will be used for general corporate purposes.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, and customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated by reference herein.
The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.
On May 29, 2019, the Company issued a press release announcing the pricing of its previously announced offering of the Notes. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information included in this Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities of the Company.
The following materials are furnished as exhibits to this Current Report on Form 8-K:
CNO Financial Group, Inc. Exhibit
EX-1.1 2 exhibit11-052019underwriti.htm EXHIBIT 1.1 Exhibit Exhibit 1.1CNO FINANCIAL GROUP,…
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About CNO Financial Group, Inc. (NYSE:CNO)

CNO Financial Group, Inc. is a holding company for a group of insurance companies operating across the United States that develop, market and administer health insurance, annuity, individual life insurance and other insurance products. It operates through three operating segments: Bankers Life, Washington National and Colonial Penn. The Bankers Life segment markets and distributes Medicare supplement insurance, interest-sensitive life insurance, traditional life insurance, fixed annuities and long-term care insurance products through a field force of career agents and sales managers supported by a network of sales offices. The Washington National segment markets and distributes supplemental health, including specified disease, accident and hospital indemnity insurance products, and life insurance. The Colonial Penn segment markets graded benefit and simplified issue life insurance through television advertising, direct mail, the Internet and telemarketing.