Kemper Corporation (NYSE:KMPR) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
On June19, 2017, Kemper Corporation (the Company) issued
$200million aggregate principal amount of its 4.350% Senior Notes
due 2025 (the Additional Notes). The Additional Notes were issued
under an indenture, dated as of February27, 2014 (the Indenture),
between the Company and The Bank of New York Mellon Trust
Company, N.A., as trustee (the Trustee), as supplemented by the
Second Supplemental Indenture, dated as of February24, 2015 (the
Supplemental Indenture), between the Company and the Trustee. The
Additional Notes are an additional issuance of the Companys
4.350% Senior Notes due 2025, of which the Company issued an
initial $250million aggregate principal amount on February24,
2015 (the Initial Notes). The Additional Notes are fungible with
the Initial Notes, and the Additional Notes and the Initial Notes
are treated as part of a single series for all purposes under the
Indenture, as supplemented by the Supplemental Indenture. This
report refers to the Initial Notes and the Additional Notes
collectively as the Notes. Immediately after the issuance of the
Additional Notes, the outstanding aggregate principal amount of
the Notes was $450million.
The Notes bear interest at an annual rate of 4.350%, payable
semi-annually in arrears on February15 and August15 of each year,
beginning in the case of the Additional Notes on August15, 2017.
The Notes will mature on February15, 2025.
The foregoing description of the Indenture, the Supplemental
Indenture, the Initial Notes and the Additional Notes does not
purport to be complete and is qualified in its entirety by
reference to the full text of such documents. The Indenture and
the Supplemental Indenture (including the form of the Notes) are
incorporated by reference as Exhibits 4.1 and 4.2, respectively,
to this report and incorporated in this Item1.01 by reference.
The Company has entered, and from time to time may continue to
enter, into banking or other relationships with The Bank of New
York Mellon Trust Company, N.A. or its affiliates for which they
have received and will receive customary fees and expenses. The
Trustee serves as trustee with respect to outstanding debt
securities of the Company other than the Notes. The Bank of New
York Mellon, an affiliate of the Trustee, is a lender under the
Companys revolving credit agreement.
Item2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item1.01 of this report with respect
to the Indenture, the Supplemental Indenture and the Notes is
hereby incorporated by reference into this Item2.03, insofar as
it relates to the creation of a direct financial obligation.
Item8.01 |
Other Events. |
On June12, 2017, the Company entered into an underwriting
agreement (the Underwriting Agreement) with Goldman Sachs Co.
LLC, J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner
Smith Incorporated, as representatives of the several
underwriters named therein (the Underwriters), in connection with
the sale and issuance by the Company of the Additional Notes. to
the Underwriting Agreement, the Company agreed to sell the
Additional Notes to the Underwriters, and the Underwriters agreed
to purchase the Additional Notes for resale to the public. The
Underwriting Agreement includes customary representations,
warranties and covenants by the Company. It also provides for
customary indemnification by each of the Company and the
Underwriters against certain liabilities and customary
contribution provisions in respect of those liabilities.
The Company sold the Additional Notes to the Underwriters at an
issue price of 100.543% of the principal amount thereof. The
Underwriters offered the Additional Notes to the public at a
price of 101.193% of the principal amount thereof. The net
proceeds to the Company from the sale of the Additional Notes,
after deducting underwriting discounts and the Companys estimated
expenses related to the offering of the Additional Notes, were
approximately $200.2million. The Company intends to use the net
proceeds from the sale of the Additional Notes for general
corporate purposes.
The Additional Notes were offered and sold to the Companys
automatically effective shelf registration statement on FormS-3
(Registration No.333-217781) filed with the Securities and
Exchange
Commission on May8, 2017 and supplemented by a prospectus
supplement, dated June12, 2017, related to the offering of the
Additional Notes.
Affiliates of the following Underwriters are agents and/or
lenders under the Companys revolving credit agreement: J.P.
Morgan Securities LLC, Fifth Third Securities, Inc. and PNC
Capital Markets LLC. J.P. Morgan Securities LLC acted as a joint
bookrunner and joint lead arranger under the Companys revolving
credit agreement.
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 such document. The Underwriting
Agreement is filed as Exhibit 1.1 hereto and incorporated herein
by reference.
Item9.01. |
Financial Statements and Exhibits. |
(d)Exhibits.
| 1.1 |
Underwriting Agreement, dated June12, 2017, between Kemper Corporation and Goldman Sachs Co. LLC, J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner Smith Incorporated, as representatives of the several underwriters named therein. |
|
| 4.1 |
Indenture, dated as of February27, 2014, between Kemper Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee (the Trustee) (incorporated by reference to Exhibit 4.1 to Kemper Corporations Current Report on Form 8-K filed with the SEC on February27, 2014). |
|
| 4.2 |
Second Supplemental Indenture, dated as of February24, 2015, between Kemper Corporation and the Trustee (including the form of 4.350% Senior Notes due 2025) (incorporated by reference to Exhibit 4.2 to Kemper Corporations Current Report on Form 8-K filed with the SEC on February24, 2015). |
|
| 5.1 | Opinion of Skadden, Arps, Slate, Meagher Flom LLP. | |
| 23.1 |
Consent of Skadden, Arps, Slate, Meagher Flom LLP (included in Exhibit 5.1). |
KEMPER Corp ExhibitEX-1.1 2 d541183dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 Kemper Corporation 4.350% Senior Notes due 2025 Underwriting Agreement June 12,…To view the full exhibit click here About Kemper Corporation (NYSE:KMPR)
Kemper Corporation is a diversified insurance holding company. The Company, through the subsidiaries, provides automobile, homeowners, life, health and other insurance products to individuals and businesses. The Company, through its subsidiaries, is engaged in the property and casualty insurance and life and health insurance businesses. The Company operates in two segments: Property & Casualty Insurance, and Life & Health Insurance. Its Property & Casualty Insurance segment’s products include personal automobile insurance, both standard and non-standard risks, homeowners insurance, other personal insurance and commercial automobile insurance. Its Property & Casualty Insurance segment distributes its products through independent agents and brokers. Its Life & Health Insurance segment’s products include individual life, accident, health and property insurance. Its Kemper Home Service companies focus on providing individual life and supplemental accident and health insurance products.
