Protective Life Corporation (NYSE:PL) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On August23, 2018, Protective Life Corporation, a Delaware corporation (the “Company”), issued $400,000,000 aggregate principal amount of its 4.300% Senior Notes due 2028 (the “Notes”) in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended. The Notes were issued under a Senior Indenture dated June1, 1994 (the “Base Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the “Trustee”), as supplemented by Supplemental Indenture No.15, dated as of August23, 2018 (“Supplemental Indenture No.15,” and together with the Base Indenture, the “Indenture”).
The Notes will be the Company’s general unsecured obligations and will rank senior in right of payment to any future indebtedness of the Company that is expressly subordinated in right of payment to the Notes, equal in right of payment with all of the Company’s existing and future unsecured indebtedness that is not so subordinated, effectively junior in right of payment to any of the Company’s existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness and structurally subordinated to all existing and future indebtedness and other liabilities of the Company’s subsidiaries. The Notes will bear interest at the rate of 4.300% per year, payable semi-annually in arrears on March30 and September30 of each year, commencing on March30, 2019.
The Notes will mature on September30, 2028. The Company may redeem the Notes prior to maturity, in whole at any time or in part from time to time, in accordance with the provisions of the Indenture.
The foregoing descriptions of the Base Indenture, Supplemental Indenture No.15 and the Notes are qualified in their entirety by reference to the full text of such documents, which are attached hereto as Exhibits 4.1, 4.2 and 4.3, respectively, and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth in Item 1.01 is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits:
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Exhibit |
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No. |
Description |
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4.1 |
Senior Indenture, dated June1, 1994, between Protective Life Corporation and The Bank of New York Mellon Trust Company, N.A., as successor Trustee (incorporated by reference to Exhibit4(c)(1)to Protective Life Corporation’s Annual Report on Form10-K for the year ended December31, 2017, filed with the SEC on March2, 2018). |
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4.2 |
Supplemental Indenture No.15, dated as of August23, 2018, between Protective Life Corporation and The Bank of New York Mellon Trust Company, N.A., as successor Trustee, supplementing the Senior Indenture dated June1, 1994. |
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4.3 |
Formof 4.300% Senior Note due 2028 (included in Exhibit4.2). |