Protective Life Corporation (NYSE:PL) Files An 8-K Entry into a Material Definitive Agreement

Protective Life Corporation (NYSE:PL) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

The disclosure set forth in Item 1.02 of this report is incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement.

On December11, 2018, Protective Life Corporation (“PLC”) and Protective Life Insurance Company (“Protective Life”), a wholly-owned subsidiary of PLC, entered into a Termination and Release Agreement (the “Termination Agreement”) with Wachovia Development Corporation (“Wachovia”); SunTrust Bank, Citibank, N.A., and Wells Fargo Bank, National Association (the “Lease Participants); and Wells Fargo Bank, National Association, as administrative agent for Wachovia and the Lease Participants (“Wells Fargo” and, together with Wachovia and the Lease Participants, the “Financing Parties”), whereby Protective Life agreed to exercise its right under the terms of that certain Second Amended and Restated Lease Agreement, dated as of December19, 2013, between Wachovia and Protective Life (the “Lease”), to purchase the office building contiguous to its home office and an adjacent parking deck (the “Facility”).

Under the terms of the Termination Agreement, Protective Life will purchase the Facility on December19, 2018 (the expiration date of the Lease) for approximately $75.1 million (the “Lease Facility Payoff Amount”) plus Wells Fargo’s attorneys’ fees in connection with the transaction (the “Attorneys’ Fees” and, together with the Lease Facility Payoff Amount, the “Purchase Price”). The Lease Facility Payoff Amount is based on the principal balance of the $75 million financing provided under the terms of the Lease to construct the Facility plus the unpaid yield on the Financing Parties’ investment.

Additionally, to the terms of the Termination Agreement, the following agreements (collectively, the “Operative Documents”) will be automatically terminated upon payment by Protective Life of the Lease Facility Payoff Amount and the portion of the Attorneys’ Fees invoiced on or prior to December17, 2018: (i)the Lease; (ii)that certain Second Amended and Restated Investment and Participation Agreement dated as of December19, 2013, by and among Protective Life and the Financing Parties (the “Investment Agreement”); (iii)that certain Second Amended and Restated Guaranty dated December19, 2013, by PLC, as guarantor, in favor of Wachovia (the “Guaranty”); and (iv)any other agreements or instruments previously entered into by PLC or Protective Life in connection with the Lease, the Investment Agreement and the Guaranty. However, Protective Life and PLC will continue to be obligated for any reasonable unpaid Attorneys’ Fees incurred by Wells Fargo in connection with Termination Agreement and for any obligations or liabilities of Protective Life that arose under the terms of the Lease not otherwise satisfied upon payment of the Purchase Price. Further, Protective Life, PLC and the Financing Parties will each continue to remain responsible for their respective obligations that expressly survive termination under the terms of the Operative Documents.

The foregoing description of the Termination Agreement is not complete and is qualified in its entirety by reference to the Termination Agreement, which is filed as Exhibit10.1 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits: