THE ALLSTATE CORPORATION (NYSE:ALL-D) Files An 8-K Material Modification to Rights of Security HoldersItem 8.01. Material Modification to Rights of Security Holders.
Upon issuance of the Fixed Rate Noncumulative Perpetual Preferred Stock, SeriesG, par value $1.00 per share and liquidation preference $25,000 per share (the “SeriesG Preferred Stock”) by The Allstate Corporation (the “Registrant”) on March29, 2018, the ability of the Registrant to declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of its common stock or any shares of the Registrant that rank junior to, or on parity with, the SeriesG Preferred Stock will be subject to certain restrictions in the event that the Registrant does not declare and pay (or set aside) dividends on the SeriesG Preferred Stock for the last preceding dividend period. The terms of the SeriesG Preferred Stock, including such restrictions, are more fully described in the Certificate of Designations for the SeriesG Preferred Stock, a copy of which is attached as Exhibit3.1 hereto and incorporated herein by reference.
Section5 — Corporate Governance and Management
Item 8.01 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March27, 2018, the Registrant filed a Certificate of Designations with the Secretary of State of the State of Delaware to establish the preferences, limitations and relative rights of the SeriesG Preferred Stock. The Certificate of Designations became effective upon filing, and a copy is attached as Exhibit3.1 hereto and incorporated herein by reference.
Section8 — Other Events
Item 8.01. Other Events.
SeriesG Preferred Stock Offering
On March26, 2018, the Registrant entered into an Underwriting Agreement (the “SeriesG Preferred Stock Underwriting Agreement”) with Morgan Stanley& Co. LLC, Merrill Lynch, Pierce, Fenner& Smith Incorporated, UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (the “SeriesG Preferred Stock Representatives”), with respect to the offer and sale by the Registrant of an aggregate of 20,000,000 depositary shares (the “Depositary Shares”), each representing a 1/1,000th interest in a share of the SeriesG Preferred Stock. The offering and sale of the Depositary Shares and SeriesG Preferred Stock were registered under the Registrant’s registration statement on FormS-3 (File No.333-203757) (the “Registration Statement”). The Registrant granted the SeriesG Preferred Stock Representatives an option (the “Option”) to purchase an additional 3,000,000 Depositary Shares to cover over-allotments, which the SeriesG Preferred Stock Representatives exercised in full on March27, 2018. The foregoing description of the SeriesG Preferred Stock Underwriting Agreement is qualified in its entirety by reference to the terms of such agreement, which is filed hereto as Exhibit1.1.
On March29, 2018, the Registrant closed the public offering of the Depositary Shares.
On March26, 2018, the Registrant entered into an Underwriting Agreement (the “Senior Notes Underwriting Agreement”) with Merrill Lynch, Pierce, Fenner& Smith Incorporated, J.P. Morgan Securities LLC, Morgan Stanley& Co. LLC and Wells Fargo Securities, LLC, as representatives of the underwriters named therein (the “Senior Notes Underwriters”), with respect to the offer and sale by the Registrant of $250,000,000 aggregate principal amount of its Floating Rate Senior Notes due 2021 (the “2021 Senior Notes”) and $250,000,000 aggregate principal amount of its Floating Rate Senior Notes due 2023 (the “2023 Senior Notes” and, together with the 2021 Senior Notes, the “Senior Notes”). The offering and sale of the Senior Notes were registered under the Registration Statement. The foregoing description of the Senior Notes Underwriting Agreement is qualified in its entirety by reference to the terms of such agreement, which is filed hereto as Exhibit 1.2.
On March29, 2018, the Registrant closed the public offering of the Senior Notes.
