Underwriting Agreement
On February 23, 2023, Assurant, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, relating to the public offering and sale by the Company of $175.0 million aggregate principal amount of 6.100% Senior Notes due 2026 (the “2026 Notes”). The offering of the 2026 Notes closed on February 28, 2023. The 2026 Notes were issued pursuant to an indenture (the “Base Indenture”), dated as of March 28, 2013, between the Company and U.S. Bank Trust Company, National Association (successor to U.S. Bank National Association), as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee, dated as of February 28, 2023. The Company intends to use the net proceeds from the sale of the 2026 Notes (and available cash on hand) to redeem $175.0 million of the $225.0 million outstanding aggregate principal amount of its 4.200% Senior Notes due 2023 (the “2023 Notes”) and to pay related premiums, fees and expenses.
The Company will pay interest on the 2026 Notes semi-annually in arrears on February 27 and August 27 of each year, beginning on August 27, 2023. The 2026 Notes will mature on February 27, 2026. The 2026 Notes are senior unsecured debt obligations of the Company and will rank equally in right of payment to all of its other senior unsecured indebtedness from time to time outstanding and senior in right of payment to all of its existing and future subordinated indebtedness.
Prior to January 27, 2026 (the date that is one month prior to their maturity date (the “Par Call Date”)), the Company may redeem the 2026 Notes, at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2026 Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the form of the 2026 Notes) plus 25 basis points less (b) interest accrued to, but excluding, the date of redemption; and (ii) 100% of the principal amount of the 2026 Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to, but excluding, the redemption date.
On or after the Par Call Date, the Company may redeem the 2026 Notes at its option, in whole or in part, at any time or from time to time, at a redemption price equal to 100% of the principal amount of the 2026 Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date.
The 2026 Notes have been registered under the Securities Act of 1933, as amended (the “Act”), pursuant to a registration statement on Form S-3 (No. 333-252343) (the “Registration Statement”) previously filed with the U.S. Securities and Exchange Commission (the “SEC”) by the Company under the Act. A prospectus supplement relating to the offering has been filed with the SEC.
The above descriptions of the Underwriting Agreement, the Indenture and the 2026 Notes are qualified in their entirety by reference to the Underwriting Agreement, the Base Indenture, the Supplemental Indenture and the form of the 2026 Notes. A copy of the Underwriting Agreement, the Base Indenture, the Supplemental Indenture and the form of the 2026 Notes are filed hereto and are incorporated by reference herein. The Underwriting Agreement, the Supplemental Indenture and the form of the 2026 Notes are also incorporated by reference into the Registration Statement. In addition, in connection with the offering of the 2026 Notes, Davis Polk & Wardwell LLP, acting as counsel to the Company with respect to the offering of the 2026 Notes, is filing a legal opinion regarding the validity of the 2026 Notes, attached as Exhibit 5.1 to this Form 8-K and incorporated by reference herein and into the Registration Statement.
Redemption
On February 24, 2023, the Company issued a notice of redemption for $175.0 million outstanding aggregate principal amount of its 2023 Notes. The redemption date for the 2023 Notes will be March 13, 2023 (the “Redemption Date”). The redemption price for the 2023 Notes will be calculated in accordance with the indenture and the officers’ certificate governing the 2023 Notes and will be equal to the sum, as calculated by the independent investment banker, of the present values of the remaining scheduled payments of principal and interest on the 2023 Notes to be redeemed (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate calculated on the third business day preceding the Redemption Date, plus 25 basis points, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date. As of December 31, 2022, $225.0 million aggregate principal amount of the Company’s 2023 Notes were outstanding. The foregoing does not constitute a notice of redemption for the 2023 Notes.
Cautionary Statement
Some of the statements in this Form 8-K may constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Any forward-looking statements contained in this Form 8-K are based upon the Company’s historical performance and on current plans, estimates and expectations. The inclusion of this forward-looking information should not be regarded as a representation by the Company or any other person that the Company’s future plans, estimates or expectations will be achieved. Actual results might differ materially from those projected in the forward-looking statements. The Company undertakes no obligation to update or review any forward-looking statement, whether as a result of new information, future events or other developments. For information on factors that could affect the Company’s actual results, please refer to the factors identified in the reports that the Company files with the SEC, including the risk factors identified in the Company’s most recent Annual Report on Form 10-K.
