| Item 1.01 | Entry into a Material Definitive Agreement. |
Indenture
On March 10, 2022 (the “Closing Date”), Kemper Corporation (the “Company”) issued $150 million aggregate principal amount of 5.875% Fixed-Rate Reset Junior Subordinated Debentures due 2062 (the “Debentures”).
The Debentures were issued under an indenture, dated September 29, 2020 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by the Third Supplemental Indenture, dated as of the Closing Date (the “Supplemental Indenture”), between the Company and the Trustee. Capitalized terms used and not otherwise defined herein have the meanings assigned to such terms in the Supplemental Indenture.
The Debentures will bear interest (i) from and including the date of original issue to, but excluding, March 15, 2027 (the “First Reset Date”) at the fixed rate of 5.875% per annum and (ii) from, and including, the First Reset Date, during each Reset Period, at a rate per annum equal to the Five-Year Treasury Rate as of the most recent Reset Interest Determination Date plus 4.140% to be reset on each Reset Date. The Company will pay interest quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, beginning on June 15, 2022. The Debentures will mature on March 15, 2062.
The Company may redeem the Debentures in increments of $25 principal amount: (i) in whole or in part on the First Reset Date or any time thereafter, at a redemption price equal to the principal amount of the Debentures being redeemed plus any accrued and unpaid interest thereon (including compounded interest, if any) to, but excluding, the date of redemption; provided that if the Debentures are not redeemed in whole, at least $25 million aggregate principal amount of the Debentures must remain outstanding after giving effect to such redemption; (ii) in whole, but not in part, at any time prior to March 15, 2027, within 90 days of the occurrence of a “Tax Event,” at a redemption price equal to the principal amount plus any accrued and unpaid interest thereon (including compounded interest, if any) to, but excluding, the date of redemption; (iii) in whole, but not in part, at any time prior to March 15, 2027, within 90 days of the occurrence of a “Regulatory Capital Event,” at a redemption price equal to the principal amount plus any accrued and unpaid interest thereon (including compounded interest, if any) to, but excluding, the date of redemption; or (iv) in whole, but not in part, at any time prior to March 15, 2027, within 90 days of the occurrence of a “Rating Agency Event,” at a redemption price equal to 102% of the principal amount plus any accrued and unpaid interest thereon (including compounded interest, if any) to, but excluding, the date of redemption.
The above description of the Indenture, the Supplemental Indenture and the Debentures does not purport to be complete and is qualified in its entirety by reference to the full text of such documents. The Indenture is incorporated by reference as Exhibit 4.1 hereto, and the Supplemental Indenture (including the form of the Debentures) is filed as Exhibit 4.2 hereto, respectively, to this report, and both are incorporated in this Item 1.01 by reference.
