UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 15, 2017
The Travelers Companies, Inc.
(Exact name of registrant as specified in its charter)
| Minnesota | 001-10898 | 41-0518860 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
485 Lexington Avenue New York, New York | 10017 | |
| (Address of principal executive offices) | (Zip Code) |
(917)778-6000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if theForm 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On May 15, 2017, The Travelers Companies, Inc. (the “Company”) entered into an Underwriting Agreement (the “Agreement”) with Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as the representatives for the several underwriters named in Schedule 1 of the Agreement, for the issuance and sale by the Company of $700,000,000 aggregate principal amount of the Company’s 4.000% Senior Notes due 2047 (the “Notes”). The foregoing description is qualified by reference to the Agreement, a copy of which is attached hereto as Exhibit 1.1 and incorporated by reference herein. Further information concerning the Notes and related matters is set forth in the Company’s Prospectus Supplement, dated May 15, 2017, which was filed with the Securities and Exchange Commission on May 16, 2017.
The Agreement is not intended to provide factual information or other disclosure other than with respect to the terms of the Agreement itself, and you should not rely on it for that purpose. In particular, any representations and warranties made by us in the Agreement were made solely as of the dates specified in the Agreement, within the specific context of the Agreement, including subject to the qualifications and limitations agreed to by the parties, and only to the other express parties to the Agreement. No other person may rely on such representations and warranties.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated May 15, 2017 | |
| 5.4 | Opinion of Wendy C. Skjerven, Esq. | |
| 5.5 | Opinion of Simpson Thacher & Bartlett LLP | |
| 23.2 | Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.5) | |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 22, 2017 | THE TRAVELERS COMPANIES, INC. | |||||
| By: | /s/ Kenneth F. Spence III | |||||
| Name: Kenneth F. Spence III | ||||||
| Title: Executive Vice President and General Counsel | ||||||
2
EXHIBIT INDEX
Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated May 15, 2017 | |
| 5.4 | Opinion of Wendy C. Skjerven, Esq. | |
| 5.5 | Opinion of Simpson Thacher & Bartlett LLP | |
| 23.2 | Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.5) | |
3