HARTFORD FINANCIAL SERVICES GROUP, INC. RECORDS (8-K) disclosing other events, financial statements and exhibits

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Article 8.01 Other events

At September 16, 2021, Hartford Financial Services Group, Inc. (the
“Company”) has entered into a Senior Note Pricing Agreement, dated September 16
2021
(the “Pricing Agreement”), which incorporated by reference the terms of the
senior notes Subscription contract General conditions dated
September 16, 2021 (the “Subscription Agreement”), each between the Company and
Barclays Capital Inc., Goldman Sachs & Co. LLC and US Bancorp Investments,
Inc.
, as representatives of the subscribers named in this agreement (the
“Underwriters”), with regard to the offer and sale by the Company of
$ 600 million total principal amount of its 2,900% Senior Notes due 2051 (on
“Leading Notes”). Senior Notes Sold Under the Underwriting Agreement
have been registered under the Company’s registration statement on Form S-3 (file
n ° 333-231592). The sale of the Senior Bonds was closed on
September 21, 2021. In addition to the information provided in this section 8.01,
certain documents are attached as part of the offer of the
Senior Notes.

The pricing agreement provides, among other things, that the underwriters
purchase the senior notes of the Company at the public offering price, less one
0.875% discount per Senior Note.

The foregoing description of important terms of the underwriting agreement
and the Price Agreement is qualified in its entirety by reference to the
Subscription Agreement, which is attached hereto as Schedule 1.1, and the Price
Agreement, which is attached hereto as Exhibit 1.2, and incorporated herein by
reference.

In accordance with the underwriting agreement and the pricing agreement, the Company issued
to September 21, 2021 $ 600 million total principal amount of senior notes
under a senior trust deed dated April 11, 2007, between the Company
and The Bank of New York Mellon Trust Company, NA, as trustee (the “Trustee”),
as completed by the first complementary act dated August 9, 2013,
the second complementary act dated August 19, 2019 and the third
complementary act dated September 21, 2021 (together, the
“Indenture”).

The Senior Notes are senior unsecured obligations of the Company and rank
on par with all unsecured and unsubordinated debt of the Company. The
The Senior Notes bear interest at an annual rate of 2.900%. The Company will pay
interest on the semi-annual senior notes in arrears on March 15 and
September 15th of each year, from March 15, 2022.

The act contains restrictive clauses which, among other things, limit the capacity of
the Company and its restricted subsidiaries to sell, transfer or create certain
liens, including liens on the share capital of any restricted subsidiary.

The Senior Notes will mature on September 15, 2051. However, before March 15,
2051
(6 months before maturity), the Company may, at its option, redeem the
Senior Securities at any time in whole or from time to time in part in multiples of
$ 1,000, at a redemption price equal to the greater of (i) 100% of the capital
amount of Senior Notes to be reimbursed and (ii) the sum of the discounted values
of the remaining scheduled payments of principal and interest on the Senior
Notes to be redeemed (assuming that the Senior Notes mature on March 15, 2051)
(excluding accrued interest until the repayment date), discounted at
repayment date on a semi-annual basis (assuming a 360-day year including
twelve months of 30 days) at the Treasury rate then in force increased by 20 basis points,
plus accrued and unpaid interest up to the date of reimbursement excluded. At
or after March 15, 2051, the Company may, at its option, redeem the Senior Bonds
at any time in whole or in part in multiples of $ 1,000, at a redemption price
equal to 100% of the principal amount of the Senior Notes to be reimbursed plus
accrued and unpaid interest up to, but excluding, the date of repayment.

The act contains the usual events of default. If an event of default under
the indenture occurs in respect of the Senior Notes and continues on
Trustee or holders of at least 25% of the total capital of the
Senior Notes in circulation may declare the principal amount of all Senior Notes
Notes to be immediately due and payable.

The foregoing description of the Indenture and the Senior Notes is
its entirety by reference to the full text of these documents, which are attached
or incorporated by reference herein as parts 4.1, 4.2, 4.3, 4.4 and 4.5,
respectively, and incorporated herein by reference.

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The Company intends to use the net proceeds from its sale of the Senior Notes to
buy back the outstanding amount in full $ 600 million principal amount of the Company
7.875% floating rate fixed rate subordinated debentures maturing in 2042, which are
redeemable at par on or after April 15, 2022. Awaiting application of the net
proceeds, the Company intends to invest the proceeds in marketable securities.

Item 9.01 Financial statements and supporting documents

(d) Exhibits.



Exhibit No.       Description

1.1                 Underwriting Agreement General Terms and Conditions, dated
                  September 16, 2021, among The Hartford Financial Services Group,
                  Inc. and Barclays Capital Inc., Goldman Sachs & Co. LLC and U.S.
                  Bancorp Investments, Inc., as the representatives of the
                  Underwriters.

1.2                 Pricing Agreement, dated September 16, 2021, among The Hartford
                  Financial Services Group, Inc. and Barclays Capital Inc., Goldman
                  Sachs & Co. LLC and U.S. Bancorp Investments, Inc., as the
                  representatives of the Underwriters.

4.1                 Senior Indenture, dated as of April 11, 2007, between The
                  Hartford Financial Services Group, Inc. and The Bank of New York
                  Mellon Trust Company, N.A., as Trustee (incorporated herein by
                  reference to Exhibit 4.03 to The Hartford Financial Services
                  Group, Inc.'s Registration Statement on Form S-3 (No.
                  333-142044), dated April 11, 2007).

4.2                 First Supplemental Indenture, dated as of August 9, 2013,
                  between The Hartford Financial Services Group, Inc. and The Bank
                  of New York Mellon Trust Company, N.A., as Trustee (incorporated
                  herein by reference to Exhibit 4.07 to The Hartford Financial
                  Services Group, Inc.'s Registration Statement on Form S-3 (No.
                  333-190506), dated August 9, 2013).

4.3                 Second Supplemental Indenture, dated as of August 19, 2019,
                  between The Hartford Financial Services Group, Inc. and The Bank
                  of New York Mellon Trust Company, N.A., as Trustee (incorporated
                  herein by reference to Exhibit 4.3 to The Hartford Financial
                  Services Group, Inc.'s Current Report on Form 8-K, dated
                  August 19, 2019) .

4.4                 Third Supplemental Indenture, dated as of September 21, 2021,
                  between The Hartford Financial Services Group, Inc. and The Bank
                  of New York Mellon Trust Company, N.A., as Trustee.

4.5                 Form of global note for $600 million aggregate principal amount
                  of 2.900% Senior Notes due 2051.

5.1                 Opinion of Cleary Gottlieb Steen & Hamilton LLP.

23.1                Consent of Cleary Gottlieb Steen & Hamilton LLP (included in
                  Exhibit 5.1).

101               Cover Page Interactive Data File - the cover page XBRL tags are
                  embedded within the Inline XBRL document.

104               The cover page from this Current Report on Form 8-K, formatted in
                  Inline XBR

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