Current Report Filing (8-k)
April 06 2017 - 9:11AM
Edgar (US Regulatory)
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) April 6, 2017 (April 3, 2017)
THE PROGRESSIVE CORPORATION
(Exact name of registrant as specified in its charter)
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Ohio
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1-9518
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34-0963169
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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6300 Wilson Mills Road, Mayfield Village, Ohio
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44143
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code
440-461-5000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to
Rule 14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to
Rule 13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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On April 3, 2017, The Progressive Corporation (the
Company) entered into an Underwriting Agreement (the Underwriting Agreement) with Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the underwriters
named therein (the Underwriters), in connection with the offer and sale of $850 million aggregate principal amount of the Companys 4.125% Senior Notes due 2047 (the Notes). The Underwriting Agreement includes
customary representations, warranties and covenants by the Company. It also provides for customary indemnification by the Company and each of the Underwriters against certain liabilities arising out of or in connection with the sale of the Notes.
The Underwriting Agreement is being filed as Exhibit 1.1 to this Current Report on Form
8-K.
The Notes will be issued pursuant to an Indenture dated as of September 15, 1993, as supplemented and amended to date (the
Indenture), between the Company and U.S. Bank National Association, as trustee, including, without limitation, a Tenth Supplemental Indenture (the Tenth Supplemental Indenture) to be entered into and dated as of April 6,
2017. The form of Tenth Supplemental Indenture and the form of Note are being filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on
Form 8-K.
The net proceeds of the offering are estimated to be $841.1 million, after giving effect to underwriting discounts and commissions and
estimated expenses of the offering. The offering of the Notes is registered pursuant to an automatic shelf registration statement on Form
S-3
(SEC File
No. 333-217108)
filed with the U.S. Securities and Exchange Commission (the SEC) on April 3, 2017 (the Registration Statement), which became immediately effective upon filing,
and a related Prospectus Supplement dated April 3, 2017 (the Prospectus Supplement).
The Notes will bear interest at the
rate of 4.125% per annum. Interest on the Notes will be payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2017. The Notes will mature on April 15, 2047. Further information
concerning the Notes and related matters is set forth in the Prospectus Supplement and the related Prospectus that was filed as part of the Registration Statement, and in the form of Tenth Supplemental Indenture and the form of Note attached hereto.
Baker & Hostetler LLP, counsel to the Company, has issued an opinion to the Company, dated April 3, 2017, regarding the
Notes. A copy of the opinion is being filed as Exhibit 5.1 to this Current Report on Form
8-K.
Item 9.01.
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Financial Statements and Exhibits.
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The documents filed herewith are incorporated by
reference into the Companys Registration Statement on Form
S-3,
File Number
333-217108.
(d) Exhibits
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1.1
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Underwriting Agreement, dated as of April 3, 2017, between The Progressive Corporation, on the one hand, and Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives
of the underwriters named therein, on the other hand.
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4.1
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Form of Tenth Supplemental Indenture between The Progressive Corporation and U.S. Bank National Association, as trustee
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4.2
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Form of 4.125% Senior Note due 2047
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5.1
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Legal Opinion of Baker & Hostetler LLP
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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: April 6, 2017
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THE PROGRESSIVE CORPORATION
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By:
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/s/ Jeffrey W. Basch
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Name:
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Jeffrey W. Basch
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Title:
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Vice President and Chief Accounting Officer
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EXHIBIT INDEX
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1.1
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Underwriting Agreement, dated as of April 3, 2017, between The Progressive Corporation, on the one hand, and Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives
of the underwriters named therein, on the other hand.
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4.1
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Form of Tenth Supplemental Indenture between The Progressive Corporation and U.S. Bank National Association, as trustee
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4.2
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Form of 4.125% Senior Note due 2047
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5.1
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Legal Opinion of Baker & Hostetler LLP
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