- Current report filing (8-K)
March 11 2010 - 12:07PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
March 8, 2010
AMERIPRISE FINANCIAL, INC.
(Exact name of
registrant as specified in its charter)
Delaware
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001-32525
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13-3180631
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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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55
Ameriprise Financial Center
Minneapolis, Minnesota
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55474
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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:
(612) 671-3131
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):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item
1.01 Entry Into a Material
Definitive Agreement
On
March 11, 2010, Ameriprise Financial, Inc. (the Company) issued
$750,000,000 principal amount of 5.30% Senior Notes due 2020 (the Notes). The Notes were issued in the form filed as Exhibit 4.1
hereto and were sold pursuant to the Underwriting Agreement (the Underwriting
Agreement) which the Company entered into on March 8, 2010 with Goldman,
Sachs & Co., Credit Suisse Securities (USA) LLC and Morgan Stanley &
Co. Incorporated, as representatives of the several underwriters therein
(collectively, the Underwriters). The
Underwriting Agreement is attached hereto as Exhibit 1.1 and is
incorporated herein by reference.
The Underwriting Agreement includes customary
representations, warranties and covenants by the Company. It also provides for customary indemnification
by each of the Company and the Underwriters against certain liabilities and
customary contribution provisions in respect of those liabilities.
The
Notes sold pursuant to the Underwriting Agreement will be governed by the terms
of an Indenture, dated as of May 5, 2006, entered into with U.S. Bank
National Association, as trustee. The
Notes will be senior unsecured obligations of the Company and will rank prior
to all of the Companys subordinated indebtedness and on an equal basis with
all of the Companys other senior unsecured indebtedness. Interest on the Notes will accrue at a rate
of 5.30% per annum and will be payable semi-annually in arrears on each March 15
and September 15, commencing September 15, 2010. The Company may, at any time and from time to
time, redeem the Notes, in whole or in part at its option, on not less than 30
nor more than 60 days prior notice mailed to the holders of the Notes. The
Notes will be redeemable at a redemption price, plus accrued and unpaid
interest to the date of redemption, equal to the greater of (1) 100% of the principal amount of the
Notes to be redeemed or (2) the sum of the present values of the remaining
scheduled payments of principal and interest on the Notes to be redeemed that
would be due after the related redemption date but for such redemption (except
that, if such redemption date is not an interest payment date, the amount of
the next succeeding scheduled interest payment will be reduced by the amount of
interest accrued thereon 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 plus 25 basis points. Delivery of the Notes in book-entry form only
through the facilities of The Depository Trust Company was made on March 11,
2010. A copy of the form of the Notes is
attached hereto as Exhibit 4.1 and is incorporated herein by reference.
The
information contained herein is not an offer to purchase or the solicitation of
an offer to purchase the Notes. The
Companys offer to purchase the Notes is set forth in the prospectus supplement
dated March 8, 2010 and filed with the Securities and Exchange Commission
(the Commission) on March 10, 2010 (the Prospectus Supplement), to the
prospectus dated May 26, 2009 (the Prospectus) and filed with the
Commission pursuant to Rule 424(b)(3) under the Securities Act of
1933, as amended, on May 26, 2009, as part of our registration statement
on Form S-3 (Registration No. 333-158972).
2
Item 9.01 Financial
Statements and Exhibits
The purpose of this Current Report is to disclose the
entry into the Underwriting Agreement and to file with the Commission the following
documents relating to the Notes: (i) the form of the Notes, and (ii) the
opinion of John C. Junek, Esq. The
following exhibits are filed herewith in connection with the Registration
Statement on Form S-3 (File No. 333-158972) filed by the Company with
the Commission.
(d) Exhibits
1.1
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Underwriting
Agreement, dated March 8, 2010, among the Company and Goldman,
Sachs & Co., Credit Suisse Securities (USA) LLC and Morgan
Stanley & Co. Incorporated, as representatives of the several
underwriters.
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4.1
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Form of
5.30% Senior Note due 2020.
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5.1
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Opinion
of John C. Junek, Esq.
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23.1
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Consent
of John C. Junek, Esq. (included as part of Exhibit 5.1)
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3
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,
thereunto duly authorized.
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AMERIPRISE FINANCIAL, INC.
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(REGISTRANT)
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DATE:
March 11, 2010
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By:
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/s/ David K. Stewart
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Name:
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David
K. Stewart
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Title:
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Senior
Vice President and Controller
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4
Index to Exhibits
Exhibit No.
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Description
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Method of Filing
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1.1
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Underwriting
Agreement, dated March 8, 2010, among the Company and Goldman,
Sachs & Co., Credit Suisse Securities (USA) LLC and Morgan
Stanley & Co. Incorporated, as representatives of the several
underwriters.
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Electronic
Transmission
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4.1
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Form of
5.30% Senior Note due 2020.
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Electronic
Transmission
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5.1
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Opinion
of John C. Junek, Esq.
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Electronic
Transmission
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23.1
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Consent
of John C. Junek, Esq. (included as part of Exhibit 5.1).
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Electronic
Transmission
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5
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