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)
September 30,
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
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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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
September 30, 2010, Ameriprise Financial, Inc. (Company) entered
into a credit agreement with the lenders party thereto, Wells Fargo Bank,
National Association, as Administrative Agent, Bank of America, N.A., as Syndication
Agent, and Credit Suisse AG, Cayman Islands Branch, HSBC Bank USA, National
Association, and JPMorgan Chase Bank, N.A., as Co-Documentation Agents (the Credit
Agreement). Wells Fargo Securities, LLC and Banc of America Securities, LLC,
served as Joint Lead Arrangers and Joint Bookrunners. On that same date, the Companys previous
credit facility expired. The expired
facility had been established pursuant to that certain credit agreement, dated
as of September 30, 2005, among the Company, the lenders listed therein,
Wells Fargo Bank, National Association, Citibank, N.A., Bank of America, N.A.,
HSBC Bank USA, National Association, Wachovia Bank, National Association and
Citigroup Global Markets, Inc.
The
Credit Agreement provides for an unsecured revolving credit facility with an
aggregate principal commitment amount at any time outstanding of up to $500
million. The Company may increase the
aggregate principal commitment amount to up to $750 million upon the
satisfaction of certain approval requirements.
Extensions of credit under the facility may be applied by the Company
for working capital or any other general corporate purposes and may be made in
the form of revolving loans, swing line loans and bid loans, as well as letters
of credit. Subject to the terms set
forth in the Credit Agreement, the Company may borrow, prepay and reborrow
amounts under the facility at any time prior to the termination of the
facility.
Interest
rates owed by the Company in connection with extensions of credit pursuant to
the Credit Agreement are determined by reference to an identified market rate,
plus an applicable margin that fluctuates based on the then current rating of
the Companys senior unsecured long-term debt.
The Company will also pay, on a quarterly basis, a facility fee on the
aggregate amount of commitments by lenders under the facility, whether used or
unused.
The
Credit Agreement contains customary representations and warranties, covenants
and events of default. The covenants set
forth in the Credit Agreement include certain affirmative and negative
operational and financial covenants, including without limitation restrictions
on the Companys ability to incur liens, to make fundamental changes to its
business and to enter into transactions with affiliates. The financial covenants require the Company
to maintain a consolidated net worth at all times equal to at least $6.891
billion and to not permit the Companys consolidated leverage ratio to exceed
40 percent. In addition, the Credit
Agreement provides for certain events of default, the occurrence of which could
result in the acceleration of the Companys obligations under the facility and
the termination of the lenders obligation to extend credit pursuant to the
Credit Agreement.
The
lending commitments under the facility are scheduled to expire on September 29,
2011, at which time the Company will be required to pay in full all obligations
then outstanding. Notwithstanding the
foregoing, prior to such expiration date, the Company may elect to convert its
then outstanding principal amount of loans into a term loan which shall be due
and payable on the one-year anniversary of the expiration date.
This
description of the Credit Agreement is qualified in its entirety by reference
to the full text of the Credit Agreement, a complete copy of which is attached
hereto as Exhibit 10.1 and is hereby incorporated by reference in response
to this Item 1.01.
In
the ordinary course of business, the Company and its affiliates have engaged,
and may in the future engage, certain parties to the Credit Agreement or the
affiliates of such parties to provide commercial banking, investment banking,
product distribution and other services for which the Company or its affiliates
pay customary fees and commissions.
Item
2.03
Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The
disclosure set forth under Item 1.01 is incorporated herein by reference.
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