Item 1.01.
Entry into a Material Definitive Agreement
Protective
Life Corporation (the Company) has registered various securities pursuant to a
Registration Statement on Form S-3, No. 333-121791 (the Registration Statement).
The securities, including debt securities, were registered on the Registration
Statement to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933. On December 4, 2007, the Company entered into
a Purchase Agreement (the Purchase Agreement) with the underwriters named
therein, relating to the offering by the Company of a new series of debt securities: $150,000,000 aggregate principal amount of 6.40%
Senior Notes due January 15, 2018 (the Senior Notes). We expect the Senior
Notes to be issued on December 11, 2007 under the Senior Indenture, dated
as of June 1, 1994, between the Company and The Bank of New York Trust Company,
N.A., as successor trustee to The Bank of New York (the Trustee), as
supplemented by Supplemental Indenture No. 11, to be dated as of December 11,
2007 (the Supplemental Indenture). Each of (i) the Purchase Agreement, (ii) the
form of Supplemental Indenture and the form of Senior Note and (iii) Statement
of Eligibility and Qualification of Trustee on Form T-1 is filed as an exhibit
to this Current Report on Form 8-K.
The
foregoing description is a summary of the terms of the Purchase Agreement and
the Supplemental Indenture and is qualified in its entirety by reference to the
Purchase Agreement and the Supplemental Indenture that are attached as exhibits
to this Current Report on Form 8-K and which are incorporated herein by
reference.
Some
of the underwriters and their affiliates have engaged in, and may in the future
engage in, investment banking and other commercial dealings in the ordinary
course of business with us. They have received and may receive customary fees
and commissions for these transactions.
An
affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Merrill
Lynch Bank USA, is a lender under our $200 million revolving credit facility,
which was amended and restated on July 30, 2004. Our indebtedness under this
revolving credit facility was approximately $98 million as of November 30, 2007.
Our indebtedness under this revolving credit facility will be repaid with a
portion of the proceeds from this offering of Senior Notes. Pro Equities, Inc.,
a wholly-owned subsidiary of the Company, will participate as an underwriter in
this offering.
The
Bank of New York Trust Company, N.A. is the Trustee under the Senior Indenture
and will be the principal paying agent and registrar for the Senior Notes. We
have entered into, and from time to time may continue to enter into, banking
and other relationships with The Bank of New York Trust Company, N.A. or its
affiliates.