Protective Life Corp - Current report filing (8-K)
December 26 2007 - 1:31PM
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
December 26,
2007 (December 19, 2007)
Date of Report
(Date of earliest event reported)
Protective
Life Corporation
(Exact name of registrant
as specified in its charter)
Delaware
|
|
001-11339
|
|
95-2492236
|
(State or other jurisdiction
|
|
(Commission
|
|
(IRS Employer
|
of incorporation)
|
|
File Number)
|
|
Identification No.)
|
2801
Highway 280 South
|
Birmingham,
Alabama 35223
|
(Address of principal
executive offices) (Zip Code)
|
|
(205)
268-1000
|
(Registrants telephone
number)
|
|
|
N/A
|
(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:
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 December 19, 2007, subsidiaries of Protective
Life Corporation (the Company) entered into agreements providing for the
securitization of $1,015,997,122 of commercial and multifamily real estate
mortgage loans (the Mortgage Loans) and closed the securitization
transaction. The Mortgage Loans were
previously originated by Protective Life Insurance Company, a subsidiary of the
Company (Protective Life), and were sold to Protective Finance Corporation, a
subsidiary of PLICO (PFC), pursuant to the terms of a Mortgage Loan Purchase
Agreement dated as of December 1, 2007 (the Mortgage Loan Purchase
Agreement) between Protective Life as seller and PFC as the depositor. Pursuant to the terms of a Pooling and
Servicing Agreement dated as of December 1, 2007 among Protective Life as
master servicer and special servicer, PFC as depositor, and a third-party
trustee (the Pooling and Servicing Agreement), PFC transferred the Mortgage
Loans to a trust fund in exchange for twenty-six classes (each a Class) of
pass-through certificates (Certificates) representing, in the aggregate, the
entire beneficial interest of the trust fund.
The Certificates are direct financial obligations of the trust fund and
are not guaranteed by the Company, Protective Life, PFC or their affiliates.
The Certificates will not be and have not been registered under the Securities
Act of 1933 and may not be offered or sold in the United States absent registration
or an applicable exemption from registration requirements.
Pursuant to a Certificate
Purchase Agreement dated December 7, 2007 (the Certificate Purchase
Agreement) among PFC, Protective Life and a third party initial purchaser, PFC
sold one class of Certificates with a certificate balance of $218,335,000 to
the initial purchaser, and the initial purchaser resold such Certificates in
one or more private offerings. The
remaining Classes of Certificates were transferred from PFC to Protective Life
in exchange for the Mortgage Loans under the Mortgage Loan Purchase Agreement.
Item
2.03
Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet
Arrangement of a
Registrant.
On December 20, 2007, Golden Gate Captive
Insurance Company (Golden Gate), a special purpose financial captive
insurance company wholly-owned by Protective Life, increased by $200 million
the capacity under its surplus notes facility established with certain
purchasers (the Facility) through which Golden Gate may issue floating rate
surplus notes. The aggregate capacity of this Facility is now $800
million. On that date, Golden Gate also issued $200 million in aggregate
principal amount of floating rate surplus notes due August 15, 2037 (the Notes),
resulting in an outstanding balance under this facility in the aggregate
principal amount of $800 million. The Notes are direct financial obligations of
Golden Gate and are not guaranteed by Protective Life or by the Company.
The Notes were issued by Golden Gate to fund statutory
reserves required by the Valuation of Life Insurance Policies Regulation
(Regulation XXX). Golden Gate previously entered into agreements to reinsure
certain term life insurance policies having guaranteed level premiums on a coinsurance
basis from Protective Life and four of its subsidiaries, West Coast Life
Insurance Company (West Coast Life), Empire General Assurance Corporation (Empire
General), Chase Insurance Life and Annuity Company (CILAC) and Chase
Insurance Life Company (CILC). Protective Life is a successor in interest by
operation of law to each of Empire General, CILAC and CILC as a result of the
merger of Empire General with and into Protective Life effective January 1,
2007 and the mergers of CILAC and CILC with and into Protective Life effective April 1,
2007. Lehman Commercial Paper, Inc. is serving as committed purchaser
under the surplus notes facility. Under the terms of the Notes, the holders of
the Notes cannot require repayment from Protective Life or any of its
subsidiaries, other than Golden Gate, the direct issuer of the Notes.
Protective Life and West Coast Life have each agreed to indemnify Golden Gate
for certain costs and Protective Life has agreed to be jointly and severally
liable with Golden Gate as to certain of its obligations (which
obligations do not include payment of principal and interest on the
Notes). In addition, the Company has entered into certain support agreements
with Golden Gate obligating the Company to pay or make capital contributions to
Golden Gate, or otherwise provide support, in respect of certain of Golden
2
Gates expenses and in certain circumstances to
collateralize certain of Protective Lifes obligations to Golden Gate.
The annual interest rate on the Notes will equal the
one-month London Interbank Offered Rate (LIBOR), plus a spread. Such interest
will be paid monthly in arrears on the 26
th
of each month. Any
payment of principal of, including by redemption, or interest on the Notes may
only be made with the prior approval of the Director of Insurance of the State
of South Carolina in accordance with applicable law. If an event of default
occurs, the holders of the Notes have the right to declare the entire principal
thereof and interest accrued thereon to be due and payable immediately, subject
to regulatory approval. Golden Gate reserves the right to repay the Notes at
any time, subject to regulatory approval.
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.
|
Protective Life Corporation
|
|
|
|
|
By:
|
/s/ STEVEN G. WALKER
|
|
|
|
Steven G. Walker
|
|
|
Senior Vice President, Controller and
|
|
|
Chief Accounting Officer
|
Date: December 26, 2007
3
Planet Labs PBC (NYSE:PL)
Historical Stock Chart
From Jun 2024 to Jul 2024
Planet Labs PBC (NYSE:PL)
Historical Stock Chart
From Jul 2023 to Jul 2024