- Current report filing (8-K)
May 19 2009 - 4:18PM
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
May 19, 2009
(May 14, 2009)
Date of Report
(Date of earliest event reported)
Protective Life Corporation
(Exact name of registrant as specified in its charter)
Delaware
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001-11339
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95-2492236
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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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2801 Highway 280 South
Birmingham, Alabama 35223
(Address of principal executive offices and zip code)
(205) 268-1000
(Registrants telephone number, including area code)
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 (
see
General Instruction A.2. below):
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CF 240.14d-2(b))
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o
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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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Item 1.01. Entry Into a Material Definitive Agreement.
On May 14, 2009,
Protective Life Corporation (Protective) entered into a Purchase Agreement,
dated as of May 14, 2009 (the Purchase Agreement), with Merrill Lynch &
Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (Merrill
Lynch), as representative of the underwriters named therein (the
Underwriters), with respect to the offer and sale by Protective of 13,500,000
shares of Protectives common stock, par value $0.50 per share (the Common
Stock), at an offering price to the public of $9.00 per share. Additionally, under the terms of the Purchase
Agreement, Protective granted the Underwriters a 30-day option to purchase up
to an additional 2,025,000 shares of Common Stock to cover overallotments, if
any. On May 15, 2009, Merrill Lynch
notified Protective that the Underwriters exercised their overallotment option
in full. Protective expects to close on
the sale of the shares of Common Stock, including the shares subject to the
overallotment option (collectively, the Shares), on May 20, 2009,
subject to the satisfaction of certain closing conditions.
Protective expects that the
net proceeds of this offering will be approximately $132.8 million, after
giving effect to the underwriting discount and estimated expenses and the
Underwriters exercise of their overallotment option in full. The offering of the Shares is being made
pursuant to Protectives shelf registration statement on Form S-3 (File No. 333-151976,
the Registration Statement), which became effective upon filing with the
Securities and Exchange Commission (the SEC) on June 26, 2008, and a
related Prospectus Supplement dated May 14, 2009, which was filed with the
SEC on May 15, 2009.
The Purchase Agreement
includes customary representations, warranties and covenants by
Protective. It also provides for
customary indemnification by each of Protective and the Underwriters against
certain liabilities arising out of or in connection with the sale of the
Shares.
The foregoing description of
the material terms of the Purchase Agreement is qualified in its entirety by
reference to the Purchase Agreement, which is attached hereto as Exhibit 1.1
to this report and which is incorporated by reference herein.
Certain of the Underwriters
and their respective affiliates have provided, are providing, and may in the
future provide distribution of products of Protectives affiliates and
commercial banking, investment banking and financial advisory services to
Protective and its affiliates for which they have in the past received, and may
in the future receive, customary fees or other compensation. In particular, Protective and its affiliates
have the following relationships (other than in respect of the Purchase
Agreement) with the Underwriters and their respective affiliates:
On April 16, 2008,
Protective and its subsidiary, Protective Life Insurance Company (Protective
Life), entered into a Second Amended and Restated Credit Agreement with the
several lenders from time to time party thereto, and Regions Bank, as
Administrative Agent, Regions Capital Markets, as Co-Lead Arranger and Sole
Bookrunner, Wachovia Capital Markets, LLC as Co-Lead Arranger and Syndication
Agent, and Bank of America, N.A. and Barclays Bank PLC, as Co-Documentation
Agents, to increase the commitment to a maximum principal amount of $500
million (the New Credit Facility).
Protective and Protective Life have the right in certain circumstances
to request that the commitment under the New Credit Facility be increased up to
a maximum principal amount of $600 million.
Additionally, Protective has a fixed maturity exposure to Bank of
America Corp., as of December 31, 2008, of $117.3 million. Bank of America, N.A. is an affiliate of
Merrill Lynch, Pierce, Fenner & Smith Incorporated, which is the sole
book-running manager in the offering.
Regions Financial
Corporation, Regions Bank and Regions Capital Markets are affiliates of Morgan
Keegan & Company, Inc., which is a co-manager in the
offering. Regions Bank is one of the
lenders with respect to the New Credit Facility and also provides cash
management services for Protective. The
chairman, president and chief executive officer of Regions Financial
Corporation, the parent corporation of Regions Bank and Regions Capital
Markets, is a director of Protective and is the chairman of Protectives
Compensation and Management Succession Committee.
Wachovia Bank N.A. and Wells
Fargo Bank, N.A. are lenders with respect to the New Credit Facility and
provide cash management services for Protective. Additionally, Protective Life and Wachovia
Development
2
Corporation are parties to an Amended and
Restated Investment and Participation Agreement, and Protective is a party to a
guaranty in favor of Wachovia Development Corporation, with respect to certain
real property leased by Protective Life.
Wachovia Bank N.A., Wells Fargo Bank, N.A. and Wachovia Development
Corporation are affiliates of Wachovia Capital Markets, LLC, which is a senior
co-manager in the offering.
Barclays Bank PLC is one of
the lenders with respect to the New Credit Facility and also holds certain
surplus notes of one of Protectives subsidiaries. Additionally, based on a Schedule 13G filed
with the SEC on February 5, 2009, as of December 31, 2008, Barclays
Global Investors, NA and its affiliates may be deemed the beneficial owner of
4,808,986 shares of Protectives common stock, constituting approximately 6.87%
of Protectives outstanding common stock on such date. Barclays Bank PLC and Barclays Global
Investors, NA are affiliates of Barclays Capital Inc., which a senior
co-manager in the offering.
Item 9.01. Financial Statements and Exhibits.
The exhibits to this Current
Report on Form 8-K are hereby incorporated by reference into the
Registration Statement.
(d) Exhibits.
Exhibit No.
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Description
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1.1
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Purchase Agreement, dated
May 14, 2009, among Protective Life Corporation, Merrill
Lynch & Co. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as representative of the Underwriters
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5.1
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Opinion of Deborah J.
Long, Esq.
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23.1
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Consent of Deborah J.
Long, Esq. (included in 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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PROTECTIVE
LIFE CORPORATION
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/s/Steven
G. Walker
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Steven
G. Walker
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Senior
Vice President, Controller
and Chief Accounting Officer
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Dated:
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May 19,
2009
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