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
October 9, 2009 (October 6, 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
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 CF 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 October 6, 2009, Protective Life Corporation (Protective)
entered into a purchase agreement (the Purchase Agreement) with Banc of
America Securities LLC, Barclays Capital Inc. and Wells Fargo Securities, LLC,
as representatives of the several underwriters named on Schedule I(a) thereto
(the Underwriters), for the issuance and sale by Protective of $700,000,000 in
aggregate principal amount of Protectives senior notes, consisting of $400,000,000
principal amount of 7.375% senior notes due 2019 (the 2019 Notes) and $300,000,000
principal amount of 8.450% senior notes due 2039 (the 2039 Notes and,
together with the 2019 Notes, the Notes).
The closing of the transactions provided for under the Purchase
Agreement occurred on October 9, 2009.
The Notes have been issued under an Indenture dated June 1, 1994
(as supplemented, the Senior Indenture), between Protective and The Bank of
New York Mellon Trust Company, N.A., as successor trustee (the Trustee), as
supplemented by Supplemental Indenture No. 12, dated as of October 9,
2009, with respect to the 2019 Notes (Supplemental Indenture No. 12) and
Supplemental Indenture No. 13, dated as of October 9, 2009, with
respect to the 2039 Notes (Supplemental Indenture No. 13). Copies of the Purchase Agreement,
Supplemental Indenture No. 12 and Supplemental Indenture No. 13 are
attached hereto as Exhibits 1.1, 4.1 and 4.3, respectively.
The Notes were offered and sold 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 October 6, 2009, which was filed with the SEC on October 7,
2009.
The net proceeds from the offering of the Notes are approximately $694,028,000,
after giving effect to the underwriting discount and estimated expenses of the
offering. Protective expects to use all
of the net proceeds from the offering of the Notes, together with approximately
$5,527,000 in additional borrowings from its revolving credit facility, to
purchase $700 million in aggregate principal amount of newly-issued surplus
notes of one of its indirect wholly-owned subsidiaries, Golden Gate Captive
Insurance Company (Golden Gate). Golden
Gate reinsures certain policy liabilities of Protectives existing insurance
affiliates, primarily related to statutory reserves on level premium term life
products. Protective intends that the
newly issued surplus notes of Golden Gate will bear an annual interest rate
that will generate payments to Protective equal to Protectives aggregate
annual interest payments on the Notes. Such
interest will be payable monthly, and the stated maturity will be August 15,
2037. Golden Gate intends to use a
portion of the proceeds from the sale of the surplus notes to Protective to
repurchase at a discount $800 million in aggregate principal amount of its
outstanding floating rate surplus notes that are held by third parties. The outstanding floating rate surplus notes
to be repurchased by Golden Gate currently accrue interest at the rate of LIBOR
plus 375 basis points (increasing to LIBOR plus 425 basis points on March 26,
2010) and mature on August 15, 2037. It is expected that the repurchased
surplus notes will be cancelled once acquired by Golden Gate.
The Purchase Agreement with the Underwriters 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 Notes.
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 lending commitment to a
maximum principal amount of $500 million (the Credit Facility). Protective and Protective Life have the right
in certain circumstances to request that the commitment under the Credit
Facility be increased up to a maximum principal amount of $600 million.
2
Regions Financial Corporation, Regions Bank and Regions Capital Markets
are affiliates of Morgan Keegan & Company, Inc., which is a co-manager
in the offering of the Notes. Regions
Bank is one of the lenders with respect to Protectives 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 Credit Facility and provide cash management services for Protective. Protective Life and Wachovia Development
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., Wachovia Capital Markets, LLC and Wachovia Development
Corporation are affiliates of Wells Fargo Securities, LLC, which is a joint
book-running manager in the offering of the Notes.
U.S. Bank National Association is one of the lenders with respect to the
Credit Facility. U.S. Bank National
Association is an affiliate of U.S. Bancorp Investments, Inc., which is a
co-manager in the offering of the Notes.
Bank of America, N.A. is one of the lenders with respect to the Credit
Facility. Bank of America, N.A. is an
affiliate of Banc of America Securities LLC, which is a joint book-runner in
the offering of the Notes.
Barclays Bank PLC is one of the lenders with respect to the Credit
Facility, and Long Island International Limited holds $450 million of floating
rate surplus notes of Golden Gate, which Golden Gate intends to repurchase from
the proceeds of its sale of newly issued surplus notes to Protective, as
described above. 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, Long Island International
Limited and Barclays Global Investors, NA are affiliates of Barclays Capital
Inc., which is a joint book-running manager in the offering of the Notes.
Merrill Lynch, Pierce, Fenner & Smith, Incorporated (an
affiliate of Banc of America Securities LLC), Barclays Capital Inc., Wachovia
Capital Markets, LLC (an affiliate of Wells Fargo Securities, LLC) and Morgan
Keegan & Company, Inc. served as underwriters in Protectives
registered offering of common stock that closed in May 2009. Additionally, Banc of America Securities LLC,
Wells Fargo Securities, LLC, Barclays Capital Inc., Morgan Keegan &
Company, Inc. and ProEquities, Inc. serve as underwriters in
Protectives registered offering of 8.00% senior notes due 2024.
Additionally, Protective owns fixed income securities of Bank of
America Corporation (an affiliate of Banc of America Securities LLC), Barclays
PLC (an affiliate of Barclays Capital Inc.), Regions Financial Corporation (an
affiliate of Morgan Keegan & Company, Inc.), U.S. Bancorp (an
affiliate of U.S. Bancorp Investments, Inc.) and Wells Fargo &
Company (an affiliate of Wells Fargo Securities, LLC) with a fair value at June 30,
2009 of approximately $182.4 million, $46.2 million, $39.4 million, $54.5
million and $219.2 million, respectively.
However, approximately $63.2 million in aggregate amount of these
securities fund reserves on risks that were ceded at June 30, 2009 by
Protectives subsidiaries to third parties pursuant to modified coinsurance
agreements.
The Bank of New York Mellon Trust Company, N.A. is the Trustee under
the Senior Indenture and is principal paying agent and registrar for the
Notes. The Bank of New York Mellon Trust
Company, N.A. also serves as the trustee, registrar and paying agent for
certain of Protectives other outstanding debt.
The Bank of New York Mellon, an affiliate of The Bank of New York Mellon
Trust Company, N.A., is a lender under the Credit Facility. Protective has entered into, and from time to
time may continue to enter into, banking and other relationships with The Bank
of New York Mellon Trust Company, N.A. or its affiliates.
The foregoing description is a summary of the material terms of the Purchase
Agreement, Supplemental Indenture No. 12 and Supplemental Indenture No. 13
and is qualified in its entirety by reference to the Purchase Agreement and the
other documents relating to this transaction that are attached as exhibits to
this Current Report on Form 8-K and which are incorporated herein by
reference.
3
Item 2.03
Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a
Registrant
The information set forth in Item 1.01 is incorporated herein by
reference.
Item 9.01
Financial Statements and Exhibits
(d) Exhibits.
The documents filed herewith are incorporated by reference into Protectives
Registration Statement on Form S-3, File Number 333-151976.
Exhibit No.
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Description
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1.1
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Purchase
Agreement dated October 6, 2009, between Protective, Banc of America
Securities LLC, Barclays Capital Inc. and Wells Fargo Securities, LLC, as
representatives of the several underwriters named on Schedule I(a) thereto
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4.1
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Supplemental
Indenture No. 12, dated as of October 9, 2009, between Protective
and The Bank of New York Mellon Trust Company, N.A., supplementing the
Indenture dated June 1, 1994
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4.2
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Form of
7.375% Senior Note due 2019, included in Exhibit 4.1
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4.3
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Supplemental
Indenture No. 13, dated as of October 9, 2009, between Protective
and The Bank of New York Mellon Trust Company, N.A., supplementing the
Indenture dated June 1, 1994
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4.4
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Form of
8.450% Senior Note due 2039, included in Exhibit 4.3
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5.1
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Opinion of
Deborah J. Long, Esq.
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12.1
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Pro Forma
Computation of Ratios of Consolidated Earnings to Fixed Charges
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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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4
SIGNATURE
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: October 9, 2009
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5
INDEX TO EXHIBITS
Exhibit No.
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Description
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1.1
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Purchase
Agreement dated October 6, 2009, between Protective, Banc of America
Securities LLC, Barclays Capital Inc. and Wells Fargo Securities, LLC, as
representatives of the several underwriters named on Schedule I(a) thereto
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4.1
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Supplemental
Indenture No. 12, dated as of October 9, 2009, between Protective
and The Bank of New York Mellon Trust Company, N.A., supplementing the
Indenture dated June 1, 1994
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4.2
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Form of
7.375% Senior Note due 2019, included in Exhibit 4.1
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4.3
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Supplemental
Indenture No. 13, dated as of October 9, 2009, between Protective
and The Bank of New York Mellon Trust Company, N.A., supplementing the
Indenture dated June 1, 1994
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4.4
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Form of
8.450% Senior Note due 2039, included in Exhibit 4.3
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5.1
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Opinion of
Deborah J. Long, Esq.
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12.1
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Pro Forma
Computation of Ratios of Consolidated Earnings to Fixed Charges
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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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6
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