Current Report Filing (8-k)
January 04 2021 - 4:25PM
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Common Stock, par value $0.01 per share
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ALL
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New York Stock Exchange
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Common Stock, par value $0.01 per share
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ALL
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Chicago Stock Exchange
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Common Stock
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Series G Preferred Stock
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Series H Preferred Stock
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Series I Preferred Stock
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NEW YORK STOCK EXCHANGE, INC.
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CHICAGO STOCK EXCHANGE, INC.
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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): January 4, 2021
THE ALLSTATE CORPORATION
(Exact name of
registrant as specified in its charter)
Delaware
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1-11840
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36-3871531
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
No.)
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2775 Sanders Road, Northbrook, Illinois 60062
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(address of principal executive offices) (Zip Code)
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(Registrant’s telephone number, including
area code) (847) 402-5000
Check the appropriate box below if
the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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¨
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Written communication pursuant to Rule 425 under the Securities Act (17 UR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CPR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencements communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered
pursuant to Section 12(b) of the Act:
Title of each class
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Trading
Symbols
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Name of
each exchange on which
registered
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Common Stock, par value $0.01 per share
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ALL
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New York Stock Exchange
Chicago Stock Exchange
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5.100% Fixed-to-Floating Rate Subordinated Debentures due 2053
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ALL.PR.B
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New York Stock Exchange
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Depositary Shares represent 1/1,000th of a share of 5.625% Noncumulative Preferred Stock, Series G
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ALL PR G
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New York Stock Exchange
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Depositary Shares represent 1/1,000th of a share of 5.100% Noncumulative Preferred Stock, Series H
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ALL PR H
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New York Stock Exchange
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Depositary Shares represent 1/1,000th of a share of 4.750% Noncumulative Preferred Stock, Series I
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ALL PR I
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New York Stock Exchange
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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Item 2.01
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Completion of Acquisition or Disposition of Assets.
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On
January 4, 2021, the Allstate Corporation (the “Registrant”) completed
its previously announced acquisition of National General Holdings Corp. (“National
General”) pursuant to that certain Agreement and Plan of Merger, dated as of July 7, 2020 (the “Merger
Agreement”), by and among the Registrant, Bluebird Acquisition Corp., a wholly-owned indirect subsidiary of the Registrant
(“Merger Sub”), and National General, pursuant to which, among other
things, Merger Sub merged with and into National General, with National General continuing as the surviving corporation and as
a wholly-owned indirect subsidiary of the Registrant (the “Merger”).
Pursuant
to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each issued and outstanding
common share, par value $0.01 per common share, of National General (each, a “Common Share” and collectively,
the “Common Shares”) (other than shares owned by the Registrant and any of its subsidiaries or National
General and any of its subsidiaries) were automatically canceled and converted into the right to receive $32.00 in cash, without
interest and subject to any applicable tax withholdings (the “Merger Consideration”), plus a special pre-closing
dividend of $2.50 (the “Special Pre-Closing Dividend”).
At
the Effective Time, (i) each outstanding option to purchase a Common Share, regardless of whether vested or unvested, was
cancelled and converted into the right to receive the Merger Consideration, plus the amount of the Special Pre-Closing Dividend,
minus the exercise price per Common Share underlying such option and (ii) each restricted stock unit with respect to a Common Share
which was outstanding as of the date the Merger Agreement, regardless of whether vested or unvested, was cancelled and converted
into the right to receive the Merger Consideration, plus the amount of the Special Pre-Closing Dividend.
A copy of the Merger
Agreement is filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on July 8, 2020 and is incorporated
by reference as Exhibit 2.1 hereto. The foregoing description of the Merger Agreement and the Merger does not purport to be
complete and is qualified in its entirety by reference to the full text of the Merger Agreement.
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Item
2.03
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Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant
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On
January 4, 2021, and in connection with the Merger, the Registrant entered into the Third Supplemental Indenture (the
“Third Supplemental Indenture”), by and among National General,
as the issuer, the Registrant, as the guarantor, and The Bank of New York Mellon (the “Notes
Trustee”), as trustee, supplementing that certain Indenture, dated as of May 23, 2014, by and between National
General and the Notes Trustee, as supplemented by the First Supplemental Indenture, dated as of May 23, 2014 (the
“First Supplement Indenture”), relating to the issuance of 6.750%
Senior Notes due 2024 (the “2024 Notes”), pursuant to which
National General, the Registrant and the Notes Trustee agreed to amend the First Supplemental Indenture to, among other
things, add the Registrant as a guarantor of the payment obligations of National General with respect to the 2024 Notes. The
outstanding aggregate principal amount of the 2024 Notes as of January 4, 2021 is $350 million.
A copy of the Third
Supplemental Indenture is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference in this Item
2.03. The foregoing description of the Third Supplemental Indenture does not purport to be complete and is qualified in its entirety
by reference to the full text of the Third Supplemental Indenture.
Following the Effective
Time, on January 4, 2021, the Registrant issued a press release announcing the consummation of the Merger. A copy of such press
release is filed as Exhibit 99.1 to this Current Report on Form 8-K.
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Item 9.01.
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Financial Statements and Exhibits.
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d) Exhibits.
The following are filed herewith:
Exhibit No.
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Description
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2.1
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Agreement and Plan of Merger, dated as of July 7, 2020, by and among The Allstate Corporation, Bluebird Acquisition Corp. and National General Holdings Corp. Incorporated herein by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on July 8, 2020. (SEC File No. 1-11840).
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4.1
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Third Supplemental Indenture, dated as of January 4, 2021, by and among National General Holdings Corp., The Allstate Corporation and The Bank of New York Mellon.
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99.1
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Press Release issued by The Allstate Corporation on January 4, 2021.
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104
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Cover Page Interactive Data File (formatted as inline XBRL).
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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.
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THE ALLSTATE CORPORATION
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(Registrant)
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By:
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/s/ Daniel G. Gordon
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Name:
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Daniel G. Gordon
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Title:
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Vice President, Assistant General
Counsel and Assistant Secretary
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Date: January 4, 2021
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