On May 22, 2023, The Progressive Corporation (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein (the “Underwriters”), in connection with the offer and sale of $500 million aggregate principal amount of the Company’s 4.95% Senior Notes due 2033 (the “Notes”). The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification by the Company and each of the Underwriters against certain liabilities arising out of or in connection with the sale of the Notes. The offering is expected to close on May 25, 2023, subject to customary closing conditions. The Underwriting Agreement is being filed as Exhibit 1.1 to this Current Report on Form 8-K.
The Notes will be issued pursuant to an Indenture, dated as of September 12, 2018, between the Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee, as supplemented by a Fourth Supplemental Indenture to be entered into and dated as of May 25, 2023 (the “Fourth Supplemental Indenture”). The Fourth Supplemental Indenture and the form of the Notes are being filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K.
The net proceeds of the offering are estimated to be $496.3 million, after giving effect to underwriting discounts and commissions and estimated expenses of the offering. The offering of the Notes is registered pursuant to an automatic shelf registration statement on Form S-3 (SEC File No. 333-259667) filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 20, 2021 (the “Registration Statement”), which became immediately effective upon filing, and a related Prospectus Supplement dated May 22, 2023 (the “Prospectus Supplement”).
The Notes will bear interest at the rate of 4.95% per annum. Interest on the Notes will be payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2023. The Notes will mature on June 15, 2033. Further information concerning the Notes and related matters is set forth in the Prospectus Supplement and the related Prospectus filed as part of the Registration Statement, in the Fourth Supplemental Indenture and the form of the Notes.
Baker & Hostetler LLP, counsel to the Company, has issued an opinion to the Company, dated May 25, 2023, regarding the Notes. A copy of the opinion is being filed as Exhibit 5.1 to this Current Report on Form 8-K.