Current Report Filing (8-k)
June 17 2022 - 4:20PM
Edgar (US Regulatory)
0000086312
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0000086312
2022-06-15
2022-06-15
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iso4217:USD
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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):
June 15, 2022
The Travelers Companies, Inc.
(Exact name of registrant as specified
in its charter)
Minnesota
(State or other jurisdiction of
incorporation) |
|
001-10898
(Commission File Number) |
|
41-0518860
(IRS Employer
Identification No.) |
485 Lexington Avenue
New York, New York
(Address of principal executive offices)
|
10017
(Zip Code) |
(917) 778-6000
(Registrant’s telephone number, including
area code)
Not Applicable
(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):
¨ Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which
registered |
Common stock, without par value |
|
TRV |
|
New York Stock Exchange |
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. ¨
Item 1.01. Entry into a Material Definitive Agreement.
On June 15, 2022, The Travelers Companies, Inc.
(the “Company”) entered into a $1.0 Billion Five-Year Revolving Credit Agreement (the “Credit Agreement”) with
a syndicate of financial institutions, including JPMorgan Chase Bank, N.A., as administrative agent; JPMorgan Chase Bank, N.A., BofA Securities, Inc.,
Citibank, N.A., U.S. Bank National Association, and Wells Fargo Securities, LLC as joint lead arrangers and joint bookrunners; and Bank
of America, N.A., Citibank, N.A., U.S. Bank National Association and Wells Fargo Bank, National Association as co-syndication agents.
The Credit Agreement replaced the Company’s previous $1.0 Billion Five-Year Revolving Credit Agreement, which was terminated on
June 15, 2022.
The Credit Agreement provides for up to $1.0 billion
of credit. The interest rates applicable to loans under the Credit Agreement are generally based on a base rate plus a specified margin
or a term rate based on SOFR (including a credit spread adjustment) plus a specified margin. In addition, the Company will pay a facility
fee on each lender’s commitment irrespective of usage. The applicable margin and the amount of the facility fee vary based upon
the Company’s long-term senior unsecured non-credit-enhanced debt ratings.
Pursuant to covenants in the Credit Agreement,
the Company must maintain an excess of consolidated net worth (as defined in the Credit Agreement) over goodwill and other intangible
assets of not less than $13,900,000,000. In addition, the Credit Agreement contains other customary restrictive covenants as well as certain
customary events of default, including with respect to a change in control. Unless terminated earlier by the Company, the Credit Agreement
is scheduled to expire on June 15, 2027, subject to extension with lender consent according to the terms of the Credit Agreement.
Borrowings under the Credit Agreement may be used for general corporate purposes of the Company and its subsidiaries.
Pursuant to the terms of the Credit Agreement,
the Company has an option to request an increase of the credit available under the facility up to a maximum facility amount of $1.5 billion,
subject to the consent of lenders and the satisfaction of certain conditions.
The foregoing description is qualified by reference
to the Credit Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
Certain of the lenders under the Credit Agreement,
or their affiliates, have provided, and may in the future from time to time provide, certain commercial and investment banking, financial
advisory and other services for the Company and its subsidiaries, for which they have in the past and may in the future receive customary
fees and commissions.
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 above under Item 1.01
is hereby incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, The Travelers Companies, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: June 17, 2022 |
THE TRAVELERS COMPANIES, INC. |
|
|
|
|
By: |
/s/ Christine K. Kalla |
|
|
Name: Christine K. Kalla |
|
|
Title: Executive Vice President and General Counsel |
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