Corebridge Financial Inc. filed SEC Form 8-K: Creation of a Direct Financial Obligation, Other Events, Financial Statements and Exhibits
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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): November 22, 2024 (November 19, 2024 )
(Exact name of Registrant as Specified in Its Charter)
(State or Other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of Principal Executive Offices)
(Registrant’s Telephone Number, Including Area Code): 1-877 -375-2422
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:
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On November 22, 2024, Corebridge Financial, Inc. (“Corebridge”) issued and sold $600,000,000 aggregate principal amount of its 6.375% Junior Subordinated Notes due 2054 (the “Notes”). Corebridge used the net proceeds for general corporate purposes.
Item 8.01 Other Events
In connection with the issuance and sale of the Notes, Corebridge entered into an Underwriting Agreement, dated November 19, 2024 (the “Underwriting Agreement”), among Corebridge and Wells Fargo Securities, LLC, BofA Securities, Inc., J.P. Morgan Securities LLC , Morgan Stanley & Co. LLC, and RBC Capital Markets, LLC, as representatives of the underwriters named in Schedule I thereto.
The following documents relating to the sale of the Notes are filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference:
•Underwriting Agreement, dated November 19, 2024, among Corebridge and Wells Fargo Securities, LLC, BofA Securities, Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, and RBC Capital Markets, LLC, as representatives of the underwriters named in Schedule I thereto;
•Indenture, dated August 23, 2022, between Corebridge and The Bank of New York Mellon, as Trustee;
•Third Supplemental Indenture, dated November 22, 2024, between Corebridge and The Bank of New York Mellon, as Trustee, relating to the Notes;
•Form of the Notes; and
•Opinion of Debevoise & Plimpton LLP, relating to the validity of the Notes.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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| 4.1 | |||||
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| 5.1 | |||||
| 23.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | November 22, 2024 | Corebridge Financial, Inc. | |||||||||||||||
| By: | /s/ Christine Nixon | ||||||||||||||||
| Name: | Christine Nixon | ||||||||||||||||
| Title: | Executive Vice President and General Counsel | ||||||||||||||||