Globe Life Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
$GL
Life Insurance
Finance
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): August 26, 2024 (August 20, 2024)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File No.) | (I.R.S. Employer ID No.) | ||||||||||||
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (972 ) 569-4000
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:
| 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 exchanged 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 1.01 Entry into a Material Definitive Agreement
On August 23, 2024, Globe Life Inc. (“Globe Life”) completed the issuance and sale of $450,000,000 aggregate principal amount of Globe Life’s 5.850% Senior Notes due 2034 (the “Notes”), at a price to the public of 99.799% (the “Notes Offering”). In connection with the Notes Offering, Globe Life entered into an Underwriting Agreement dated August 20, 2024 (the “Underwriting Agreement”) with BofA Securities, Inc., Regions Securities LLC, Truist Securities, Inc., and Wells Fargo Securities, LLC, as representatives of the several underwriters named in Schedule A thereto.
The Underwriting Agreement includes customary representations, warranties and covenants by Globe Life. The Underwriting Agreement also provides for customary indemnification by each of Globe Life and the underwriters named therein against certain liabilities arising out of or in connection with the sale of the Notes. The foregoing summary of the terms of the Underwriting Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Underwriting Agreement, included as Exhibit 1.1 hereto, which is incorporated herein by reference.
The estimated net proceeds to Globe Life from the Notes Offering is $444.6 million, after deducting the underwriting discount and estimated offering expenses payable by Globe Life. Globe Life intends to use the net proceeds for general corporate purposes, which may include open market purchases of shares of its common stock under its share repurchase program, additional capital investments in its insurance subsidiaries, additional holding company liquidity and repayment of a portion of its outstanding commercial paper.
The Notes Offering was completed pursuant to the prospectus, filed as part of Globe Life’s shelf registration statement on Form S-3 (File No. 333-280641), as supplemented by a prospectus supplement in preliminary form dated August 20, 2024 and in final form dated August 20, 2024.
The Notes were issued under the Senior Indenture, dated as of September 24, 2018 (as supplemented, the “Senior Indenture”), between Globe Life and Regions Bank, as trustee, as supplemented by a Fourth Supplemental Indenture (the “Fourth Supplemental Indenture”), dated as of August 23, 2024, between Globe Life and Regions Bank, as trustee.
The Notes are senior unsecured obligations of Globe Life and rank equally with all of Globe Life’s other senior unsecured indebtedness from time to time outstanding. The Notes rank effectively junior in right of payment to any secured indebtedness of Globe Life to the extent of the value of the assets securing such indebtedness and structurally junior to the current and future liabilities of Globe Life’s subsidiaries.
The Notes will bear interest at the rate of 5.850% per year. Interest on the Notes will accrue from and including August 23, 2024, and is payable semi-annually in arrears on March 15 and September 15 of each year, beginning March 15, 2025.
The Notes will mature on September 15, 2034. However, prior to June 15, 2034 (three months prior to their maturity date) (the “Par Call Date”), Globe Life may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Fourth Supplemental Indenture) plus 35 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to, but excluding, the redemption date. On or after the Par Call Date, Globe Life may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date.
The Senior Indenture contains customary events of default. If an event of default exists under the Senior Indenture, the trustee or the holders of not less than 25% in aggregate principal amount of the outstanding Notes may declare the principal amount of all of the Notes, together with accrued interest, if any, to be immediately due and payable.
The foregoing summary of the terms of the Senior Indenture, the Fourth Supplemental Indenture and the Notes does not purport to be complete and is subject to, and qualified in its entirety by, the full text of (i) the Senior Indenture, filed as Exhibit 4.1 to Globe Life’s shelf registration statement on Form S-3 (File No. 333-227501); (ii) the Fourth Supplemental Indenture, filed herewith as Exhibit 4.2; and (iii) the form of the Notes, filed herewith as Exhibit 4.3, each of which are incorporated herein by reference.
Item 9.01 Financial Statement and Exhibits
(d) Exhibits.
The documents filed herewith are incorporated by reference into Globe Life’s shelf registration statement on Form S-3 (File No. 333-280641).
| Exhibit No. | Description | |||||||
| 1.1 | ||||||||
| 4.1 | ||||||||
| 4.2 | ||||||||
| 4.3 | ||||||||
| 5.1 | ||||||||
| 23.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GLOBE LIFE INC. | ||||||||||||||
Date: August 26, 2024 | ||||||||||||||
| /s/ Christopher T. Moore | ||||||||||||||
| Christopher T. Moore Corporate Senior Vice President, Associate Counsel and Corporate Secretary | ||||||||||||||