Kemper Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Underwriting Agreement
On February 15, 2022, Kemper Corporation (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as the representatives of the underwriters named on Schedule I thereto (the “Underwriters”), with respect to the Company’s issuance and sale of $400 million aggregate principal amount of the Company’s 3.800% Senior Notes due 2032 (the “Notes”). The Underwriting Agreement includes customary representations, warranties and covenants. Under the terms of the Underwriting Agreement, the Company has agreed to indemnify the Underwriters against certain liabilities.
The estimated net proceeds from the issuance and sale of the Notes in the offering will be approximately $395.1 million after deducting the underwriting discount and the Company’s estimated expenses related to the offering. The Company intends to use the net proceeds from this offering of Notes to fund the redemption of all of the outstanding 5.000% Senior Notes due 2022 (the “2022 Notes”) of Infinity Property and Casualty Corporation, a wholly-owned subsidiary of Kemper that is duly organized and existing under the laws of the State of Ohio (“Infinity”). Any remaining proceeds from this offering of Notes will be used for general corporate purposes, which may include ordinary course working capital and investments in other business opportunities, including acquisitions, and to pay related fees and expenses.
The above description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, attached as Exhibit 1.1 hereto, and incorporated herein by reference.
| Item 8.01 | Other Events |
On February 15, 2022, the Company issued a press release announcing the pricing of the Senior Notes, a copy of which is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit Number |
Description | |
| 1.1 | Underwriting Agreement, dated as of February 15, 2022, by and among the Company and BofA Securities, Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the underwriters named on Schedule I thereto. | |
| 99.1 | Press release, dated February 15, 2022, announcing the pricing of the Notes. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). | |
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.
| KEMPER CORPORATION | ||||||
| Date: February 17, 2022 | ||||||
| /s/ C. Thomas Evans, Jr. | ||||||
| Name: | C. Thomas Evans, Jr. | |||||
| Title: | Executive Vice President, Secretary & General Counsel | |||||