Unum Group filed SEC Form 8-K: Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits
$UNM
Accident &Health 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): February 26, 2025
(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) (Zip Code)
(423 ) 294-1011
(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 | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 February 26, 2025, Unum Life Insurance Company of America (the “Ceding Company”), a Maine-domiciled insurance company and a wholly-owned subsidiary of Unum Group (“Unum”), entered into a Master Transaction Agreement (the “Agreement”) with Fortitude Reinsurance Company Ltd. (the “Reinsurer”), a reinsurance company organized under the laws of Bermuda, pursuant to which, among other things, on the terms and subject to the conditions set forth in Agreement, the Reinsurer has agreed to reinsure from the Ceding Company (i) a portion of the closed block individual long-term care business written by the Ceding Company (such portion, the “LTC Business”) and (ii) a portion of the individual disability business (such portion, the “IDI Business” and together with the LTC Business, the “Reinsured Business”) written by Provident Life and Accident Insurance Company, a Tennessee-domiciled insurance company and wholly-owned subsidiary of Unum (“PLA”). To facilitate the transactions contemplated by the Agreement, the Ceding Company will first (a) recapture the LTC Business from Fairwind Insurance Company, a wholly-owned subsidiary of Unum and a Vermont captive insurance company (“Fairwind”), pursuant to a partial recapture agreement (the “Partial Recapture Agreement”) and (b) reinsure from PLA a 25 percent quota share of the IDI Business, subject to certain specified exclusions, pursuant to an intercompany reinsurance agreement (the “PLA Intercompany Reinsurance Agreement”), in each case with effect as of January 1, 2025 (the “Effective Date”). The Reinsurer intends to retrocede a portion of the risk reinsured from the Ceding Company to a third-party global reinsurance partner (the “Retrocessionaire”) pursuant to a retrocession agreement (the “Retrocession Agreement”). The Reinsurer’s and Retrocessionaire’s execution of the Retrocession Agreement is a condition to the closing of the transactions contemplated by the Agreement (the “Closing”), but the Ceding Company will not be a party to such agreement.
The Closing is expected to occur during 2025, subject to the satisfaction or waiver of customary closing conditions specified in the Agreement, including the receipt of required regulatory approvals for, and the Ceding Company’s entry into, the Partial Recapture Agreement and the PLA Intercompany Reinsurance Agreement, and the Reinsurer’s and Retrocessionaire’s execution of the Retrocession Agreement. The Agreement may be terminated if the Closing has not occurred on or before the date that is six months after the execution thereof.
At the Closing, the Ceding Company, the Reinsurer and, for certain limited purposes, the Retrocessionaire will enter into a Coinsurance Agreement (the “Coinsurance Agreement”), whereby, effective as of the Effective Date, the Ceding Company will cede to the Reinsurer, and the Reinsurer will reinsure, on a coinsurance basis, (i) a 100% quota share of the LTC Business, representing $3.4 billion of the Ceding Company’s long-term care statutory reserves, and (ii) a 100% quota share of the IDI Business reinsured by the Ceding Company pursuant to the PLA Intercompany Reinsurance Agreement, representing approximately $120 million of PLA’s in-force premium. In connection with such reinsurance, the Agreement provides that, on the Closing Date, the Ceding Company will transfer to the Reinsurer a pre-agreed portfolio of assets (the “Initial Portfolio”) and cash with a fair market value equal to the initial reinsurance premium based on statutory reserves, plus certain net cash flows with respect to the Reinsured Business between the Effective Date and the Closing Date, plus, as consideration for such reinsurance, a pre-tax ceding commission of approximately $430 million. Among other things, the Coinsurance Agreement provides for the Ceding Company to retain responsibility for administration and servicing of the Reinsured Policies, and for the Reinsurer to pay to the Ceding Company an experience refund based on premium rate increases.
The Agreement contains customary representations and warranties, as well as customary covenants of each of the parties. Such representations and warranties are the product of negotiation between the Ceding Company and the Reinsurer and are for the sole benefit of such parties and, in certain cases, the Retrocessionaire. In some instances, the representations and warranties in the Agreement may represent an allocation among the parties of risk associated with particular matters. The Reinsurer has agreed to indemnify the Ceding Company and its respective affiliates, and the Ceding Company has agreed to indemnify the Reinsurer, the Retrocessionaire and their respective affiliates, with respect to certain losses resulting from breaches of its respective representations, warranties and covenants, subject to agreed limits in the case of losses relating to representations and warranties.
Assuming the transaction is consummated, including receipt of all regulatory approvals, Unum expects an overall capital benefit from the release of required capital and the realization of tax benefits and the present value of future premium rate increases, partially offset by the ceding commission.
The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025.
Item 7.01 Regulation FD Disclosure.
On February 27, 2025, Unum issued a news release announcing entry into the Agreement and the transactions contemplated thereby. The news release, a copy of which is furnished herewith as Exhibit 99.1, also announced that members of senior management of Unum will host a conference call today at 8:00 a.m. ET on Thursday, February 27, 2025, to discuss the reinsurance transaction. The conference call will be simulcast via audio webcast and accompanied by a slide presentation with additional information concerning the transaction, a copy of which is furnished herewith as Exhibit 99.2. The conference call webcast and slide presentation are accessible on Unum’s investor relations website at www.investors.unum.com.
In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to Item 7.01 of this report, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed to be incorporated by reference into any of Unum’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
SAFE HARBOR STATEMENT
Certain information in this report constitutes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those not based on historical information, but rather relate to our outlook, future operations, strategies, financial results, or other developments and speak only as of the date made. These forward-looking statements, including statements about the anticipated overall capital benefit resulting from the reinsurance transaction, are subject to numerous assumptions, risks, and uncertainties, many of which are beyond our control. The following factors, in addition to other factors mentioned from time to time, may cause actual results to differ materially from those contemplated by the forward-looking statements: (1) fluctuation in insurance reserve liabilities and claim payments due to changes in claim incidence, recovery rates, mortality and morbidity rates, and policy benefit offsets due to, among other factors, the rate of unemployment and consumer confidence, the emergence of new diseases, epidemics, or pandemics, new trends and developments in medical treatments, the effectiveness of our claims operational processes, and changes in governmental programs; (2) sustained periods of low interest rates; (3) unfavorable economic or business conditions, both domestic and foreign, that may result in decreases in sales, premiums, or persistency, as well as unfavorable claims activity or unfavorable returns on our investment portfolio; (4) the impact of pandemics and other public health issues on our business, financial position, results of operations, liquidity and capital resources, and overall business operations; (5) changes in, or interpretations or enforcement of, laws and regulations; (6) a cybersecurity attack or other security breach resulting in compromised data or the unauthorized acquisition of confidential data; (7) the failure of our business recovery and incident management processes to resume our business operations in the event of a natural catastrophe, cybersecurity attack, or other event; (8) investment results, including, but not limited to, changes in interest rates, defaults, changes in credit spreads, impairments, and the lack of appropriate investments in the market which can be acquired to match our liabilities; (9) increased competition from other insurers and financial services companies due to industry consolidation, new entrants to our markets, or other factors; (10) ineffectiveness of our derivatives hedging programs due to changes in forecasted cash flows, the economic environment, counterparty risk, ratings downgrades, capital market volatility, changes in interest rates, and/or regulation; (11) changes in our financial strength and credit ratings; (12) actual experience in the broad array of our products that deviates from our assumptions used in pricing, underwriting, and reserving; (13) our ability to hire and retain qualified employees; (14) our ability to develop digital capabilities or execute on our technology systems upgrades or replacements; (15) availability of reinsurance in the market and the ability of our reinsurers to meet their obligations to us; (16) ability to generate sufficient internal liquidity and/or obtain external financing; (17) damage to our reputation due to, among other factors, regulatory investigations, legal proceedings, external events, and/or inadequate or failed internal controls and procedures; (18) disruptions to our business or our ability to leverage data caused by the use and reliance on third party vendors, including vendors providing web and cloud-based applications; (19) recoverability and/or realization of the carrying value of our intangible assets, long-lived assets, and deferred tax assets; (20) effectiveness of our risk management program; (21) contingencies and the level and results of litigation; (22) fluctuation in foreign currency exchange rates; and (23) our ability to meet environment, social, and governance standards and expectations of investors, regulators, customers, and other stakeholders.
For further discussion of risks and uncertainties which could cause actual results to differ from those contained in the forward-looking statements, see Part 1, Item 1A “Risk Factors” of our annual report on Form 10-K for the year ended December 31, 2023. The forward-looking statements in this report are being made as of the date of this report, and we expressly disclaim any obligation to update or revise any forward-looking statement contained herein, even if made available on our website or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 104 | Cover Page Interactive Data File (embedded with 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.
| Unum Group | |||||||||||
| (Registrant) | |||||||||||
| Date: February 27, 2025 | By: | /s/ J. Paul Jullienne | |||||||||
| Name: | J. Paul Jullienne | ||||||||||
| Title: | Vice President, Managing Counsel, and | ||||||||||
| Corporate Secretary | |||||||||||