UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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 12, 2020
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Securities registered pursuant to Section 12(b) of the Act:
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Item 1.01 Entry Into a Material Definitive Agreement.
On June 12, 2020, Principal Financial Group, Inc. (the “Company”) issued $500,000,000 aggregate principal amount of its 2.125% Senior Notes due 2030 (the “Notes”). The Notes were issued pursuant to the Senior Indenture, dated as of May 21, 2009 (the “Senior Indenture”), among the Company, as issuer, Principal Financial Services, Inc. (“PFSI”), as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented by the Fourteenth Supplemental Indenture, dated as of June 12, 2020 (the “Supplemental Indenture”). The Notes are fully and unconditionally guaranteed by PFSI pursuant to the guarantee, dated as of June 12, 2020 (the “Guarantee”).
The Notes were sold pursuant to an effective automatic shelf registration statement on Form S-3 (the “Registration Statement”) (File Nos. 333-237906 and 333-237906-01) which became effective upon filing with the Securities and Exchange Commission on April 29, 2020. The closing of the sale of the Notes occurred on June 12, 2020. The Senior Indenture, the Supplemental Indenture (including the form of the Note) and the Guarantee of PFSI are filed as Exhibits 4.1, 4.2 and 4.3 hereto, respectively, and are incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01 Other Events.
In connection with the issuance and sale of the Notes, the Company entered into the Underwriting Agreement, dated June 9, 2020 (the “Underwriting Agreement”), among the Company, PFSI and Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc. and Wells Fargo Securities, LLC, as representatives of the underwriters named in Schedule I thereto, relating to the Notes. The Underwriting Agreement is filed as Exhibit 1.1 hereto, and is incorporated by reference herein.
The opinion of Debevoise & Plimpton LLP, relating to the validity of the Notes and the related Guarantee, is filed as Exhibit 5.1 hereto. The opinion of Guy Montag, Vice President and Associate General Counsel of the Company and PFSI, relating to certain legal matters relating to the issuance of the Guarantee, is filed as Exhibit 5.2 hereto.
Item 9.01 Financial Statements and Exhibits.
The exhibits to this Current Report on Form 8-K (except Exhibit 104) are hereby incorporated by reference into the Registration Statement.
(d) Exhibits.
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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.
| PRINCIPAL FINANCIAL GROUP, INC. | ||
| Date: June 12, 2020 | By: | /s/ Christopher J. Littlefield |
| Name: | Christopher J. Littlefield | |
| Title: | Executive Vice President, General Counsel and Secretary | |
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