Maryland
(Sovran Self Storage, Inc.) |
1-13820
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16-1194043
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Delaware
(Sovran Acquisition Limited Partnership) |
0-24071
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16-1481551
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(State or Other Jurisdiction
Of Incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification Number) |
Item 1.01
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Entry into a Material Definitive Agreement.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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The following exhibits are filed herewith:
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Exhibit No.
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Description
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10.1
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Amendment No. 2 to Note Purchase Agreement (2011) dated June 29, 2016 by and among Sovran Self Storage, Inc. and Sovran Acquisition Limited Partnership and the Required Holders.
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10.2
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Amendment No. 2 to Note Purchase Agreement (2014) dated June 29, 2016 by and among Sovran Self Storage, Inc. and Sovran Acquisition Limited Partnership and the Required Holders.
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Date: July 6, 2016 |
SOVRAN SELF STORAGE, INC.
By /s/Andrew J. Gregoire
Name: Andrew J. Gregoire
Title: Chief Financial Officer
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Date: July 6, 2016
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SOVRAN ACQUISITION LIMITED PARTNERSHIP
By: SOVRAN HOLDINGS, INC., as General Partner
By /s/Andrew J. Gregoire
Name: Andrew J. Gregoire
Title: Chief Financial Officer
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Exhibit No.
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Description
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10.1
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Amendment No. 2 to Note Purchase Agreement (2011) dated June 29, 2016 by and among Sovran Self Storage, Inc. and Sovran Acquisition Limited Partnership and the Required Holders.
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10.2
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Amendment No. 2 to Note Purchase Agreement (2014) dated June 29, 2016 by and among Sovran Self Storage, Inc. and Sovran Acquisition Limited Partnership and the Required Holders.
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(a)
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Section 10.17 of the Note Purchase Agreement shall be replaced in its entirety as follows:
"Section 10.17. [Intentionally Omitted.]"
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(b)
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Section 11(g) of the Note Purchase Agreement shall be replaced in its entirety as follows:
"(g) (i) either Obligor or any Subsidiary is in default (as principal or as guarantor or other surety) in the payment of any principal of or premium or make-whole amount or interest on any Debt other than the Notes that is outstanding in an aggregate principal amount in excess of the Debt Threshold beyond any period of grace provided with respect thereto, or (ii) either Obligor or any Subsidiary is in default in the performance of or compliance with any material term of any instrument, mortgage, indenture or other agreement relating to any Debt other than the Notes in an aggregate principal amount in excess of the Debt Threshold or any other condition exists, and as a consequence of such default or condition such Debt has become, or has been declared (or one or more Persons are entitled to declare such Debt to be), due and payable before its stated maturity or before its regularly scheduled dates of payment, or (iii) as a consequence of the occurrence or continuation of any event or condition (other than the passage of time or the right of the holder of Debt to convert such Debt into equity interests or the exercise by either Obligor or any Subsidiary of a contractual right to prepay such Debt), either Obligor or any Subsidiary has become obligated to purchase or repay Debt other than the Notes before its regular maturity or before its regularly scheduled dates of payment in an aggregate outstanding principal amount of at least the Debt Threshold; or"
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(c)
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The definition of "Capitalization Rate" set forth in Schedule B to the Note Purchase Agreement shall be replaced in its entirety as follows:
""Capitalization Rate" means a rate equal to seven and one-quarter of one percent (7.25%)."
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(d)
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The definition of "Consolidated Assumed Amortizing Unsecured Debt Service Charges" set forth in Schedule B to the Note Purchase Agreement shall be replaced in its entirety as follows:
""Consolidated Assumed Amortizing Unsecured Debt Service Charges" means, as of any date of determination, an amount equal to the actual interest and principal payments for the immediately preceding six month period on all Unsecured Debt of the Obligors and their respective Subsidiaries for borrowed money or in respect of reimbursement obligations for letters of credit, guaranty obligations or Capitalized Leases, whether direct or contingent, which is outstanding on such date."
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(e)
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Schedule B to the Note Purchase Agreement is amended by adding the following definition of "Debt Threshold" in the appropriate alphabetical location:
""Debt Threshold" means $10,000,000, provided, however, if the Bank Credit Agreement is at any time amended such that an event of default would occur under the Bank Credit Agreement if there is cross default in an amount greater than $10,000,000, the reference to $10,000,000 in this definition shall be replaced by such new amount in the Bank Credit Agreement, up to a maximum of $25,000,000."
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(a)
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Authorization, Etc. This Amendment has been duly authorized by all necessary corporate or partnership action on the part of it, and the Note Purchase Agreement, as amended by this Amendment, constitutes a legal, valid and binding obligation of it, enforceable against it in accordance with its terms, except as enforcement may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally, and (ii) general principals of equity (regardless of whether such enforceability is considered in a proceeding in equity or law).
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(b)
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Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance by it of this Amendment will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of a Lien in respect of any property of it under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, partnership agreement, limited liability company agreement or any other agreement or instrument to which it is bound or by which it or any of its properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to it or (iii) violate any provision of any statute or other rule or regulations of any Governmental Authority applicable to it.
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(c)
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Governmental Authorizations, Etc. No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by it of this Amendment, except any that have been obtained and are in full force and effect.
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(d)
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No Default. As of the date hereof, after giving effect to this Amendment, no Default or Event of Default has occurred which is continuing.
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(e)
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No Fees. It has not, nor has any Subsidiary or Affiliate of it, directly or indirectly, paid or caused to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of the Obligors or any Subsidiary Guarantor as consideration for or as an inducement to the entering into by any such creditor of any amendment or other modification to any credit facility, the effect of which amendment or other modification is to amend or modify any provisions thereof similar to the modifications reflected in this Amendment.
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THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By: /s/ Eric Seward
Name: Eric Seward
Title: Vice President
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UNITED OF OMAHA LIFE INSURANCE COMPANY
By: Prudential Private Placement Investors, L.P.
(as Investment Advisor)
By: Prudential Private Placement Investors, Inc.
(as its General Partner)
By: /s/ Eric Seward
Name: Eric Seward
Title: Vice President
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FARMERS NEW WORLD LIFE INSURANCE COMPANY
By: Prudential Private Placement Investors, L.P.
(as Investment Advisor)
By: Prudential Private Placement Investors, Inc.
(as its General Partner)
By: /s/ Eric Seward
Name: Eric Seward
Title: Vice President
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ZURICH AMERICAN INSURANCE COMPANY,
By: Prudential Private Placement Investors, L.P.
(as Investment Advisor)
By: Prudential Private Placement Investors, Inc.
(as its General Partner)
By: /s/ Eric Seward
Name: Eric Seward
Title: Vice President
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(a)
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Section 10.17 of the Note Purchase Agreement shall be replaced in its entirety as follows:
"Section 10.17. [Intentionally Omitted.]"
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(b)
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Section 11(g) of the Note Purchase Agreement shall be replaced in its entirety as follows:
"(g) (i) either Obligor or any Subsidiary is in default (as principal or as guarantor or other surety) in the payment of any principal of or premium or make-whole amount or interest on any Debt other than the Notes that is outstanding in an aggregate principal amount in excess of the Debt Threshold beyond any period of grace provided with respect thereto, or (ii) either Obligor or any Subsidiary is in default in the performance of or compliance with any material term of any instrument, mortgage, indenture or other agreement relating to any Debt other than the Notes in an aggregate principal amount in excess of the Debt Threshold or any other condition exists, and as a consequence of such default or condition such Debt has become, or has been declared (or one or more Persons are entitled to declare such Debt to be), due and payable before its stated maturity or before its regularly scheduled dates of payment, or (iii) as a consequence of the occurrence or continuation of any event or condition (other than the passage of time or the right of the holder of Debt to convert such Debt into equity interests or the exercise by either Obligor or any Subsidiary of a contractual right to prepay such Debt), either Obligor or any Subsidiary has become obligated to purchase or repay Debt other than the Notes before its regular maturity or before its regularly scheduled dates of payment in an aggregate outstanding principal amount of at least the Debt Threshold; or"
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(c)
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The definition of "Capitalization Rate" set forth in Schedule B to the Note Purchase Agreement shall be replaced in its entirety as follows:
""Capitalization Rate" means a rate equal to seven and one-quarter of one percent (7.25%)."
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(d)
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The definition of "Consolidated Assumed Amortizing Unsecured Debt Service Charges" set forth in Schedule B to the Note Purchase Agreement shall be replaced in its entirety as follows:
""Consolidated Assumed Amortizing Unsecured Debt Service Charges" means, as of any date of determination, an amount equal to the actual interest and principal payments for the immediately preceding six month period on all Unsecured Debt of the Obligors and their respective Subsidiaries for borrowed money or in respect of reimbursement obligations for letters of credit, guaranty obligations or Capitalized Leases, whether direct or contingent, which is outstanding on such date."
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(e)
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Schedule B to the Note Purchase Agreement is amended by adding the following definition of "Debt Threshold" in the appropriate alphabetical location:
""Debt Threshold" means $10,000,000, provided, however, if the Bank Credit Agreement is at any time amended such that an event of default would occur under the Bank Credit Agreement if there is cross default in an amount greater than $10,000,000, the reference to $10,000,000 in this definition shall be replaced by such new amount in the Bank Credit Agreement, up to a maximum of $25,000,000."
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(a)
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Authorization, Etc. This Amendment has been duly authorized by all necessary corporate or partnership action on the part of it, and the Note Purchase Agreement, as amended by this Amendment, constitutes a legal, valid and binding obligation of it, enforceable against it in accordance with its terms, except as enforcement may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally, and (ii) general principals of equity (regardless of whether such enforceability is considered in a proceeding in equity or law).
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(b)
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Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance by it of this Amendment will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of a Lien in respect of any property of it under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, partnership agreement, limited liability company agreement or any other agreement or instrument to which it is bound or by which it or any of its properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to it or (iii) violate any provision of any statute or other rule or regulations of any Governmental Authority applicable to it.
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(c)
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Governmental Authorizations, Etc. No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by it of this Amendment, except any that have been obtained and are in full force and effect.
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(d)
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No Default. As of the date hereof, after giving effect to this Amendment, no Default or Event of Default has occurred which is continuing.
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(e)
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No Fees. It has not, nor has any Subsidiary or Affiliate of it, directly or indirectly, paid or caused to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of the Obligors or any Subsidiary Guarantor as consideration for or as an inducement to the entering into by any such creditor of any amendment or other modification to any credit facility, the effect of which amendment or other modification is to amend or modify any provisions thereof similar to the modifications reflected in this Amendment.
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THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By: /s/ Eric Seward
Name: Eric Seward
Title: Vice President
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PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
By: /s/ Eric Seward
Name: Eric Seward
Title: Assistant Vice President
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WILLIAM PENN LIFE INSURANCE COMPANY OF NEW YORK
By: Prudential Private Placement Investors, L.P.
(as Investment Advisor)
By: Prudential Private Placement Investors, Inc.
(as its General Partner)
By: /s/ Eric Seward
Name: Eric Seward
Title: Vice President
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THE INDEPENDENT ORDER OF FORESTERS
By: Prudential Private Placement Investors, L.P.
as Investment Advisor)
By: Prudential Private Placement Investors, Inc.
(as its General Partner)
By: /s/ Eric Seward
Name: Eric Seward
Title: Vice President
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PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION
By: PGIM, Inc. as Investment-Advisor
By: /s/ Eric Seward
Name: Eric Seward
Title: Vice President
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FARMERS INSURANCE EXCHANGE
By: Prudential Private Placement Investors, L.P.
(as Investment Advisor)
By: Prudential Private Placement Investors, Inc.
(as its General Partner)
By: /s/ Eric Seward
Name: Eric Seward
Title: Vice President
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MID CENTURY INSURANCE COMPANY
By: Prudential Private Placement Investors, L.P.
(as Investment Advisor)
By: Prudential Private Placement Investors, Inc.
(as its General Partner)
By: /s/ Eric Seward
Name: Eric Seward
Title: Vice President
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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By: Babson Capital Management LLC
as Investment Adviser
By: /s/ Thomas P. Shea
Name: Thomas P. Shea
Title: Managing Director
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MASSMUTUAL ASIA LIMITED
By: Babson Capital Management LLC
as Investment Adviser
By: /s/ Thomas P. Shea
Name: Thomas P. Shea
Title: Managing Director
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BANNER LIFE INSURANCE COMPANY
By: Babson Capital Management LLC
as Investment Adviser
By: /s/ Thomas P. Shea
Name: Thomas P. Shea
Title: Managing Director
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METROPOLITAN LIFE INSURANCE COMPANY
GENERAL AMERICAN LIFE INSURANCE COMPANY
By: Metropolitan Life Insurance Company,
its Investment Manager
METLIFE INSURANCE COMPANY USA
F/K/A METLIFE INSURANCE COMPANY OF CONNECTICUT
By: Metropolitan Life Insurance Company,
its Investment Manager
METLIFE INVESTORS USA INSURANCE COMPANY
By: Metropolitan Life Insurance Company,
its Investment Manager
NEW ENGLAND LIFE INSURANCE COMPANY
By: Metropolitan Life Insurance Company,
its Investment Manager
By: /s/ John A. Wills
Name: John A. Wills
Title: Managing Director
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NEW YORK LIFE INSURANCE COMPANY
By: /s/ Kimberly Hvisch
Name: Kimberly Hvisch
Title: Corporate Vice President
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NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
By: NYL Investment Management LLC,
its Investment Manager
By: /s/ Kimberly Hvisch
Name: Kimberly Hvisch
Title: Director
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NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE
ACCOUNT (BOLI 30C)
By: NYL Investment Management LLC,
its Investment Manager
By: /s/ Kimberly Hvisch
Name: Kimberly Hvisch
Title: Director
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NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE
ACCOUNT (BOLI 3-2)
By: NYL Investment Management LLC,
its Investment Manager
By: /s/ Kimberly Hvisch
Name: Kimberly Hvisch
Title: Director
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TRANSAMERICA LIFE (BERMUDA) LTD
By: AEGON USA Investment Management, LLC,
its investment manager By: /s/ Josh Prieskorn
Name: Josh Prieskorn
Title: Vice President
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TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY
By: AEGON USA Investment Management, LLC,
its investment manager
By: /s/ Josh Prieskorn
Name: Josh Prieskorn
Title: Vice President
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TRANSAMERICA PREMIER LIFE INSURANCE
By: AEGON USA Investment Management, LLC,
its investment manager
By: /s/ Josh Prieskorn
Name: Josh Prieskorn
Title: Vice President
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BANKERS LIFE AND CASUALTY COMPANY
COLONIAL PENN LIFE INSURANCE COMPANY
BANKERS CONSECO LIFE INSURANCE COMPANY
By: 40|86 Advisors, Inc. acting as Investment Advisor
By: /s/ Jesse E. Horsfall
Name: Jesse E. Horsfall
Title: Senior Vice President
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