cna-20231206

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 6, 2023

CNA FINANCIAL CORPORATION


(Exact name of registrant as specified in its charter)

Delaware

1-5823

36-6169860

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

(Address of principal executive offices) (Zip Code)

(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

Common Stock, Par value $2.50

"CNA"

New York Stock Exchange

Chicago Stock Exchange

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 December 6, 2023, the registrant amended and restated its existing credit agreement with a syndicate of banks, including Wells Fargo Securities, LLC and JPMorgan Chase Bank, N.A. as Joint Lead Arrangers and Joint Bookrunners, Wells Fargo Bank, National Association, as Administrative Agent, JPMorgan Chase Bank, N.A. as Syndication Agent, Associated Bank, National Association, Bank of America, N.A., Barclays Bank PLC, Citibank, N.A., The Northern Trust Company and U.S. Bank National Association, as Co-Documentation Agents (the “Second Amended and Restated Credit Agreement”). The Second Amended and Restated Credit Agreement provides a five-year $250,000,000 senior unsecured revolving credit facility which is intended to be used for general corporate purposes. At the registrant's election the commitments under the Amended and Restated Credit Agreement may be increased from time to time up to an additional aggregate amount of $100,000,000, and two one-year extensions are available prior to any anniversary of the closing date, subject to applicable consents.

Under the Second Amended and Restated Credit Agreement, the registrant is required to pay a facility fee, which would adjust in the event of a change in the registrant's ratio of consolidated indebtedness to consolidated total capitalization, calculated in accordance with the Credit Agreement (the “Consolidated Capitalization Ratio”). Interest is also adjusted based on the Consolidated Capitalization Ratio. The Second Amended and Restated Credit Agreement includes covenants regarding maintenance of a minimum consolidated net worth and a specified Consolidated Capitalization Ratio. Also included are general covenants restricting the registrant's ability to incur liens, dispose of more than 10% of the property of the registrant and its subsidiaries in any 12-month period or merge or consolidate with another entity where it is not the survivor, in each case, subject to certain exceptions set forth in the Second Amended and Restated Credit Agreement.

The foregoing description of the Second Amended and Restated Credit Agreement is qualified in its entirety by reference to the complete Second Amended and Restated Credit Agreement, which is filed as Exhibit 10.1 to this Form 8-K.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.


Exhibit No.						Description
10.1						Second Amended and Restated Credit Agreement dated December 6, 2023 among the registrant, Wells Fargo Bank, National Association, J.P. Morgan Chase Bank, N.A., Associated Bank, National Association, Bank of America, N.A., Barclays Bank PLC, Citibank, N.A., The Northern Trust Company, and U.S. Bank National Association.

104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.


		CNA Financial Corporation
		(Registrant)

Date: December 6, 2023	By	/s/ Scott R. Lindquist
		(Signature)
		Scott R. Lindquist Executive Vice President and Chief Financial Officer