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
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Item 1.01 Entry into a Material Definitive Agreement
On February 6, 2024, the registrant entered into an underwriting agreement (“Underwriting Agreement”) with Wells Fargo Securities, LLC, BofA Securities, Inc. and J.P. Morgan Securities LLC as representatives of the several underwriters listed on Schedule II thereto, relating to the offer and sale of $500 million aggregate principal amount of the registrant’s 5.125% notes due 2034 (the “Notes”). The Notes are being offered and sold pursuant to the registrant’s effective shelf registration statement on Form S-3 (File No. 333-262821) and prospectus supplement, dated February 6, 2024. The sale of the Notes is expected to close on February 9, 2024, subject to customary closing conditions.
The foregoing descriptions of the Underwriting Agreement and the Notes are qualified in their entirety by reference to the complete terms and conditions of the Underwriting Agreement and the form of the Notes, which are attached hereto as Exhibits 1.1 and 4.1, respectively, and incorporated herein by reference. A copy of the opinion and consent of Mayer Brown LLP relating to the legality of the Notes to be issued and sold in the offering is filed as Exhibit 5.1 hereto.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
See Exhibit Index.
| EXHIBIT INDEX | ||
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated February 6, 2024, between CNA Financial Corporation and Wells Fargo Securities, LLC, BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters listed on Schedule II thereto | |
| 4.1 | Form of 5.125% Note due 2034 | |
| 5.1 | Opinion of Mayer Brown LLP, dated February 9, 2024 | |
| 23.1 | Consent of Mayer Brown LLP (included as part of Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (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.
CNA Financial Corporation (Registrant) | |||
| Date: February 9, 2024 | By | /s/ Scott R. Lindquist | |
| (Signature) | |||
| Name: | Scott R. Lindquist | ||
| Title: | Executive Vice President Chief Financial Officer | ||