8-K

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

October 1, 2013 (October 1, 2013)
Date of report (Date of earliest event reported)

Protective Life Insurance Company

(Exact name of registrant as specified in its charter)

Tennessee	001-31901	63-0169720
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2801 Highway 280 South
Birmingham, Alabama 35223

(Address of principal executive offices and zip code)

(205) 268-1000

(Registrant’s telephone number, including area code)

N/A

(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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01. Completion of Acquisition or Disposition of Asset.

On October 1, 2013, Protective Life Insurance Company (“Protective Life”), a wholly owned subsidiary of Protective Life Corporation (“Protective”), completed the acquisition contemplated by the master agreement (the “Master Agreement”) previously reported in our Current Report on Form 8-K dated April 11, 2013.  Pursuant to that Master Agreement with AXA Financial, Inc. (“AXA”) and AXA Equitable Financial Services, LLC (“AEFS”), Protective Life acquired the stock of MONY Life Insurance Company (“MONY”) from AEFS and entered into a reinsurance agreement pursuant to which it is reinsuring on a 100% indemnity reinsurance basis certain business (the “MLOA Business”) of MONY Life Insurance Company of America (“MLOA”).  The aggregate purchase price for MONY was $686 million, and will be subject to a customary post-closing adjustment.  The ceding commission for the reinsurance of the MLOA Business was $370 million.

At the closing of the transaction, Protective Life entered into an administrative services agreement with MLOA, which governs the ongoing administration of the MLOA Business by Protective Life, and a transition services agreement with AXA Equitable Life Insurance Company (“AXA Equitable”), pursuant to which AXA Equitable and its affiliates will make available to Protective Life and its affiliates, for a limited period of time, certain services required for the operation of the business following the closing.

The above description of the Master Agreement and the related agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Master Agreement and the forms of related agreements, copies of which were filed as Exhibit 2(b) to Protective Life’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 and is incorporated herein by reference.

Item 8.01 Other Events.

On October 1, 2013, Protective issued a press release titled “Protective Completes Acquisition of MONY and Reinsurance of Certain Policies of MLOA”.  A copy of such press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is herein incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The Audited Consolidated Financial Statements of MONY for the year ended December 31, 2012 and the Unaudited Interim Consolidated Financial Statements of MONY for the six months ended June 30, 2013 and June 30, 2012 will be filed as an Exhibit to a Current Report on Form 8-K within seventy-one (71) days of the date hereof.

(b) Pro Forma Financial Information.

The Unaudited Pro Forma Condensed Financial Information of Protective Life, giving effect to the acquisition under the Master Agreement, will be filed as an Exhibit to a Current Report on Form 8-K within seventy-one (71) days of the date hereof.

(d) Exhibits

Exhibit No.
2.1	Master Agreement by and among AXA Equitable Financial Services, LLC, AXA Financial, Inc. and Protective Life Insurance Company, dated as of April 10, 2013, incorporated by reference to Exhibit 2(b) of Protective Life’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.
99.1	Press Release issued by Protective Life Corporation, dated October 1, 2013.

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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.

PROTECTIVE LIFE INSURANCE COMPANY
By:	/s/ Steven G. Walker
Name:	Steven G. Walker
Title:	Senior Vice President, Controller and Chief Accounting Officer

Date: October 1, 2013

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EX-99.1

Exhibit 99.1

Protective Life Corporation

Post Office Box 2606

Birmingham, AL 35202

205-268-1000

FOR IMMEDIATE RELEASE

Protective Completes Acquisition of MONY

and Reinsurance of Certain Policies of MLOA

BIRMINGHAM, Ala. — October 1, 2013 — Protective Life Corporation (NYSE: PL) (“Protective”) today announced that on October 1, 2013 its principal subsidiary, Protective Life Insurance Company (“Protective Life”), completed the acquisition of MONY Life Insurance Company (“MONY”) and has reinsured certain policies of MONY Life Insurance Company of America (“MLOA”). The transaction was originally announced on April 10, 2013.

The total transaction price was $1.06 billion.  The MONY purchase price was $686 million, subject to customary post-closing adjustments, and the ceding commission for the reinsurance of the MLOA business was $370 million.

“We are delighted to announce the closing of our 47th insurance acquisition transaction,” said John D. Johns, Protective’s Chairman, President and CEO.  “The seasoned, stable and high-quality block of policies we have acquired in the transaction should produce immediate accretion to both our return on equity and earnings per share and provide a solid stream of earnings for many years to come.  Our ability to consummate a transaction of this size and complexity once again highlights the value and strength of our industry-leading acquisition capabilities.”

Protective plans to service the acquired business through the existing workforce and administrative platform in Syracuse, NY that was previously used by AXA to service the business. The benefits provided for in the acquired policies will not be impacted by the transaction.

Please see the Acquisition Fact Sheet in the Newsroom section of the Company’s website for more details on Protective’s acquisition segment history.

ABOUT PROTECTIVE LIFE CORPORATION

Protective Life Corporation provides financial services through the production, distribution and administration of insurance and investment products throughout the U.S. It has annual revenues of approximately $3.6 billion and as of December 31, 2012 had assets of approximately $57.4 billion.

Forward-Looking Statements

This press release includes “forward-looking statements” that may express expectations of future events and results regarding the proposed transactions, including but not limited to statements regarding the expected benefits and costs of the proposed transactions, the ability to complete the proposed transactions, and the expected timing of the completion of the proposed transactions. All statements that express expectations for and results of future events rather than historical facts are

forward-looking statements that may involve certain risks and uncertainties. Protective cannot give assurance that such statements will prove to be correct. The factors that could affect the future events include, but are not limited to, general economic conditions and the following known trends and uncertainties: Protective Life may not be able to complete the transactions due to, among other things, the inability of the parties to satisfy the various closing conditions, including the receipt of required regulatory approvals; completion of the transactions may be more costly or may take longer than expected; the financing structure of the transactions may be different than currently contemplated; the actual financial results of the transactions could differ materially from Protective’s expectations and may be impacted by items not taken into account in its forecasts and/or its earnings per share calculations; and Protective Life’s expectations regarding its ability to successfully integrate and transition the acquired operations and satisfy its legal and compliance obligations in relation to the transactions may prove to be incorrect. In addition, please refer to Part I, Item 1A, Risk Factors and Cautionary Factors that may Affect Future Results of Protective’s most recent Form 10-K; Part II, Item 1A, Risk Factors and Cautionary Factors that may Affect Future Results, of Protective’s subsequent quarterly reports on Form 10-Q; and Protective’s reports filed on Form 8-K for more information about risk factors. Protective assumes no obligation and does not intend to update these forward-looking statements.

CONTACT:

Eva Robertson

Vice President, Investor Relations

(205) 268-3912