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

Date of Report (Date of earliest event reported): April 4, 2016

UNUM GROUP

(Exact name of registrant as specified in its charter)

Delaware	001-11294	62-1598430
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1 Fountain Square

Chattanooga, Tennessee 37402

(Address of principal executive offices) (Zip Code)

(423) 294-1011

(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))

Item 8.01 Other Events.

On April 4, 2016, Unum Group (the “Company”) announced that it had entered into a definitive agreement to acquire H&J Capital, LLC, parent of Starmount Life Insurance Company and AlwaysCare Benefits (“Starmount”), a leading independent dental and vision benefits company headquartered in Baton Rouge, Louisiana. The transaction is expected to close by the end of the third quarter 2016, subject to customary approvals and closing conditions. Copies of the news release and fact sheet relating to the acquisition are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively.

Item 9.01 Financial Statements and Exhibits.

(d)   Exhibits. The following exhibits are filed with this report:

99.1	News release of Unum Group dated April 4, 2016, concerning the acquisition of Starmount.
99.2	Starmount acquisition fact sheet.

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.

	Unum Group (Registrant)
Date: April 4, 2016	By:	/s/ J. Paul Jullienne
		Name:	J. Paul Jullienne
		Title:	Vice President, Managing Counsel and Corporate Secretary

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	News release of Unum Group dated April 4, 2016, concerning the acquisition of Starmount.
99.2	Starmount acquisition fact sheet.

EX-99.1

Exhibit 99.1

1 Fountain Square Chattanooga, TN 37402 www.unum.com

	FOR IMMEDIATE RELEASE
	Contacts
	INVESTORS	Tom White	423 294 8996
		Matt Barnett	423 294 7498
	MEDIA	MC Guenther	423 294 6108
			866 750 8686
		Rene Milligan	225-400-9137

Unum announces agreement to acquire Louisiana-based

Starmount Life Insurance Company

Dental and vision benefits to boost company’s growth plans

CHATTANOOGA, Tenn. (April 4, 2016) – Unum (NYSE: UNM) today announced it has entered into a definitive agreement to acquire H&J Capital, LLC, parent of Starmount Life Insurance Company and AlwaysCare Benefits (“Starmount”), a leading independent dental and vision benefits company that will expand Unum’s growing portfolio of workplace financial protection products.

“We are excited to be adding Starmount’s capabilities to our market-leading offerings in the workplace,” said Unum President and CEO Rick McKenney. “This strategic transaction is a perfect fit for both our Unum US and Colonial Life businesses, as we expand our customer relationships in pursuit of our growth objectives.”

Unum is a leading nationwide provider of financial protection benefits at work, including disability, life and supplemental health products. Starmount covers more than 940,000 lives nationally, manages in-force annualized premium in excess of $180 million and has access to significant national dental and vision networks.

Starmount was founded by the Sternberg family in 1983. The company is licensed in 49 states and the District of Columbia and markets individual products under the Starmount Life brand, including dental, vision, life and accident. Its group and voluntary benefits are marketed under the AlwaysCare Benefits brand and include dental, vision, life, disability, critical illness and accident.

Unum is acquiring Starmount for $127 million plus net assets. The transaction will not alter the company’s earnings or capital management outlook for 2016, nor does it change Unum’s overall capital management strategy of investing in its business while also returning capital to shareholders through share repurchases and dividends. It is expected to be neutral to accretive to Unum’s earnings per share in 2017.

“We see strong demand for dental and vision insurance, and the Starmount business will help us expand access to these benefits at the workplace,” said Unum US President Mike Simonds.

Starmount will remain headquartered in Baton Rouge, La., with a leadership team including CEO Erich Sternberg and President Deborah Sternberg and the entire staff of more than 220 employees.

“Unum shares our company values of providing exceptional service, innovative products and thoughtful solutions for our customers,” said Starmount CEO Erich Sternberg. “We look forward to helping this business continue to grow and prosper in the years ahead.”

Subject to regulatory approvals and customary closing conditions, the transaction is expected to close by the end of the third quarter.

Barclays Capital served as financial advisor and Sutherland Asbill & Brennan LLP as legal advisor to Unum. MTS Health Partners, L.P. served as financial advisor and Bass Berry & Sims PLC served as legal advisor to Starmount.

A summary of facts regarding the transaction is available here.

# # #

ABOUT UNUM GROUP

Unum Group (www.unum.com) is a leading provider of financial protection benefits in the United States and the United Kingdom. Its primary businesses are Unum US, Colonial Life and Unum UK. Unum’s portfolio includes disability, life, accident and critical illness coverage, which help protect millions of working people and their families in the event of an illness or injury. The company reported revenues of $10.7 billion in 2015, and provided $6.8 billion in benefits.

ABOUT STARMOUNT LIFE AND ALWAYSCARE BENEFITS

Starmount Life Insurance Company is a national insurance carrier admitted in 49 states and D.C., and AlwaysCare Benefits is a nationally licensed, third-party administrator. Known for exceptional service and customer satisfaction, Starmount Life and AlwaysCare Benefits are national providers and administrators of life and supplemental insurance, including dental and vision, for individuals and groups.

SAFE HARBOR STATEMENT

Certain information in this press release constitutes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those not based on historical information, but rather relate to our outlook, future operations, strategies, financial results, or other developments, may include words such as

“expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” and similar expressions, and speak only as of the date made. These forward-looking statements, including statements regarding the timing of the closing of the acquisition, are subject to numerous assumptions, risks, and uncertainties, many of which are beyond our control. Forward-looking statements involve known and unknown risks and uncertainties that may cause our actual future results to differ materially from those projected or contemplated in the forward-looking statements.

These risks and uncertainties include, but are not limited to, the satisfaction of the closing conditions for the acquisition, the timing and receipt of regulatory approval for the acquisition, our ability to effectively manage growth and our ability to effectively execute and integrate acquisitions. Given the risks and uncertainties inherent in forward-looking statements, any of our forward-looking statements could be incorrect and investors are cautioned not to place undue reliance on any of our forward-looking statements.

For further discussion of risks and uncertainties which could cause actual results to differ from those contained in the forward-looking statements, see Item 1A. “Risk Factors” of our annual report on Form 10-K for the year ended December 31, 2015 and, to the extent applicable, our subsequent quarterly reports on Form 10-Q. The forward-looking statements in this press release are being made as of the date of this press release, and the Company expressly disclaims any obligation to update or revise any forward-looking statement contained herein, even if made available on our website or otherwise.

EX-99.2

Exhibit 99.2

Starmount Acquisition Fact Sheet

Strategic focus on expanding employee benefits

that promote financial security and well-being

Transaction Summary

• Price is $127 million plus net assets, funded from holding company cash and some incremental debt. We anticipate closing by the end of 3Q 2016.

• Neutral to accretive to 2017 earnings per share.

• No expense synergies assumed.

• Share repurchase and common stock dividend outlook is unchanged from prior guidance.

• Leverage, RBC ratios and holding company cash remain within target ranges.

Company Profile

• Starmount is licensed in 49 states and the District of Columbia, selling dental and vision products.

• Founded in 1983 and headquartered in Baton Rouge, Louisiana.

• More than 220 employees.

• Inforce annualized premium in excess of $180 million and more than 940,000 lives covered.

^¡  consistent operating results

^¡  strong customer persistency

^¡  excellent customer satisfaction

• Starmount provides a platform and network that is highly scalable.

Dental Experience

• Unum has a recent history of successfully growing a dental business in partnership with United Concordia and Health Plan Services.

• Total sales of $43 million in 2015.

• Rapid growth since inception of partnerships in 2012 (Unum) and 2015 (Colonial Life).

• Growth has come without a fully integrated offering.

Growth Plan

• Staggered rollout over 2017-2018 to Unum and Colonial Life sales organizations.

^¡  leverage size and scale of national distribution footprint

^¡  leverage our strong brands and complementary products

^¡  cross-sell opportunities to 170,000 current employer customers

• Potential to grow premiums to ~$500 million in five years.