UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
On March 9, 2023, Ameriprise Financial, Inc. (the “Company”) issued $750,000,000 principal amount of its 5.150% Senior Notes due 2033 (the “Notes”). The Notes were sold pursuant to the Underwriting Agreement (the “Underwriting Agreement”) that the Company entered into on March 6, 2023 with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”). The Notes were offered pursuant to the prospectus supplement dated March 6, 2023, to the prospectus dated February 26, 2021, each filed with the Securities and Exchange Commission (the “Commission”) as part of the Company’s registration statement on Form S-3 (Registration No. 333-253603) (the “Registration Statement”).
The following documents relating to the Notes are filed herewith as exhibits and incorporated by reference into this Form 8-K and the Registration Statement: (i) the Underwriting Agreement, (ii) the form of the Notes and (iii) the opinion of Faegre Drinker Biddle & Reath LLP.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
Exhibit 1.1 |
Underwriting Agreement, dated March 6, 2023, among the Company and Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters. | |
| Exhibit 4.1 | Form of 5.150% Senior Note due 2033. | |
| Exhibit 5.1 | Opinion of Faegre Drinker Biddle & Reath LLP. | |
| Exhibit 23.1 | Consent of Faegre Drinker Biddle & Reath LLP. (included as part of Exhibit 5.1). | |
| Exhibit 101 | Cover page is formatted in iXBRL (Inline eXtensible Business Reporting Language) | |
| Exhibit 104 | Cover page is formatted in iXBRL (Inline eXtensible Business Reporting Language) and contained in Exhibit 101. |
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, thereunto duly authorized.
| AMERIPRISE FINANCIAL, INC. (Registrant) | ||
| Date: March 9, 2023 | By: | /s/ Shweta Jhanji |
| Name: | Shweta Jhanji | |
| Title: | Senior Vice President and Treasurer | |