FWP 1 d45343dfwp.htm FWP FWP

Filed Pursuant to Rule 433

Registration No. 333-236429

Free Writing Prospectus dated September 22, 2020

Relating to the Preliminary Prospectus

Supplement dated September 22, 2020

To the Prospectus dated February 14, 2020

Kemper Corporation

$400,000,000

2.400% Senior Notes due 2030

Final Term Sheet

 

Issuer:    Kemper Corporation
Security Type:    Senior Notes
Format:    SEC Registered
Anticipated Ratings (Moody’s / S&P / Fitch):*    Baa3 / BBB / BBB
Principal Amount:    $400,000,000
Trade Date:    September 22, 2020
Settlement Date:    September 29, 2020 (T+5)
Maturity Date:    September 30, 2030
Interest Payment Dates:    March 30 and September 30, commencing on March 30, 2021
Interest Payment Frequency:    Semi-annually
Coupon (Interest Rate):    2.400% per annum
Price to Public:    99.859% of the principal amount
Net Proceeds (Before Expenses):    $396,836,000
Benchmark Treasury:    0.625% due August 15, 2030
Benchmark Treasury Price/Yield:    99-19+ / 0.666%
Spread to Benchmark Treasury:    +175 bps
Re-offer Yield to Maturity:    2.416%
Optional Redemption:   

Prior to June 30, 2030 (three months prior to the maturity date (the “par call date”)), we may redeem the notes, in whole at any time or in part from time to time, at our option, at a redemption price equal to accrued and unpaid interest on the principal amount of the notes being redeemed to, but excluding, the redemption date plus the greater of (a) 100% of the principal amount of the notes to be redeemed and (b) the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed that would be due if the notes matured on the par call date (not including any portion of such payments of interest accrued to the date of redemption) discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points.

 

On or after the par call date, we may redeem the notes, in whole at any time or in part from time to time, at our option at a redemption price equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest on the notes being redeemed to, but excluding, the redemption date.

CUSIP / ISIN:    488401 AC4 / US488401AC40
Joint Book-Running Managers:   

BofA Securities, Inc.

J.P. Morgan Securities LLC

Morgan Stanley & Co. LLC

Wells Fargo Securities, LLC

Co-Managers:   

BMO Capital Markets Corp.

Citigroup Global Markets Inc.

U.S. Bancorp Investments, Inc.

JMP Securities LLC


  

Piper Sandler & Co.

Raymond James & Associates, Inc.

UBS Securities LLC

 

*

The rating of the notes should be evaluated independently from similar ratings of other securities. A credit rating of a security is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency.

The issuer expects that delivery of the notes will be made to investors on or about September 29, 2020, which will be the fifth business day following the date of the prospectus supplement (such settlement being referred to as “T+5”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, trades in the secondary market are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes prior to the second business day preceding the settlement date will be required, by virtue of the fact that the notes initially will settle in T+5, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to their date of delivery should consult their advisors.

The issuer has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling BofA Securities, Inc. at 1-800-294-1322, J.P. Morgan Securities LLC at 1-212-834-4533, Morgan Stanley & Co. LLC at 1-800-584-6837 or Wells Fargo Securities, LLC at 1-800-645-3751.

This communication should be read in conjunction with the preliminary prospectus supplement, dated September 22, 2020, and the accompanying prospectus, dated February 14, 2020. The information in this communication supersedes the information in the preliminary prospectus supplement and the accompanying prospectus to the extent inconsistent with the information in the preliminary prospectus supplement and the accompanying prospectus.

Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.

 

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