UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
On May 22, 2023, The Travelers Companies, Inc. (the “Company”) entered into an Underwriting Agreement (the “Agreement”) with Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, TD Securities (USA) LLC, and Wells Fargo Securities, LLC, as representatives of the several underwriters named in Schedule 1 of the Agreement, for the issuance and sale by the Company of $750,000,000 aggregate principal amount of the Company’s 5.450% Senior Notes due 2053 (the “Notes”). The foregoing description is qualified by reference to the Agreement, a copy of which is attached hereto as Exhibit 1.1 and incorporated by reference herein. Further information concerning the Notes and related matters is set forth in the Company’s Prospectus Supplement, dated May 22, 2023, which was filed with the Securities and Exchange Commission on May 22, 2023.
The Agreement is not intended to provide factual information or other disclosure other than with respect to the terms of the Agreement itself, and you should not rely on it for that purpose. In particular, any representations and warranties made by us in the Agreement were made solely as of the dates specified in the Agreement, within the specific context of the Agreement, including subject to the qualifications and limitations agreed to by the parties, and only to the other express parties to the Agreement. No other person may rely on such representations and warranties.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 1.1 | Underwriting Agreement, dated May 22, 2023. | |
| 5.4 | Opinion of Wendy C. Skjerven, Esq. | |
| 5.5 | Opinion of Simpson Thacher & Bartlett LLP. | |
| 23.2 | Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.5). | |
| 101.1 | Pursuant to Rule 406 of Regulation S-T, the cover page to this Current Report on Form 8-K is formatted in Inline XBRL. | |
| 104.1 | Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101.1.) | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, The Travelers Companies, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 25, 2023 | THE TRAVELERS COMPANIES, INC. | |||||
| By: | /s/ Christine K. Kalla | |||||
| Name: | Christine K. Kalla | |||||
| Title: | Executive Vice President and General Counsel | |||||
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