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

August 8, 2019

Date of Report (Date of earliest event reported)

THE HARTFORD FINANCIAL SERVICES GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-13958	13-3317783
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Hartford Plaza, Hartford, Connecticut 06155

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (860) 547-5000

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:

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	HIG	The New York Stock Exchange
6.10% Notes due October 1, 2041	HIG 41	The New York Stock Exchange
7.875% Fixed-to-Floating Rate Junior Subordinated Debentures due 2042	HGH	The New York Stock Exchange
Depositary Shares, Each Representing a 1/1,00th Interest in a Share of 6.000% Non-Cumulative Preferred Stock, Series G, par value $0.01 per share	HIG PR G	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01 Other Events

On August 8, 2019, The Hartford Financial Services Group, Inc. (the “Company”) issued a press release announcing that it has commenced a cash tender offer (the “Tender Offer”) for any and all of the outstanding aggregate principal amount of (1) its 5.125% Senior Notes due 2022 and (2) the 5.75% Senior Notes due 2023 issued by The Navigators Group, Inc. (“Navigators”). A separate offer is being made for each of the two series of notes. Navigators is a wholly-owned subsidiary of the Company.

The Tender Offer is being conducted on the terms and conditions set forth in an offer to purchase, dated August 8, 2019, and a related letter of transmittal and notice of guaranteed delivery. The Tender Offer is subject to a number of conditions (including a financing condition) that may be waived or changed. The Company is commencing an offering of senior notes to finance the Tender Offer, pursuant to an effective shelf registration statement. Assuming that such offering is completed, the Company and Navigators currently intend to, but are not obligated to, issue on August 19, 2019 notices of redemption in respect of their respective series of notes that are the subject of the Tender Offer.

This Current Report on Form 8-K shall not constitute a notice of redemption. This Current Report on Form 8-K is neither an offer to purchase nor the solicitation of an offer to sell any notes. In addition, this Current Report on Form 8-K is neither an offer to sell nor the solicitation of an offer to buy any securities.

A copy of the August 8, 2019 press release is attached as Exhibit 99.1 to this report and is hereby incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

Exhibit No.

99.1	Press Release of The Hartford Financial Services Group, Inc. dated August 8, 2019
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

2

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.

Date: August 8, 2019

The Hartford Financial Services Group, Inc.
By:	/s/ David C. Robinson
Name:	David C. Robinson
Title:	Executive Vice President and General Counsel

3

EX-99.1

Exhibit 99.1

August 8, 2019

The Hartford Announces Cash Tender Offers for Certain Notes

Hartford, Connecticut. – The Hartford announced today that it has commenced a cash tender offer (the “Tender Offer”) for any and all of the outstanding aggregate principal amount of (1) the 5.125% Senior Notes due 2022 (the “Hartford Notes”) issued by The Hartford and (2) the 5.75% Senior Notes due 2023 (the “Navigators Notes” and together with the Hartford Notes, the “Notes”) issued by The Navigators Group, Inc. (“Navigators”). A separate offer is being made for each of the two series of Notes. Navigators is a wholly-owned subsidiary of The Hartford.

Title of Security	CUSIP / ISIN Number	Principal Amount Outstanding	Reference U.S. Treasury Security	Bloomberg Reference Page(3)	Fixed Spread (basis points)
5.125% Senior Notes due 2022(1)	416518AB4 / US416518AB42	$800,000,000	2.250% UST due 4/15/2022	PX5	45
5.75% Senior Notes due 2023(2)	638904AB8 / US638904AB84	$265,000,000	2.875% UST due 9/30/2023	PX6	50

(1) The Hartford Notes are obligations of The Hartford.

(2) The Navigators Notes are obligations of Navigators and are not guaranteed by any other entity, including The Hartford.

(3) The applicable page on Bloomberg from which the Dealer Managers (as defined below) will quote the bid side prices of the applicable Reference U.S. Treasury Security.

The Tender Offer is being made pursuant to an Offer to Purchase, dated August 8, 2019 (the “Offer to Purchase”), and a related Letter of Transmittal and Notice of Guaranteed Delivery, which set forth the terms and conditions of the Tender Offer.

The Tender Offer is scheduled to expire at 5:00 p.m., New York City time, on August 14, 2019, unless extended (such date and time, as the same may be extended, the “Expiration Time”). Holders must validly tender and not validly withdraw their Notes before the Expiration Time to be eligible to receive the consideration for the applicable series of Notes.

The consideration for each series of Notes per each $1,000 principal amount of Notes validly tendered and accepted for payment pursuant to the Tender Offer will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread specified for the series in the table above over the yield based on the bid side price of the applicable U.S. Treasury Security specified above for such series of Notes, as calculated by the Dealer Managers at 11:00 a.m. New York City time on August 14, 2019. Holders whose Notes are purchased will also receive accrued and unpaid interest thereon from the applicable last interest payment date to, but not including, the settlement date.

The Tender Offer is conditioned upon the satisfaction of certain conditions, including the receipt of proceeds sufficient to fund the aggregate consideration (excluding accrued interest) for all Notes validly tendered and not validly withdrawn, from one or more debt capital markets issuances by The Hartford on terms reasonably satisfactory to The Hartford. Neither offer is conditioned upon any minimum amount of Notes being tendered or the consummation of the other offer. Each offer may be extended, terminated, or withdrawn separately.

Assuming that one or more such debt capital markets issuances is completed, The Hartford and Navigators currently intend to issue on August 19, 2019 notices of redemption in respect of their respective series of Notes. As of the time of this press release, The Hartford and Navigators have the right, but not the obligation, to redeem such Notes, and there can be no assurance that this redemption will occur. This press release does not constitute a notice of redemption under the respective indentures governing the Notes. Any such notice, if made, will only be made in accordance with the provisions of the applicable indenture.

The Hartford has retained Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC to serve as the dealer managers for the Tender Offer (the “Dealer Managers”). Credit Suisse Securities (USA) LLC may be contacted at (800) 820-1653 (toll free) or (212) 538 2147 and J.P. Morgan Securities LLC may be contacted at (866) 834-4666 (toll free) or (212) 834-8553.

The Hartford has retained D.F. King & Co., Inc. to serve as the tender agent and information agent for the Tender Offer.

The Tender Offer is being made pursuant to the terms and conditions contained in the Offer to Purchase, Letter of Transmittal and Notice of Guaranteed Delivery, copies of which may be obtained from D.F. King & Co., Inc. by telephone at (800) 814-8954 (toll-free) or for banks and brokers, at (212) 269-5550 (Banks and Brokers Only) or by email at hig@dfking.com.

Copies of the Offer to Purchase, Letter of Transmittal and Notice of Guaranteed Delivery are also available at the following web address: www.dfking.com/hig.

This press release is neither an offer to purchase nor a solicitation of an offer to sell any Notes in the Tender Offer. In addition, this press release is not an offer to sell or the solicitation of an offer to buy any securities issued in connection with any debt capital markets issuance.

About The Hartford

The Hartford is a leader in property and casualty insurance, group benefits and mutual funds. With more than 200 years of expertise, The Hartford is widely recognized for its service excellence, sustainability practices, trust and integrity.

The Hartford Financial Services Group, Inc. (NYSE: HIG) operates through its subsidiaries under the brand name, The Hartford, and is headquartered in Hartford, Connecticut.

Forward Looking Statements

Some of the statements in this release may be considered forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, including statements regarding the conduct and consummation of the Tender Offer, any debt capital markets issuance and the potential redemption of the Notes. We caution investors that these forward-looking statements are not guarantees of future performance, and actual results may differ materially. Investors should consider the important risks and uncertainties that may cause actual results to differ. These important risks and uncertainties include those discussed in our 2018 Annual Report on Form 10-K, subsequent Quarterly Reports on Forms 10-Q, and the other filings we make with the Securities and Exchange Commission. We assume no obligation to update such forward looking statements or this release, which speaks as of the date issued.

Contact:

Media Contact:

Matthew Sturdevant

860-547-8664

matthew.sturdevant@thehartford.com

Investor Contact:

Sabra Purtill, CFA

860-547-8691

sabra.purtill@thehartford.com

XML

Document and Entity Information	Aug. 08, 2019
Document And Entity Information [Line Items]
Entity Registrant Name	HARTFORD FINANCIAL SERVICES GROUP, INC.
Amendment Flag	false
Entity Central Index Key	0000874766
Document Type	8-K
Document Period End Date	Aug. 08, 2019
Entity Incorporation, State or Country Code	DE
Entity File Number	001-13958
Entity Tax Identification Number	13-3317783
Entity Address, Address Line One	One Hartford Plaza
Entity Address, City or Town	Hartford
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06155
City Area Code	(860)
Local Phone Number	547-5000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	HIG
Security Exchange Name	NYSE
6.10% Notes due October 1, 2041 [Member]
Document And Entity Information [Line Items]
Title of 12(b) Security	6.10% Notes due October 1, 2041
Trading Symbol	HIG 41
Security Exchange Name	NYSE
Junior Subordinated Debt [Member]
Document And Entity Information [Line Items]
Title of 12(b) Security	7.875% Fixed-to-Floating Rate Junior Subordinated Debentures due 2042
Trading Symbol	HGH
Security Exchange Name	NYSE
Depositary Shares, Each Representing a 1/1,00th Interest in a Share of 6.000% Non-Cumulative Preferred Stock, Series G, par value $0.01 per share
Document And Entity Information [Line Items]
Title of 12(b) Security	Depositary Shares, Each Representing a 1/1,00th Interest in a Share of 6.000% Non-Cumulative
Trading Symbol	HIG PR G
Security Exchange Name	NYSE