UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of report (Date of earliest event reported):
THE
(Exact Name of Registrant as Specified in Its Charter)
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Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
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(Registrant’s Telephone Number, Including Area Code)
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 Symbols | Name of
each exchange on which registered |
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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 provided pursuant to Section 13(a) of the Exchange Act. ¨
Section 8 – Other Events
Item 8.01. Other Events.
On November 19, 2020, The Allstate Corporation (the “Registrant”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Loop Capital Markets LLC, Academy Securities, Inc., Samuel A. Ramirez & Company, Inc. and Siebert Williams Shank & Co., LLC, as representatives of the several underwriters named therein, with respect to the offer and sale by the Registrant of $600,000,000 aggregate principal amount of its 0.750% Senior Notes due 2025 (the “2025 Senior Notes”) and $600,000,000 aggregate principal amount of its 1.450% Senior Notes due 2030 (the “2030 Senior Notes” and, together with the 2025 Senior Notes, the “Senior Notes”). The offering and sale of the Senior Notes were registered under the Registrant’s registration statement on Form S-3 (File No. 333-224541) (the “Registration Statement”).
On November 24, 2020, the Registrant closed the public offering of the Senior Notes.
The Senior Notes were issued pursuant to an Indenture, dated as of December 16, 1997, between the Registrant and U.S. Bank National Association (successor in interest to State Street Bank and Trust Company), as trustee (the “Trustee”), as amended by the Third Supplemental Indenture, dated as of July 23, 1999, and the Sixth Supplemental Indenture, dated as of June 12, 2000, and as supplemented by the Twenty-Fourth Supplemental Indenture, with respect to the 2025 Senior Notes (the “Twenty-Fourth Supplemental Indenture”), and the Twenty-Fifth Supplemental Indenture, with respect to the 2030 Senior Notes (the “Twenty-Fifth Supplemental Indenture”), each dated as of November 24, 2020.
The Senior Notes are senior unsecured obligations of the Registrant and rank equally with all unsecured and unsubordinated indebtedness of the Registrant from time to time outstanding. The 2025 Senior Notes will bear interest at a fixed rate equal to 0.750% per annum and the 2030 Senior Notes will bear interest at a fixed rate equal to 1.450% per annum. The Registrant will pay interest on the Senior Notes semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2021. The 2025 Senior Notes will mature on December 15, 2025 and the 2030 Senior Notes will mature on December 15, 2030.
The following documents are being filed with this Current Report on Form 8-K and are incorporated herein by reference: (i) the Underwriting Agreement; (ii) the Twenty-Fourth Supplemental Indenture; (iii) the Twenty-Fifth Supplemental Indenture; (iv) the Form of the 2025 Senior Notes; (v) the Form of the 2030 Senior Notes; and (vi) the validity opinion and consent of Willkie Farr & Gallagher LLP with respect to the Senior Notes.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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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.
| THE ALLSTATE CORPORATION | ||
| By: | /s/ Daniel G. Gordon | |
| Name: | Daniel G. Gordon | |
| Title: | Vice President, Assistant General Counsel and Assistant Secretary | |
Date: November 24, 2020
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